UPDATE 2-Spain's Ferrovial, Cintra approve merger

* Cintra, Ferrovial to merge via 4-for-1 share swap

* CFO: Merger expected to be complete end-Nov, early-Dec

* CFO: No news on Chile toll road sale before yr-end

* Ferrovial H1 EBITDA 1.183 bln euros, beats forecasts

(Adds details from Ferrovial conference call, journalists call)

MADRID, July 30 (Reuters) - Spanish infrastructure and services group Ferrovial (FER.MC) and its Cintra CCIT.MC concessions division said on Thursday they have approved their planned merger.

The planned share swap will involve four Cintra shares for each Ferrovial share, the companies said in separate statements.

The merger should be completed late November or early December, Ferrovial's chief financial officer Nicolas Villen told analysts at a first-half results presentation.

"We expect to complete the merger by end-November or beginning of December," after seeking shareholders' approval in October, Villen said.

"The share swap shows that we have taken the interests of minority shareholders into account," he said.

Ferrovial owns 68 percent of Cintra and market expectations were that Ferrovial would offer Cintra shareholders one share for just under 5 of the toll road operator.

Disgruntled Cintra minority shareholders representing 4.2 percent of Cintra's share capital have opposed the merger, saying it would solely benefit Ferrovial. [ID:nLU235080].

On the planned sale of Ferrovial's toll roads in Chile, Villen said the group is in talks with interested parties, but does not expect to close a deal before year-end or the beginning of 2010.

BAA DIVIDEND NOT PRIORITY

Ferrovial places strengthening its UK airports unit BAA's financial structure above paying minority shareholders dividends.

"Paying a dividend is not a priority," Villen said.

BAA is currently in talks to sell its London Gatwick airport and Villen echoed comments by BAA Chief Executive Colin Matthews on Wednesday that talks with interested buyers are ongoing.

"There is no deadline for the sale," Ferrovial's CFO said.

H1 EBITDA BEATS FORECAST

Ferrovial posted earnings before interest, tax, depreciation and amortisation (EBITDA) of 1.183 billion euros in the first half, beating forecasts for 1.165 billion from a Reuters poll.

The company's construction business in Spain was hit by the recession and a property sector collapse and margins in the business will continue to suffer, Villen said.

First half net losses reached 287 million euros, reflecting the absence of capital gains on disposals and changes to accounting methods effective from Jan 1.

($1=.7095 Euro) (Reporting by Judy MacInnes; Editing by David Cowell)