Banco Bilbao Vizcaya Argentaria SA Share Buyback Program
01 March 2024 - 6:44PM
RNS Regulatory News
RNS Number : 2298F
Banco Bilbao Vizcaya Argentaria SA
01 March 2024
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 January 30, 2024, with CNMV registration number
2084, and having received the necessary clearance from the European
Central Bank, BBVA hereby notifies the execution of a temporary own
share buyback program in accordance with the provisions of
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse ("MAR") and with Commission Delegated
Regulation (EU) No. 2016/1052, of 8 March 2016 (the "Delegated Regulation" and, together
with the MAR, the "Regulations") with a view to reducing
the share capital of BBVA (the "Buyback Program") and with the terms
and conditions detailed below:
|
Purpose:
|
To reduce BBVA's share capital by cancelling the
shares acquired.
|
|
Maximum cash
amount:
|
The maximum cash amount will be 781,000,000
euros.
|
|
Maximum number of
shares:
|
The maximum number of BBVA shares to be acquired will
be 557,285,609.
|
|
Start of the
execution:
|
Execution will start on March 4, 2024.
|
|
End of the
execution:
|
The Buyback Program will end no later than February
8, 2025 and, in all cases, when the maximum cash amount is reached
or the maximum number of shares is acquired.
However, the Company reserves the right to
temporarily suspend execution of the Buyback Program or end it
early in the event of any circumstance that so advises or
requires.
|
|
Trading
venues:
|
Purchases shall be made on the Spanish electronic
trading system - Continuous Market (the "Continuous Market") and on the Cboe
Europe and Turquoise Europe trading platforms (the "Trading Venues" and each of them, a
"Trading Venue").
|
|
Manager:
|
The program will be executed externally through
Citigroup Global Markets Europe AG (the "Manager"), which will decide
independently of the Company on the timing of the purchases of BBVA
shares.
|
|
Conditions of the
Buyback Program:
|
The Buyback Program will be executed pursuant to the
following conditions:
(i) By purchasing on each Trading
Day (i.e. on each day on which the Continuous Market is effectively
operational for the trading of BBVA shares and that is not a
Disrupted Day, as such term is defined below) the following number
of shares on each of the Trading Venues (with no offsetting between
them) (in each case, the "Daily
Target Number of Shares" for the relevant Trading
Venue):
a) 1,875,000 BBVA
shares on the Continuous Market;
b) 1,000,000 BBVA shares on Cboe
Europe; and
c) 175,000 BBVA shares on
Turquoise Europe;
save in cases of force majeure or if the Manager is
not able to purchase the Daily Target Number of Shares due to
restrictions deriving from the provisions of article 3(2) of the
Delegated Regulation; where this occurs, it will be duly
communicated in the periodic communications made in accordance with
the Regulations, stating the reason why the Daily Target Number of
Shares envisaged in each case was not purchased.
For these purposes, "Disrupted Day" is understood to mean
any trading session of the Trading Venues in which there is a
significant disruption in the market or the market price of the
BBVA shares (including if the market price falls below the par
value during a substantial part of the session) or if the trading
volume of the BBVA shares (excluding blocks and opening and
closing auctions) is less than 2.5 times the Daily Target
Number of Shares on the relevant Trading Venue.
(ii) The own shares will be purchased
observing in all cases the conditions and the price and volume
limits established in the Regulations.
In particular, it is placed on record that the Daily
Target Number of Shares on each Trading Venue is less than 25% of
the average daily trading volume of the BBVA shares (excluding
block trades) on the corresponding Trading Venue in the month
preceding this disclosure (thus complying with the provisions of
article 3(3)(a) of the Delegated Regulation).
|
The share purchase transactions
performed, as well as the end or, as the case may be, the temporary
suspension of execution of the Buyback Program, will be duly
communicated in accordance with the Regulations.
Madrid,
March 1, 2024
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