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RIB Software SE: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

Back19.02.2020

RIB Software SE
19.02.2020 / 10:54
Dissemination of a Voting Rights Announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Notification of Major Holdings

1. 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
XAcquisition/disposal of instruments
 Change of breakdown of voting rights
 Other reason:

3. Details of person subject to the notification obligation
Legal 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:
13 Feb 2020

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
New0 %24,92 %24,92 %51899298
Previous notification0 %0 %0 %/

7. Details on total positions
a. Voting rights attached to shares (Sec. 33, 34 WpHG)
ISINAbsoluteIn %
 Direct
(Sec. 33 WpHG)
Indirect
(Sec. 34 WpHG)
Direct
(Sec. 33 WpHG)
Indirect
(Sec. 34 WpHG)
000 %0 %
Total00 %

b.1. Instruments according to Sec. 38 (1) no. 1 WpHG
Type of instrumentExpiration or maturity dateExercise or conversion periodVoting rights absoluteVoting rights in %
%
  Total %

b.2. Instruments according to Sec. 38 (1) no. 2 WpHG
Type of instrumentExpiration or maturity dateExercise or conversion periodCash or physical settlementVoting rights absoluteVoting rights in %
Irrevocable Undertaking to accept a Public Takeover OfferWithin one week after begin of the acceptance periodPhysical819391515,79 %
Put Optionduring a 2 months period after expiry of a 12 months period following the publication pursuant to Section 23 (1) sentence 1 no. 2 WpÜGPhysical47405299,13 %
   Total1293444424,92 %

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.).
XFull 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 AG0 %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 rightsProportion of instrumentsTotal 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
18 Feb 2020



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