DGAP-Adhoc

Dialog Semiconductor Plc.: announces share buyback programme and commencement of the process for the first tranche of shares to be bought back pursuant to the programme

Dialog Semiconductor Plc. / Key word(s): Share Buyback

03.05.2016 23:06

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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London, UK, 3 May 2016 - Today the board of directors of Dialog Semiconductorductor Plc (XETRA: DLG) (the Company), a provider of highly
integrated power management, AC/DC power conversion, solid state lighting
and Bluetooth(R) Smart wireless technology, has resolved to commence a
share buyback programme in accordance with the shareholder approvals
granted at the Company's Annual General Meeting (AGM) on 28 April 2016. It
has further resolved to commence the process to buyback the first tranche
of shares pursuant to that programme.

The Company will give notice in writing to each of Barclays Bank PLC, HSBC
Bank plc and Merrill Lynch International (together the Brokers) that it
wishes to exercise its rights to purchase shares pursuant to the contingent
forward share purchase contracts entered into with each of the Brokers on
or around the date of the AGM, specifying the terms on which the Company is
willing to purchase shares from the Broker that provides the most
favourable pricing terms to the Company (the Preferred Broker).

These terms include:

- the maximum total cost of the shares to be purchased by the Company
from the Preferred Broker under the first tranche of the Company's
buyback programme shall be EUR50 million and the minimum total cost
shall be EUR37.5 million; and

- the maximum maturity date for the first tranche of the Company's
buyback programme shall be 15 September 2016 and the minimum maturity
date shall be 15 July 2016.

Based on the assumption that the average price at which ordinary shares
will be acquired by the Company is EUR30 per share, this would enable the
Company to acquire up to approximately 1.66 million ordinary shares
pursuant to the first tranche of its buyback programme.

Once appointed, the Preferred Broker shall, acting independently as
principal (without influence from the Company), purchase Certified
Interests (CIs) in the Company on the Frankfurt Stock Exchange and, after
acquiring the corresponding number of ordinary shares in the Company from
Clearstream Banking AG, which is the registered shareholder for the shares
underlying the CIs, shall sell these ordinary shares to the Company on
certain settlement dates in accordance with the terms above and the
contingent forward share purchase agreement with the Preferred Broker.