Swiss Steel Group announces decisions of the Swiss Takeover Board

Swiss Steel Holding AG / Key word(s): Miscellaneous Swiss Steel Group announces decisions of the Swiss Takeover Board 14-March-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. Lucerne, March 14, 2024 | Swiss Steel Group announces the decisions of the Swiss Takeover Board regarding validity of a planned opting-out clause in the articles of association (863/01) and regarding a restructuring exemption from the obligation to make a public takeover offer (865/01)

On January 12, 2024, Swiss Steel Holding Ltd. submitted a request to determine the validity of a planned opting-out clause in its articles of association (the "Articles").

The Swiss Takeover Board (the "Takeover Board") issued the following decision on February 14, 2024:

1. Based on the files currently available to the Takeover Board, it is confirmed that the opting-out clause, which is to be submitted to the shareholders of Swiss Steel Holding Ltd., is valid under takeover law provided that (i) the shareholders of Swiss Steel Holding Ltd. are informed transparently about the introduction of the opting-out clause and its consequences and about the intentions, to the extent known, of PCS Holding AG, BigPoint Holding AG and the shareholder group consisting of Liwet Holding AG and ComplexProm Joint Stock Company, and (ii) the majority of the votes represented and the majority of the votes represented of the minority shareholders at the planned general meeting of Swiss Steel Holding Ltd. approve the opting-out clause.
2. It is confirmed that in the vote on the introduction of the opting-out clause at the planned general meeting of Swiss Steel Holding Ltd., the votes of PCS Holding AG, BigPoint Holding AG and the shareholder group consisting of Liwet Holding AG and ComplexProm Joint Stock Company are not to be counted when determining the "majority of the minority".
3. Swiss Steel Holding Ltd. shall publish the present decision at the same time as Swiss Steel Holding Ltd. announces the planned capital increase.
4. Swiss Steel Holding Ltd. must publish the provisions of the present decision as well as the reference to the right of objection of qualified shareholders, pursuant to article 6 and 7 Takeover Ordinance.
5. The present decision will be published on the website of the Takeover Board following its publication in accordance with clause 4 above.
6. If the present decision is not published, clause 1 and clause 2 shall only have legal effect in connection with the transaction described in this decision.
7. The fee payable by Swiss Steel Holding Ltd. amounts to CHF 50,000.

Objection (article 58 of the Takeover Ordinance)