Notification of Major Holdings1. Details of issuer| Name: | RIB Software SE |
| Street: | Vaihinger Str. 151 |
| Postal code: | 70567 |
| City: | Stuttgart
Germany |
| Legal Entity Identifier (LEI): | 549300TXKMFBJ0ECRO90 |
2. Reason for notification| | Acquisition/disposal of shares with voting rights |
| X | Acquisition/disposal of instruments |
| | Change of breakdown of voting rights |
| | Other reason:
|
3. Details of person subject to the notification obligationLegal entity: Schneider Electric SE
City of registered office, country: Rueil Malmaison, France |
4. Names of shareholder(s) holding directly 3% or more voting rights, if different from 3.
5. Date on which threshold was crossed or reached:6. Total positions| | % of voting rights attached to shares
(total of 7.a.) | % of voting rights through instruments
(total of 7.b.1 + 7.b.2) | Total of both in %
(7.a. + 7.b.) | Total number of voting rights pursuant to Sec. 41 WpHG |
| New | 0 % | 24,92 % | 24,92 % | 51899298 |
| Previous notification | 0 % | 0 % | 0 % | / |
7. Details on total positionsa. Voting rights attached to shares (Sec. 33, 34 WpHG)| ISIN | Absolute | In % |
| | Direct
(Sec. 33 WpHG) | Indirect
(Sec. 34 WpHG) | Direct
(Sec. 33 WpHG) | Indirect
(Sec. 34 WpHG) |
| 0 | 0 | 0 % | 0 % |
| Total | 0 | 0 % |
b.1. Instruments according to Sec. 38 (1) no. 1 WpHG| Type of instrument | Expiration or maturity date | Exercise or conversion period | Voting rights absolute | Voting rights in % |
| | | | % |
| | | Total | | % |
b.2. Instruments according to Sec. 38 (1) no. 2 WpHG| Type of instrument | Expiration or maturity date | Exercise or conversion period | Cash or physical settlement | Voting rights absolute | Voting rights in % |
| Irrevocable Undertaking to accept a Public Takeover Offer | | Within one week after begin of the acceptance period | Physical | 8193915 | 15,79 % |
| Put Option | | during a 2 months period after expiry of a 12 months period following the publication pursuant to Section 23 (1) sentence 1 no. 2 WpÜG | Physical | 4740529 | 9,13 % |
| | | | Total | 12934444 | 24,92 % |
8. Information in relation to the person subject to the notification obligation| | Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.). |
| X | Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity: |
| Name | % of voting rights (if at least 3% or more) | % of voting rights through instruments (if at least 5% or more) | Total of both (if at least 5% or more) |
| Schneider Electric SE | % | % | % |
| Schneider Electric Industries SAS | % | % | % |
| Rheingoldhöhe 50. V V AG | 0 % | 24,92 % | 24,92 % |
9. In case of proxy voting according to Sec. 34 para. 3 WpHG (only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)
Date of general meeting:
Holding total positions after general meeting (6.) after annual general meeting:
| Proportion of voting rights | Proportion of instruments | Total of both |
| % | % | % |
10. Other explanatory remarks:| On 13 February 2020, Rheingoldhöhe 50. V V AG (to be renamed in Schneider Electric Investment AG) (the 'Bidder') published its intention to make a voluntary public takeover offer to the shareholders of RIB Software SE for the acquisition of all registered shares in RIB Software SE (the 'Takeover Offer'). In this context, five shareholders of RIB Software SE have irrevocably undertaken to tender a total of 4,740,530 RIB Shares into the Takeover Offer; this corresponds to approx. 9.13% of the share capital of RIB Software SE. Also on 13 February 2020, the Bidder and the five shareholders of RIB Software entered into put option agreements with respect to 4,740,529 shares of RIB Software SE; this corresponds to approx. 9.13% of the share capital of RIB Software SE. Furthermore, RIB Software SE has irrevocably undertaken to tender 3,453,385 RIB Shares held by it as treasury shares into the Takeover Offer; this corresponds to approx. 6.65% of the share capital of the Company. |
Date
