REG - Banco Bil.Viz.Argent - Inside information Buyback Program

Banco Bilbao Vizcaya Argentaria SAAnnouncement

16/03/2022 07:00

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RNS Number : 9475E  Banco Bilbao Vizcaya Argentaria SA  16 March 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:

(i)        the Inside Information of 29 October 2021, with registration
number 1127 (the "Initial II"), reporting that the Board of Directors of BBVA
had agreed to carry out a program scheme for the repurchase of shares, to be
executed in several tranches, for a maximum amount of up to 3,500 million
euros, for the purpose of reducing BBVA's share capital (the "Program
Scheme")(( 1  (#_ftn1) )); and

(ii)       the Inside Information of 3 February 2022, with registration
number 1277, reporting that the Board of Directors of BBVA had agreed, within
the scope of the Program Scheme in force, to carry out a second share
repurchase program for a maximum amount of up to 2,000 million euros (the
"Second Program Agreement");

BBVA hereby gives notice that it has agreed to carry out the Second Program
Agreement, to be executed:

(i)        by implementing a first segment through an external
lead-manager for an amount of up to 1,000 million euros (the "First Segment"),
all in accordance with Regulation (EU) No. 596/2014 of the European Parliament
and of the Council of 16 April 2014 on market abuse and Commission Delegated
Regulation (EU) No. 2016/1052, of 8 March 2016, (the "Regulations"); and

(ii)       upon full execution of the First Segment, by implementing a
second segment that completes the Program Scheme, for a maximum amount of
1,000 million euros or for a maximum number of shares to be determined based
on the number of own shares finally acquired in execution of the First
Segment.

All of the above, notwithstanding the possibility to suspend or early
terminate the Program Scheme upon the occurrence of circumstances that make it
advisable, as set forth in the Initial II.

The First Segment will be executed 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 shares:  The maximum number of BBVA shares to be acquired shall not exceed 356,551,306.
 Start of the execution:    Execution will start on 16 March 2022.
 End of the execution:      The First Segment will end neither before 16 May 2022 nor later than 30 June
                            2022 and, in any event, when within such period 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 in the event of any circumstance that so advises or
                            requires.
 Trading venues:            The acquisitions will be made on the Spanish Electronic Trading
                            Interconnection System - Continuous Market, as well as on DXE Europe,
                            Turquoise Europe and Aquis Exchange.
 Manager:                   The execution will be carried out externally through Goldman Sachs
                            International, who will make its decisions concerning the timing of the
                            purchases of the BBVA shares independently of the Company. The Manager shall
                            execute the trades through Kepler Cheuvreux, S.A. as broker.
 Other conditions:          The own shares will be purchased observing in all cases the conditions and the
                            limits established in the Regulations. In particular, shares purchased on any
                            trading day may not exceed 25% of the average daily volume of the shares on
                            the trading venue on which the purchase is made, and the average daily volume
                            of each trading venue will be that corresponding to the twenty trading days
                            prior to the date of each purchase.

The share purchases made, as well as the interruption or termination of the
execution of the First Segment, will be duly reported to the Spanish National
Securities Market Commission and the appropriate authorities in accordance
with the Regulations.

 

Madrid, 16 March 2022

 

 

 

 

 

(( 1  (#_ftnref1) )) In accordance with the authorization granted by the
European Central Bank, the Program Scheme is additionally limited to the
repurchase of shares representing up to 10% of BBVA's share capital, and may
be implemented within a maximum period of one year from the publication of the
Initial II.

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