11. November 2019

SCHMOLZ + BICKENBACH with addition to planned capital increase


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


Lucerne, November 11, 2019 – SCHMOLZ + BICKENBACH (“Company”), a global leader in special long steel, announced today an addition to the planned ordinary share capital increase. The capital increase will be voted on at the Extraordinary General Meeting (“EGM”) on December 2, 2019. The share capital is now proposed to be increased by at least CHF 325 million, with a concurrent reduction in nominal value.


On October 23, 2019, SCHMOLZ + BICKENBACH announced its plans to implement a share capital increase with a concurrent reduction in nominal value. The capital increase at the time should have amounted to a minimum of CHF 189 million and a maximum of CHF 350 million.


Continued discussions with lenders, major shareholders and banks led to the decision to adjust the minimum amount of the proposed share capital increase to CHF 325 million.


The Board of Directors accordingly decided at its last meeting to propose to the EGM for approval a share capital increase totaling at least CHF 325 million.


BigPoint Holding AG, which is controlled by Martin Haefner, had, as already announced, committed itself to support the capital increase with CHF 325 million, subject to, among other conditions, the requirement that it holds at least 37.5% of SCHMOLZ + BICKENBACH’s share capital after the capital increase. To ensure that SCHMOLZ + BICKENBACH receives proceeds of at least CHF325 million from the capital increase (i.e. even in case the 37.5% condition by BigPoint Holding AG is not met as a result of the exercise of all subscription rights by the other shareholders) the maximum amount of the capital increase proposed to the EGM is formally set at CHF 614.25 million. This upper limit is therefore merely a technical necessity in order to increase transaction certainty for SCHMOLZ + BICKENBACH. As a prerequisite to maintain its commitment, BigPoint Holding AG has also demanded that while Liwet Holding AG will be able to participate in the rights offering, it shall not be included in the offering of additional shares to the market as described below. All other terms and conditions of BigPoint Holding AG's undertaking announced on October 23, 2019 and November 1, 2019, respectively, remain the same.


The issue price of the new shares will be either CHF 0.30, CHF 0.25, CHF 0.20, or CHF 0.15 per share. On the morning of the EGM, the Board of Directors will remove from the possible issue prices below CHF 0.30 those which are more than CHF 0.05 below the then prevailing market price, announce this accordingly and propose it to the EGM. After the EGM, the shares will be offered to the shareholders in the rights offering, and any remaining shares, for which rights have not been validly exercised, in a market offering thereafter (the rights offering and the market offering together the "Offering"). The final issue price will be determined after completion of the Offering. Based on exercises of shareholders and demand for remaining shares in the market offering, the Board of Directors will select from the above issue prices the highest price at which at least CHF 325 million of capital can still be raised.


For further details, please refer to the invitation to the Extraordinary General Meeting which was published today as a separate document and is also available at https://www.schmolz-bickenbach.com/egm2019.


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