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SCHMOLZ + BICKENBACH with addition to planned capital increase Montag, 11. November 2019 - 07:00

SCHMOLZ + BICKENBACH with addition to planned capital increase

This press release or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such countries.

Lucerne, November 11, 2019 – SCHMOLZ + BICKENBACH (“Company”), a global leader in special long steel, announced today an addition to the planned ordinary share capital increase. The capital increase will be voted on at the Extraordinary General Meeting (“EGM”) on December 2, 2019. The share capital is now proposed to be increased by at least CHF 325 million, with a concurrent reduction in nominal value.

On October 23, 2019, SCHMOLZ + BICKENBACH announced its plans to implement a share capital increase with a concurrent reduction in nominal value. The capital increase at the time should have amounted to a minimum of CHF 189 million and a maximum of CHF 350 million.

Continued discussions with lenders, major shareholders and banks led to the decision to adjust the minimum amount of the proposed share capital increase to CHF 325 million.

The Board of Directors accordingly decided at its last meeting to propose to the EGM for approval a share capital increase totaling at least CHF 325 million.

BigPoint Holding AG, which is controlled by Martin Haefner, had, as already announced, committed itself to support the capital increase with CHF 325 million, subject to, among other conditions, the requirement that it holds at least 37.5% of SCHMOLZ + BICKENBACH’s share capital after the capital increase. To ensure that SCHMOLZ + BICKENBACH receives proceeds of at least CHF325 million from the capital increase (i.e. even in case the 37.5% condition by BigPoint Holding AG is not met as a result of the exercise of all subscription rights by the other shareholders) the maximum amount of the capital increase proposed to the EGM is formally set at CHF 614.25 million. This upper limit is therefore merely a technical necessity in order to increase transaction certainty for SCHMOLZ + BICKENBACH. As a prerequisite to maintain its commitment, BigPoint Holding AG has also demanded that while Liwet Holding AG will be able to participate in the rights offering, it shall not be included in the offering of additional shares to the market as described below. All other terms and conditions of BigPoint Holding AG's undertaking announced on October 23, 2019 and November 1, 2019, respectively, remain the same.

The issue price of the new shares will be either CHF 0.30, CHF 0.25, CHF 0.20, or CHF 0.15 per share. On the morning of the EGM, the Board of Directors will remove from the possible issue prices below CHF 0.30 those which are more than CHF 0.05 below the then prevailing market price, announce this accordingly and propose it to the EGM. After the EGM, the shares will be offered to the shareholders in the rights offering, and any remaining shares, for which rights have not been validly exercised, in a market offering thereafter (the rights offering and the market offering together the "Offering"). The final issue price will be determined after completion of the Offering. Based on exercises of shareholders and demand for remaining shares in the market offering, the Board of Directors will select from the above issue prices the highest price at which at least CHF 325 million of capital can still be raised.

For further details, please refer to the invitation to the Extraordinary General Meeting which was published today as a separate document and is also available at https://www.schmolz-bickenbach.com/egm2019.

END –

For further information:

Dr Ulrich Steiner

Vice President Corporate Communications, Investor Relations & CSR

Telephone +41 (0)41 581 4120

u.steiner@schmolz-bickenbach.com

www.schmolz-bickenbach.com

About SCHMOLZ + BICKENBACH

The SCHMOLZ + BICKENBACH Group is today one of the world's leading providers of individual solutions in the special long steel products sector. The Group is one of the leading manufacturers of tool steel and non-corrosive long steel on the global market and one of the two largest companies in Europe for alloyed and high-alloyed quality and engineering steels. With more than 10,000 employees and its own production and distribution companies in 30 countries on 5 continents, the company guarantees global support and supply for its customers and offers them a complete portfolio of production and sales & services around the world. Customers benefit from the company's technological expertise, consistently high product quality around the world as well as detailed knowledge of local markets.

Disclaimer

This communication is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.

This communication does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "Prospectus Regulation") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States.

This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus or a similar notice within the meaning of article 652a, article 752 and/or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The offer and listing will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The securities prospectus is expected to be published in due course.

THIS COMMUNICATION IS NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION IN WHICH IS UNLAWFUL TO DO SO.