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, 8 March 2021 - As announced previously (see media release of Swiss Steel Holding AG of 28 January 2021), on 27 January 2021 the Swiss Financial Market Supervisory Authority FINMA has rejected (Nichteintreten) an application by Liwet Holding AG ("Liwet") seeking a revision of FINMA's decision of 6 December 2019 regarding the exemption of BigPoint Holding AG and Martin Haefner from a tender offer duty. At the same time, FINMA referred Liwet's request that BigPoint Holding AG / Martin Haefner be ordered to submit a mandatory tender offer to the shareholders of Swiss Steel Holding AG to the Swiss Takeover Board for potential consideration.
Swiss Steel Holding AG takes note that by decision of March 5, 2021, the Takeover Board has rejected Liwet Holding AG's requests in full and ordered Liwet to pay the fee of the Takeover Board in an amount of CHF 40,000. A copy of the decision is expected to be published on the Takeover Board's website (www.takeover.ch) on March 8, 2021 and an excerpt of the decision (Dispositiv) can be downloaded on Swiss Steel Holding AG's website (https://www.swisssteel-group.com/fileadmin/uploads/tx_sbagnews/dispositiv_verfuegung_uek.pdf). The Takeover Board's decision remains subject to a right of appeal to FINMA within a period of five (5) trading days, and Swiss Steel cannot rule out that Liwet will appeal against the Takeover Board's decision. Swiss Steel, however, believes that a possible appeal by Liwet would not materially change Swiss Steel's current legal situation, also taking into account that the Takeover Board's decision fully confirms FINMA's legally binding decision of December 6, 2019 and, furthermore, that in its above stated decision of January 27, 2021 FINMA has just recently declined a request of Liwet Holding to revisit its decision of December 6, 2019. Swiss Steel will therefore proceed with its capital increase irrespective of any appeal against the Takeover Board's decision and refers to the timetable published in the media release of March 2, 2021.
Swiss Steel further announces that a complaint from a former employee at our Business Unit Ascometal has been received containing a number of criticisms and allegations. In our view, the most material allegations relate to the behavior and practices of certain members of management at Ascometal and to allegations regarding certain accounting treatments at Ascometal in 2020, in particular in relation to the capitalization of costs as property, plant & equipment (fully impaired at Ascometal) that would otherwise classify as operating expenses, as well as the timing of recognition of a credit to an expense item in relation to an energy supply contract.
We take such complaints and allegations extremely seriously and have immediately launched an internal investigation with the support of an outside legal counsel. The initial results of our internal investigation have so far not revealed matters in relation to the actions of Ascometal's management or Ascometal's accounting policies and treatments that in our view are material to our historical financial information in the context of the Offering. In addition, based on preliminary results of the internal investigation, we have already been able to assess certain of the former employee's complaints and allegations as unfounded. We will continue our internal investigation until all complaints and allegations have been thoroughly assessed. Inherently, the outcome of such an internal investigation is difficult to predict and, as a result of a further, more detailed internal investigation, additional findings may be made.
About Swiss Steel Group
The Swiss Steel Group is currently one of the world's leading providers of customized solutions in the field of special long steel products. The Group is also one of the leading manufacturers in the global market for both tool steel and stainless long steel and is one of the two largest companies in Europe for alloyed and high-alloy engineering steel. With close to 10,000 employees at its own production and distribution companies in over 30 countries across five continents, the Company supports and supplies its customers around the globe and offers them a full worldwide portfolio from Production and Sales & Services. They benefit from the Company's technological expertise, consistently high product excellence across the globe, and in-depth knowledge of local markets.
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 Article 35 et seqq. of the Swiss Federal Act on Financial Services and not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or 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, 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.
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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. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (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 per-sons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state is only addressed to qualified investors in that member state within the meaning of Regulation (EU) 2017/1127 and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or a qualified investor may act or rely on this document or any of its contents.
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 update 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.
None of the underwriters or any of their respective 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, each of the underwriters and the other foregoing persons disclaim, to the fullest extent permit-ted 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.