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Swiss Steel Holding AG

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Ad hoc news News vom 19.12.2019

SCHMOLZ + BICKENBACH AG announces results of the rights offering

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 19, 2019 – SCHMOLZ + BICKENBACH, a global leader in special long steel, today announces the results of the rights offering in the context of the planned capital increase of at least CHF 325 million. Up to 2,511,085,200 Offered Shares which have not been validly subscribed for in the rights offering will be available for allocation in the international offering. Based on the instructions resolved by the extraordinary shareholders' meeting on December 2, 2019, the final offer price and final number of new shares sold will be determined and announced by SCHMOLZ + BICKENBACH after close of trading on December 20, 2019, the last day of the international offering.

In the context of the planned capital increase of at least CHF 325 million through the issuance of up to 2,953,125,000 new registered shares (the "Offered Shares"), SCHMOLZ + BICKENBACH AG (the "Company") today announces the results of the rights offering. The subscription period for the new registered shares ended yesterday at 12:00 noon (CET) and the existing shareholders of the Company have subscribed for Offered Shares for each of the possible offer prices as listed in the table below:

Offer price per Offered Share	Number of Offered Shares which have been validly subscribed for
CHF 0.20	442,039,800
CHF 0.25	221,289,877
CHF 0.30	111,767,019

Up to 2,511,085,200 Offered Shares which have not been validly subscribed for by existing shareholders of the Company will be available for allocation in the international offering. BigPoint Holding AG (‘‘BigPoint’’) has, subject to certain conditions, committed to bid to purchase Offered Shares in the international offering in the amount of up to CHF 325 million (the ‘‘Backstop Bid’’). BigPoint is ultimately beneficially owned by Martin Haefner. Based on the instructions resolved by the extraordinary shareholders' meeting on December 2, 2019, the capital increase shall only exceed CHF 325 million in order to enable Liwet Holding AG ("Liwet") to hold not more or less than 25%, and BigPoint and Martin Haefner to hold not more or less than 37.5% of the Company's shares after completion of the capital increase. As a result, there may be no or only a limited number of Offered Shares available in the international offering for allocation to investors other than BigPoint and Liwet.

The final offer price per Offered Share in the rights offering and the international offering as well as the final number of new shares sold will be determined and announced by the Company after close of trading on SIX Swiss Exchange on the last day of the international offering on December 20, 2019 based on (i) the rights exercised in the rights offering, (ii) the bookbuilding conducted in the international offering and (iii) the objective of achieving an offer price as high as possible, provided that the Company’s share capital is increased by at least CHF 325 million.

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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