Shareholders approve all proposals at Extraordinary General Meeting

Lucerne, April 4, 2024 – Swiss Steel Group, a leading provider of special long steel, announces that its shareholders have approved all proposals, including the EUR 300 million capital increase proposed by the Board of Directors and the reduction of the nominal value of Swiss Steel's shares.

At the Extraordinary General Meeting held today, Swiss Steel Group's shareholders have approved the ordinary capital increase proposed by the Board of Directors for the purpose of continuing the restructuring of Swiss Steel Group. The capital increase will consist of the issuance of 3,101,000,000 fully paid-up registered shares at an issue price of CHF 0.0925 each. The capital increase was approved by shareholders with 99.79 % of the votes represented. The capital increase is expected to result in gross proceeds of CHF 286’842’500. Swiss Steel Group has entered into a currency hedge to ensure that the Euro equivalent of the gross proceeds will be at least EUR 300 million. As part of the capital increase, each shareholder will receive proportional rights to subscribe pro rata for new registered shares at the issue price. Our main shareholder, BigPoint Holding AG, has undertaken to exercise all subscription rights allocated to it and also to acquire all shares for which no subscription rights are exercised or which are not otherwise placed with investors, at the issue price (backstop). The capital increase is expected to take place in April 2024.

Further, the Group's shareholders approved the reduction of the nominal value of each share from CHF 0.15 to CHF 0.08, in line with the proposal made by the Board of Directors. The resolution was adopted with 99.78 % of the votes represented. The reduction in nominal value was required in light of the planned capital increase, as the shares' current trading price is lower than their nominal value of CHF 0.15 and shares may not be issued at a price that is below their nominal value. There will be no distribution of equity to shareholders as a result of this step, which is a purely technical measure that affects all shares equally and does not impact shareholders' financial or participation rights. The total shareholders' equity also remains unchanged.

Finally, the change to the Articles of Incorporation proposed by the Board of Directors regarding the right of shareholders holding 10 % or more of the shares and the voting rights in Swiss Steel Holding AG to nominate candidates for election to the Board of Directors was approved with 99.27 % of the votes represented.

The Swiss Takeover Board has granted a restructuring exemption against which no objection was raised, therefore the additional possibility for a transaction-specific opting-out clause was withdrawn as an agenda item by the Board of Directors.

The Chairman Jens Alder states: “I am grateful for the patience and the trust we have received from our shareholders. Thanks to the approval of the capital increase, we are confident that we will bring the refinancing process to a successful conclusion in the coming weeks.”

For further information:
Anina Berger, anina.berger@swisssteelgroup.com, +41 41 581 4121
Media Release (PDF)

About Swiss Steel Group

Swiss Steel Group with headquarters in Lucerne (Switzerland) is one of the world’s leading producers of special steel long products. Thanks to the exclusive use of steel scrap in electric arc furnaces, the Group is one of the most relevant companies in Europe in the circular economy and is among the market leaders in the field of sustainably produced steel - Green Steel. Swiss Steel Group has its own production and distribution entities in over 30 countries and, through its strong local presence, offers a wide range of individual solutions in the fields of engineering steel, stainless steel, and tool steel. Swiss Steel Group is listed on the SIX Swiss Exchange and generated a revenue of around EUR 3.2 billion in 2023 with approximately 8,800 employees.

Forward-looking statements

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The offer and listing of any securities will be made solely by means of, and on the basis of, a prospectus which is to be approved by the competent review body and published.

A decision to invest in securities of Swiss Steel Holding AG should be based exclusively on the prospectus published by Swiss Steel Holding AG (the "Company") for such purpose. 

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, Japan or Australia 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 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. In the United Kingdom this document is only directed at persons who (i) are qualified investors and who are also (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order"); (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 persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any member state of the European Economic Area (each a "Relevant State") this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation.

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 up-date 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.