Lucerne, March 14, 2024 | Swiss Steel Group announces the decisions of the Swiss Takeover Board regarding validity of a planned opting-out clause in the articles of association (863/01) and regarding a restructuring exemption from the obligation to make a public takeover offer (865/01)

On January 12, 2024, Swiss Steel Holding Ltd. submitted a request to determine the validity of a planned opting-out clause in its articles of association (the "Articles").

The Swiss Takeover Board (the "Takeover Board") issued the following decision on February 14, 2024:

1. Based on the files currently available to the Takeover Board, it is confirmed that the opting-out clause, which is to be submitted to the shareholders of Swiss Steel Holding Ltd., is valid under takeover law provided that (i) the shareholders of Swiss Steel Holding Ltd. are informed transparently about the introduction of the opting-out clause and its consequences and about the intentions, to the extent known, of PCS Holding AG, BigPoint Holding AG and the shareholder group consisting of Liwet Holding AG and ComplexProm Joint Stock Company, and (ii) the majority of the votes represented and the majority of the votes represented of the minority shareholders at the planned general meeting of Swiss Steel Holding Ltd. approve the opting-out clause.
2. It is confirmed that in the vote on the introduction of the opting-out clause at the planned general meeting of Swiss Steel Holding Ltd., the votes of PCS Holding AG, BigPoint Holding AG and the shareholder group consisting of Liwet Holding AG and ComplexProm Joint Stock Company are not to be counted when determining the "majority of the minority".
3. Swiss Steel Holding Ltd. shall publish the present decision at the same time as Swiss Steel Holding Ltd. announces the planned capital increase.
4. Swiss Steel Holding Ltd. must publish the provisions of the present decision as well as the reference to the right of objection of qualified shareholders, pursuant to article 6 and 7 Takeover Ordinance.
5. The present decision will be published on the website of the Takeover Board following its publication in accordance with clause 4 above.
6. If the present decision is not published, clause 1 and clause 2 shall only have legal effect in connection with the transaction described in this decision.
7. The fee payable by Swiss Steel Holding Ltd. amounts to CHF 50,000.

Objection (article 58 of the Takeover Ordinance)

A shareholder who has been holding at least 3% of the voting rights of Swiss Steel Holding Ltd., whether exercisable or not (a "qualified participation", article 56 Takeover Ordinance), since the date of publication of the decision, may file an objection against the decision of the Takeover Board. The objection must be filed with the Takeover Board within five trading days from the date of publication of the decision. The objection must contain a motion, summary reasons and proof of the qualified participation according to article 56 para. 3 and para. 4 Takeover Ordinance (article 58 para. 3 Takeover Ordinance).

On February 26, 2024, Swiss Steel Holding Ltd., Martin Haefner, and BigPoint Holding AG submitted a request regarding a restructuring exemption from the obligation to make a public takeover offer.

The Takeover Board issued the following decision on March 8, 2024:

1. In connection with the described transaction, Martin Haefner and BigPoint Holding AG are hereby granted an exemption pursuant to article 136 para. 1 lit. e FMIA from the obligation to make a public takeover offer pursuant to article 135 para. 1 sentence 1 FMIA with respect to the listed equity securities of Swiss Steel Holding Ltd. without conditions.
2. Swiss Steel Holding Ltd. shall publish the provisions of the present decision as well as the reference to the right of objection of qualified shareholders, in accordance with article 61 para. 3 and 4 Takeover Ordinance.
3. The present decision will be published on the website of the Takeover Board following its publication in accordance with clause 2 above and the public announcement of the capital increase by Swiss Steel Holding Ltd. described in the present decision.
4. If the present decision is not published, clause 1 shall only have legal effect in connection with the capital increase described in this decison.
5. The fees payable by Swiss Steel Holding Ltd., Martin Haefner, and BigPoint Holding AG, with joint and several liability, amounts to CHF 40,000.

The Board of Directors of Swiss Steel Holding Ltd. has decided not to publish a separate report within the meaning of article 61 para. 3 lit. a Takeover Ordinance.

Objection (article 58 of the Takeover Ordinance)

A shareholder who has been holding at least 3% of the voting rights of the target company, whether exercisable or not (a "qualified participation", article 56 Takeover Ordinance), and who has not yet participated in the proceedings, may file an objection against the present decision. The objection must be filed with the Takeover Board within five trading days from the date of publication of the decision. The objection must contain a motion, summary reasons and proof of the participation according to article 56 para. 3 and para. 4 Takeover Ordinance (article 58 para. 3 Takeover Ordinance).

For further information:
 
For media queries:
Anina Berger, anina.berger@swisssteelgroup.com, +41 (0)41 581 4121
 
For analyst/investor inquiries:
Burkhard Wagner, burkhard.wagner@swisssteelgroup.com, +41 (0)41 581 4180

 

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 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, tc." 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.

Neither the manager nor any of its 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, the manager and the other foregoing persons disclaim, to the fullest extent permitted 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.