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2. 12月 2019

SCHMOLZ + BICKENBACH – shareholders approve capital increase

This communication or the information contained therein are not being issued and may not be distributed in the United States of America, Canada, Australia or Japan and do not constitute an offer of securities for sale in such countries.

 

Lucerne, December 2, 2019 – SCHMOLZ + BICKENBACH (“S+B”), a global leader in special long steel, announces that the shareholders at today's extraordinary shareholders' meeting approved the capital reduction and simultaneous capital increase by at least CHF 325 million proposed by the Board of Directors.

In view of the successful execution of the upcoming capital increase of S+B, Martin Haefner is waiving one of the conditions of his commitment to support the capital increase with up to CHF 325 million. Martin Haefner's commitment is no longer dependent on Liwet being excluded from the allocation of unexercised subscription rights as part of the planned capital increase. At the same time, Liwet has signaled that it will participate in the capital increase with a substantial sum.

 

The capital reduction proposed by the Board of Directors for the purpose of the financial restructuring of the company and the simultaneous ordinary capital increase to at least the previous amount was accepted by the shareholders with 79.3% of the votes represented.

 

Jens Alder, Chairman: “I am delighted that the vast majority of our shareholders have voted for the capital increase. Based on this positive outcome, we are confident that we will bring the refinancing process to a successful conclusion in the next few weeks.”

 

Prior to today's extraordinary shareholders' meeting (ESM), the Board of Directors removed from the proposed possible issue prices of CHF 0.30, CHF 0.25, CHF 0.20 or CHF 0.15 per share those below CHF 0.30 which were more than CHF 0.05 below the current market price (based on the closing price of SCHMOLZ + BICKENBACH shares of CHF 0.2175 on November 29, 2019). The removal of the issue price of CHF 0.15 was announced this ahead of the ESM in the form of a media release. Accordingly, only issue prices of CHF 0.30, CHF 0.25 and CHF 0.20 per share were proposed to and approved by the ESM.

 

SCHMOLZ + BICKENBACH will provide further information on the envisaged capital increase once FINMA has published its decision regarding appeals submitted by Martin Haefner/BigPoint Holding AG and Liwet Holding AG against the Swiss Takeover Board's rejection of a restructuring exemption from the duty to make a tender offer in connection with the planned capital increase. FINMA is expected to publish its decision by Monday, December 9, 2019, before the start of trading.

 

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