Swiss Steel Holding AG / CH0005795668

Swiss Steel Holding AG announces envisaged changes to the Board of Directors and a planned reverse stock split

Swiss Steel Holding AG / Key word(s): Miscellaneous


29-Apr-2024 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

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Lucerne, April 29, 2024 – Swiss Steel Holding AG, a global leader in special long steel, today announces the nominations for election to the Board of Directors. Alexander Gut, Karl Haider and Martin Lindqvist will be proposed as new members of the Board of Directors at the Annual General Meeting on May 23, 2024. Jens Alder will initially be nominated as Chairman until Martin Lindqvist joins the Board, after which the latter will be nominated as Chairman. Emese Weissenbacher is not standing for re-election. In addition, the Board of Directors proposes a reverse stock split to increase the par value per share.

The Board of Directors has nominated Martin Lindqvist and Dr. Karl Haider as independent members of the Board of Directors and Dr. Alexander Gut as representative of BigPoint Holding AG for election at the Annual General Meeting on May 23, 2024. Martin Lindqvist is expected to join as a member of the Board of Directors from October 1, 2024 at the latest. Jens Alder will be nominated as Chairman of the Board of Directors for a term of office until Martin Lindqvist takes over as Chairman of the Board of Directors, at the latest until the end of the next Annual General Meeting. After his departure, from October 1, 2024 at the latest, Martin Lindqvist will be nominated as Chairman of the Board of Directors for a term of office until the next Annual General Meeting. Alexander Gut is a financial expert with extensive experience obtained from numerous Board of Directors positions. He is currently the Managing Partner and founder of Gut Corporate Finance Ltd, an independent corporate finance advisory firm. Prior to this role, he held significant positions as a Member of the Executive Board at KPMG Zurich and as a Partner at Ernst & Young Zurich. His career began with KPMG in Zurich and London. Alexander Gut has served on the Board of Directors of renowned companies such as Holcim and Credit Suisse Group. He currently holds a position on the Board of Directors of The Adecco Group. Alexander Gut holds a PhD (Dr oec publ) in Business Administration from the University of Zurich, Switzerland. Karl Haider is a recognized industrial expert and highly qualified executive with comprehensive experience from working at major international industrial groups. As the current Chief Executive Officer of Semperit Holding AG in Austria, he brings extensive experience and strategic acumen. Previously, Karl served on the Executive Board at Tata Steel Europe as the Chief Commercial Officer and Director Operations Downstream, and before he served on the Executive Board at high performance metals division of the voestalpine Group as the Chief Commercial Officer. His journey began as a sales manager for Rehau, where he honed his sales expertise. Karl Haider holds a PhD in Natural Science, as well as a Master’s Degree in Technical Chemistry and Business Economics, both from the Johannes Kepler University of Linz in Austria. Martin Lindqvist is an accomplished industrial professional and financial expert with over 25 years of experience in the steel industry. Martin Lindqvist has resigned as the President and CEO of SSAB. He spearheaded SSAB’s policy decision to transition the entire Nordic production system to fossil-free production. During his years at SSAB, Martin Lindqvist held various Head of Business Area positions. Prior to his tenure at SSAB, he held key roles at renowned companies such as NCC and Outokumpu Copper Strip. Currently, Martin Lindqvist serves on the Board of Directors of SCA, Europe’s largest private forest holding. He has also previously served on the board of INDUTRADE. Martin Lindqvist holds a Bachelor’s Degree in Economics from the University of Uppsala in Sweden. Jens Alder, David Metzger, Mario Rossi and Dr. Michael Schwarzkopf are standing for re-election as members of the Board of Directors for a further term of office. Emese Weissenbacher is not standing for re-election. The Board of Directors is pleased to be able to propose three proven managers to the Annual General Meeting as its new members. Alexander Gut, Karl Haider and Martin Lindqvist all have many years of international management experience and a high level of expertise. Martin Lindqvist has broad and successful experience in the steel industry. At the same time, the Board of Directors would like to thank Emese Weissenbacher for her great commitment and her services to the company.   Further, the Board of Directors proposes for approval at the Annual General Meeting on May 23, 2024 a reverse share split at a ratio of 200:1 in order to increase the par value per share. As a result, 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 share split), as held immediately prior to the implementation of the reverse share split, 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 share split). The reverse share split is intended to make the Company's shares more attractive to a broader group of investors. The reverse share 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. In order to allow for the share split at the ratio of 200:1 the annual shareholders meeting will also be asked to approve an ordinary capital increase in a small amount of CHF 10.32 such that the total share capital of the Company will reach an amount that can actually be divided by 200. The few new shares issued for this will be subscribed for by Steeltec Ltd. The invitation to the Annual General Meeting on May 23, 2024 with the full agenda (including all standard items) will be published on May 2, 2024 and posted on the website.

For further information:
 
For media queries:
Anina Berger, [e-mail], [phone]
 
For analyst/investor inquiries:
Burkhard Wagner, [e-mail], [phone]


Media Release (PDF)

For further information: 
For media queries:
Anina Berger, [e-mail], [phone]
 
For analyst/investor inquiries:
Burkhard Wagner, [e-mail], [phone] 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 prospectus 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: [e-mail]). 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: [e-mail]). This document is not for publication or distribution in the United States of America (including its territories 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 information 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 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 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 Regulation. 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 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 update, 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 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, 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.

News Source: Swiss Steel Holding AG

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End of Inside Information

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Language:	English
Company:	Swiss Steel Holding AG
	Landenbergstrasse 11
	6005 Luzern
	Switzerland
Phone:	[phone]
E-mail:	[e-mail]
Internet:	www.swisssteel-group.com
ISIN:	CH0005795668
Listed:	SIX Swiss Exchange
EQS News ID:	1891165

End of Announcement	EQS News Service

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1891165  29-Apr-2024 CET/CEST