Swiss Steel Holding AG announces the terms of the planned capital increase by way of a rights offering
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 num ber 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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