At the Annual General Meeting last week, Swiss Steel Holding AG’s shareholders approved the reverse stock split at a ratio of 200:1 as proposed by the Board of Directors. In order to implement the planned share consolidation, Swiss Steel’s Annual General Meeting approved the proposed ordinary capital increase of CHF 492,788,597.68 by CHF 10.32 to CHF 492,788,608 at the exclusion of subscription rights, as well as the amendment to the Articles of Association required for the share consolidation.
Swiss Steel Holding AG plans to implement the reverse stock split based on the following timeline:
- 28 May 2024: Last trading day of old shares on SIX Swiss Exchange
- 29 May 2024: First trading day of new shares on SIX Swiss Exchange (ex-date)
As a result of the reverse stock split, each holder of 200 (two hundred) registered shares of the Company with a par value of CHF 0.08 (par value of the shares before the reverse stock split), as held on 28 May 2024, will receive 1 (one) new registered share of the Company with a par value of CHF 16.00 (par value of the shares after the reverse stock split).
The reverse stock split may result in fractions of new registered shares for the individual shareholder. This is the case if shareholders hold an amount of Swiss Steel shares that is not divisible by 200 or a multiple thereof after 28 May 2024. Fractions in new shares are rounded down to the next whole number of new Swiss Steel shares, and shareholders will receive an equivalent cash compensation for their fractions from Swiss Steel. The reverse stock split has no impact on the value of the Company or, subject to the compensation of fractions, the value of the total of the shares held by shareholders.
Swiss Steel shareholders will be informed of the implementation of the reverse stock split by their custodian bank. Further information regarding the reverse stock split can be found in the Q&A published on Swiss Steel's website (Link).
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.
This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement.
A decision to invest in securities of Swiss Steel Holding AG should be based exclusively on the pro-spectus published by Swiss Steel Holding AG (the "Company") for such purpose. Copies of such prospectus (and any supplements thereto) are available free of charge from UBS AG (email: swiss-prospectus@ubs.com). In addition, copies of such issue and listing prospectus (and any supplements thereto) are available free of charge in Switzerland from Swiss Steel Holding AG, Landenbergstrasse 11, 6005 Lucerne, Switzerland (email: ir@swisssteelgroup.com).
This document is not for publication or distribution in the United States of America (including its terri-tories 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 infor-mation 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 communicat-ed 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 Regula-tion.
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 expres-sions. 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 situa-tion, development or performance of Swiss Steel Holding AG and those explicitly or implicitly pre-sumed 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 up-date, 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 direc-tors, 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 howso-ever 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.
