Successful completion of placement of shares from capital increase – Gross issue proceeds of approx. EUR 131 million

Stuttgart, 23 March 2018 – RIB Software SE, Stuttgart (ISIN DE000A0Z2XN6) (the “Company”), has successfully completed the placement of new shares from the capital increase resolved upon yesterday by the administrative board of the Company. The placement generated gross proceeds of approximately EUR 131 million.

All 4,684,565 new registered shares with a par value of EUR 1.00 each and with entitlement to dividends as from 1 January 2017 (the “New Shares”) were placed with qualified investors by way of an accelerated bookbuilding process. With the implementation of the capital increase, the Company will increase its registered share capital from EUR 46,845,657.00 by EUR 4,684,565.00 to EUR 51,530,222.00 (corresponding to approximately 10% of the current share capital). The placement price was EUR 28 per New Share.

Settlement of the New Shares against payment of the placement price is expected to take place on or around 28 March 2018.

Berenberg was Sole Global Coordinator and Sole Bookrunner for the offering of the New Shares.

Person making the notification: Dina Schmid

This publication constitutes neither an offer to sell nor the solicitation of an offer to buy securities. In particular, this document constitutes neither an offer to sell nor the solicitation of an offer to purchase securities in the United States. The shares in RIB Software SE (the “Securities”) may not be offered or sold in the United States of America absent registration or an exemption from registration under the U. S. Securities Act of 1933, as amended (the “Securities Act”). The Securities have not been and will not be registered under the Securities Act. There will be no public offering of the Securities in the United States of America.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are ‘qualified investors’ within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC as amended, and includes any relevant implementing measure in the Relevant Member State.

No action has been taken that would permit an offering of the Securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

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