Disclosure according to Art. 2(1) of the Delegated Regulation (EU) 2016/1052
The Administrative Board of RIB Software SE (the “Company”) approved on 17. December 2018 the increase of the buyback program for own shares resolved on 17 October 2018 (the “Share Buyback Program 2018”) by up to 2 million additional own shares of the Company, using the authorization of the annual general meeting of 15 May 2018. Under the Share Buyback Program 2018, which has been increased in this way, up to a total of 3 million own shares of the Company (corresponding to up to 5.8% of the Company’s share capital) may be repurchased in the period from 19. December 2018 to 31 October 2019 at a total purchase price excluding incidental costs of up to EUR 45 million.
The acquired shares may be used for any and all purposes specified in the authorization granted by the annual general meeting on 15 May 2018, including in particular for the acquisition of companies and and/or servicing option rights issued by the Company to its management, executives and employees as well as executives and employees of its affiliated companies on the basis of the stock option program 2015 resolved by the annual general meeting on 10 June 2015 under agenda item 8.
The share buyback will take place in accordance with the safe harbor provisions of Art. 5 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (“MAR”) in conjunction with the provisions of the Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016 (the “Delegated Regulation (EU) 2016/1052”), with the exception of Art. 5(2) MAR and Art. 2(1a) of the Delegated Regulation (EU) 2016/1052.
The shares are repurchased exclusively via the stock exchange. The share buyback can take place at all trading venues where the Company’s shares are traded, in particular in Xetra trading on the Frankfurt Stock Exchange.
The purchase price per share may not exceed by more than 10% or fall below by more than 10% the stock exchange price of the share in Xetra trading on the Frankfurt Stock Exchange to be determined in accordance with the more detailed provisions of the authorization granted by the annual general meeting on 15 May 2018. Under no circumstances may shares be acquired at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out, including when the shares are traded on different trading venues.
The share buyback will be carried out under the authority and for account of the Company by a financial institution that will make its decisions regarding the timing of the acquisition of treasury shares independently and without the influence of the Company during the aforementioned period, in accordance with Art. 4(2b) of the Delegated Regulation (EU) 2016/1052. Therefore, the Company will exert no influence on the decisions of the financial institution. Among other things, the financial institution has also undertaken to comply with the trading conditions defined under Art. 3 of the Delegated Regulation (EU) 2016/1052 and the requirements established in the Share Buyback Program 2018.
The Share Buyback Program 2018 may be suspended and resumed or terminated prematurely at any time to the extent necessary and legally permissible.
Information regarding the transactions related to the Share Buyback Program 2018 will be appropriately announced in a manner corresponding to the requirements set forth under Art. 2(3) sentence 1 in conjunction with (2) of the Delegated Regulation (EU) 2016/1052, on or before the end of the seventh trading day following the date on which such transactions are executed.
In addition, the Company will publish the announced transactions in the 'Investor Relations' section of its website (www.rib-software.com) in accordance with Art. 2(3) sentence 2 of the Delegated Regulation (EU) 2016/1052, and ensure that the information remains publicly accessible for a minimum of five years from the date of each such publication.