Banco Bilbao Vizcaya Argentaria SA Buy Back Program - Terms and Conditions 2 Segment (6140Q)
29 Junio 2022 - 2:13AM
UK Regulatory
TIDMBVA
RNS Number : 6140Q
Banco Bilbao Vizcaya Argentaria SA
29 June 2022
Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA" or the "Company"),
in compliance with the Spanish Securities Market legislation,
hereby proceeds to notify the following:
INSIDE INFORMATION
Further to the notice of Inside Information of 28 June 2022,
with CNMV registration number 1511 (the "Second Segment Execution
II") ([1]) , BBVA hereby notifies the execution of the Second
Segment which completes the Program Scheme pursuant to Regulation
(EU) No. 596/2014 of the European Parliament and of the Council, of
16 April 2014, on market abuse ("MAR") and Commission Delegated
Regulation (EU) No. 2016/1052, of 8 March 2016, (the "Delegated
Regulation" and, together with MAR, the "Regulations") under the
terms and conditions detailed below:
Purpose: To reduce BBVA's share capital by means
of the redemption of the acquired shares.
Maximum cash amount: The maximum cash amount will be 1,000 million
Euros.
Maximum number of The maximum number of BBVA shares to be
shares: acquired will be 149,996,808.
Start of the execution: Execution will start on 1 July 2022.
End of the execution: The Second Segment will end no later than
29 September 2022 and, in any event, when
the maximum cash amount is reached or the
maximum number of shares is acquired.
However, the Company reserves the right
to temporarily suspend or to early terminate
the execution of the Second Segment in the
event of any circumstance that so advises
or requires.
Trading venue: The acquisitions will be made on the Spanish
Electronic Trading Interconnection System
- Continuous Market (the "Continuous Market").
Manager: The execution will be carried out externally
through CITIGROUP GLOBAL MARKETS EUROPE
AG (the "Manager"), who will make its decisions
concerning the timing of the purchases of
the BBVA shares independently of the Company.
Conditions of the The Second Segment will be executed pursuant
Second Segment: to the following conditions:
(i) by purchasing in each trading session
on the Continuous Market (other than a Discontinued
Day) 4 ,250,000 shares (the "Daily Target
Number of Shares"), except in cases of force
majeure or if the Manager is unable to purchase
such number of shares due to limitations
derived from the provisions of article 3.2
of the Delegated Regulation.
For these purposes, a Discontinued Day is
understood to be any trading session of
the Continuous Market in which there is
a significant disruption in the market or
in the quotation of the BBVA shares (including
if their trading price falls below their
nominal value during a substantial part
of the session) or if the trading volume
for the BBVA share is less than 2.5 times
the Daily Target Number of Shares.
(ii) The own shares will be purchased respecting
in all cases the conditions and the price
and volume limits set forth in the Regulations.
In particular, it is hereby stated that
the Daily Target Number of Shares is less
than 25% of the average daily volume of
the BBVA shares in the Spanish Electronic
Trading Interconnection System - Continuous
Market in the month preceding this communication
(thus complying with the provisions of article
3.3.a) of the Delegated Regulation).
The share purchase transactions carried out, as well as the
completion or, as the case may be, the interruption of the
execution of the Second Segment, will be duly reported to the
Spanish National Securities Market Commission in accordance with
the Regulations.
Madrid, 29 June 2022
([1]) The terms Second Segment and Program Scheme will have the
same meaning as provided in the Second Segment Execution II.
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