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Swiss Steel Holding AG

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Ad hoc news News vom 20.12.2019

SCHMOLZ + BICKENBACH AG successfully concludes share offering with gross proceeds of CHF 325 million

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 20, 2019 – SCHMOLZ + BICKENBACH, a global leader in special long steel, today announces the successful conclusion of its share offering with gross proceeds of CHF 325 million. After completion of the international offering, the offer price was set at CHF 0.30 per Offered Share, at which 111,767,019 Offered Shares were subscribed for by existing shareholders in the rights offering and at which 744,770,277 Offered Shares were allocated to BigPoint, 226,696,037 Offered Shares to Liwet and 100,000 Offered Shares to another investor in the international offering. This corresponds to a total of 1,083,333,333 Offered Shares sold and to be issued in the capital increase and consequently, a total of 2,028,333,333 shares issued by the Company upon completion of the capital increase.

SCHMOLZ + BICKENBACH AG (the "Company") today announces the successful conclusion of its share offering in the context of the announced capital increase. As per the instructions resolved by the extraordinary shareholders' meeting on December 2, 2019 and following the completion of the international offering today at 12:00 noon (CET), the offer price was set at CHF 0.30 per Offered Share. At this offer price, 111,767,019 Offered Shares were subscribed for by existing shareholders in the rights offering and 744,770,277 Offered Shares were allocated to BigPoint Holding AG ("BigPoint"), 226,696,037 Offered Shares to Liwet Holding AG ("Liwet") and 100,000 Offered Shares to another investor in the international offering. This corresponds to a total of 1,083,333,333 Offered Shares sold and to be issued in the capital increase, with gross proceeds of CHF 325 million. Upon completion of the capital increase, the total number of shares issued by the Company will amount to 2,028,333,333 shares.

The capital increase is expected to be registered with the Commercial Register of the Canton of Lucerne on or around January 8, 2020. Prior to the issuance of the Offered Shares, the nominal value of the existing shares will be reduced to the offer price of CHF 0.30. Upon completion of the capital increase, Martin Haefner and BigPoint, which is ultimately beneficially owned by Martin Haefner, will together own approximately 44.9% of the share capital and voting rights in the Company, while Liwet will own 25.0% of the share capital and voting rights in the Company.

The listing and first trading day of the Offered Shares on SIX Swiss Exchange as well as the delivery of the Offered Shares are planned for January 9, 2020.

– END –

Media Release (PDF)

For further information:

Dr Ulrich Steiner

Vice President Corporate Communications, Investor Relations & CSR

Telephone +41 (0)41 581 4120

u.steiner@schmolz-bickenbach.com

www.schmolz-bickenbach.com

About SCHMOLZ + BICKENBACH

The SCHMOLZ + BICKENBACH Group is today one of the world's leading providers of individual solutions in the special long steel products sector. The Group is one of the leading manufacturers of tool steel and non-corrosive long steel on the global market and one of the two largest companies in Europe for alloyed and high-alloyed quality and engineering steels. With more than 10,000 employees and its own production and distribution companies in 30 countries on 5 continents, the company guarantees global support and supply for its customers and offers them a complete portfolio of production and sales & services around the world. Customers benefit from the company's technological expertise, consistently high product quality around the world as well as detailed knowledge of local markets.

Disclaimer

This communication constitutes neither an offer to sell nor a solicitation to buy securities of SCHMOLZ + BICKENBACH AG and it does not constitute a prospectus or a similar notice within the meaning of article 652a and/or article 752 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The offer and listing will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of SCHMOLZ + BICKENBACH AG should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge at UBS AG, Prospectus Library, P.O. Box, CH-8098 Zurich (telephone number: +41 (0)44 239 47 03 (answering machine), facsimile: +41 (0)44 239 69 14 or email: swiss-prospectus@ubs.com), at Credit Suisse AG, Zurich, Switzerland (email: equity.prospectus@credit-suisse.com), and at SCHMOLZ + BICKENBACH AG, Landenbergstrasse 11, CH-6005 Lucerne (telephone number: +41 (0) 41 581 40 00, facsimile: +41 (0) 41 209 51 04 or email: ir@schmolz-bickenbach.com).

This communication is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.

This communication does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "Prospectus Regulation") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. The offering of the securities will only be made outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act ("Regulation S").

This communication is not for distribution in the United States, Canada, Australia or Japan. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so.

SCHMOLZ+BICKENBACH AG, Landenbergstrasse 11, CH-6005 Lucerne, phone +41 (0)41 581 40 00, www.schmolz-bickenbach.com

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