Swiss Steel Holding AG announces the terms of the planned capital increase by way of a rights offering
Swiss Steel Holding AG / Key word(s): Capital Increase
FOR RELEASE IN SWITZERLAND – NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
Lucerne, 22 December 2020 – Swiss Steel Holding AG today announces the terms of the ordinary capital increase by way of a rights offering to be approved by the Extraordinary General Meeting today. The gross proceeds of around EUR 200 million from the planned capital increase will be used to strengthen the equity of Swiss Steel Holding AG and to improve its existing financing and credit terms.
The Board of Directors proposes to today’s Extraordinary General Meeting to increase the share capital of Swiss Steel Holding AG through the issuance of 1,030,524,138 new registered shares with a par value of CHF 0.15 each. This will result in an increase of the share capital of Swiss Steel Holding AG from currently CHF 304,249,999.95 by CHF 154,578,620.70 to CHF 458,828,620.65.
Existing shareholders will receive one subscription right for every Swiss Steel Holding AG share held after close of trading on SIX Swiss Exchange on 11 January 2021 to subscribe for new shares in Swiss Steel Holding AG to be issued in the capital increase. The new shares will be offered to the existing shareholders at a ratio of 63 new shares for every 124 subscription rights held, subject to certain restrictions based on residency and applicable securities laws. The subscription rights will neither be listed nor traded and will lapse unless exercised during the rights exercise period.
The rights exercise period will start on 12 January 2021 and end on 19 January 2021, 12:00 noon CET. The offering circular will be published on 11 January 2021. Shares not taken up by existing shareholders may be offered to investors by way of a public offering in Switzerland and private placements to qualified investors outside of Switzerland and the United States in compliance with applicable securities laws (“International Offering”).
The number of new shares for which rights have been exercised is expected to be announced on 19 January 2021, after close of trading on SIX Swiss Exchange. The offer price for all new shares will be determined following a bookbuilding process for the shares not taken up by existing shareholders and will be at least CHF 0.21 per new share. The bookbuilding is expected to start on 12 January 2021 and end on 20 January 2021, 12:00 noon CET at the latest. The offer price is expected to be announced on 20 January 2021, after close of trading on SIX Swiss Exchange at the latest. Payment of the offer price is expected to occur as of 22 January 2021. It is expected that the listing on SIX Swiss Exchange, first trading day and delivery of the new shares will be on or around 28 January 2021.
In order to ensure the targeted minimum gross proceeds of EUR 200 million, Swiss Steel Holding AG’s main shareholder BigPoint Holding AG has committed to exercise all of its subscription rights in the capital increase. In addition, if and to the extent that any other shares offered in the capital increase are not taken up by other shareholders or investors at the price of at least CHF 0.21, BigPoint Holding AG has committed to also subscribe for these shares at said minimum price (backstop).
Swiss Steel Holding AG and Big Point Holding AG have agreed to a lock-up period of six months after the closing of the rights offering subject to certain exceptions.
Credit Suisse and UBS are acting as Joint Global Coordinators and Joint Bookrunners in the rights offering.
The expected timetable for the planned capital increase and rights offering is summarised below*:
* Swiss Steel Holding AG, together with the Joint Global Coordinators, reserves the right to extend or shorten the rights exercise period, the bookbuilding period or terminate the rights offering, without any prior notice, at any time.
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A decision to invest in securities of Swiss Steel Holding AG should be based exclusively on the issue and listing prospectus published by Swiss Steel Holding AG (the “Company”) for such purpose. Copies of the prospectus and any supplement will be available free of charge in Switzerland expected from 11 January 2021 for 12 months following the first trading day at Credit Suisse AG, Zurich, Switzerland (email: email@example.com) or at UBS AG, Prospectus Library, P.O. Box, 8098 Zurich, Switzerland (Telephone: +41 (0) 44 239 47 03 (answering machine); Fax: +41 (0) 44 239 69 14; email: firstname.lastname@example.org).
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities into the United State or in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FSMA Order”) or (iii) persons falling within Articles 49(2)(a) to (d), “high net worth companies, unincorporated associations, etc.” of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant per-sons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state is only addressed to qualified investors in that member state within the meaning of Regulation (EU) 2017/1127 and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or a qualified investor may act or rely on this document or any of its contents.
This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Swiss Steel Holding AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Swiss Steel Holding AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, Swiss Steel Holding AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof (including any forward-looking statement) following the date hereof.
None of the underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the underwriters and the other foregoing persons disclaim, to the fullest extent permit-ted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.
Swiss Steel Holding AG, Landenbergstrasse 11, CH-6005 Luzern, Telefon +41 41 581 40 00, www.swisssteel-group.com
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