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, February 6, 2020 – SCHMOLZ + BICKENBACH, a global leader in special long steel, has today launched a change of control offer for the EUR 350 million 5.625% Senior Secured Notes issued on April 24, 2017 and June 25, 2018 with maturity in 2022 that was triggered by a change of control event on January 8, 2020.
The holders of the Senior Secured Notes were informed today that a change of control within the meaning of the terms and conditions of the Senior Secured Notes has occurred in connection with a share issue of SCHMOLZ + BICKENBACH AG, the parent company of the issuer SCHMOLZ + BICKENBACH Luxembourg Finance S.A. ("Issuer"). Due to such share issue, Martin Haefner directly or indirectly holds 49.6% of the outstanding shares of SCHMOLZ + BICKENBACH AG. The capital increase became effective on January 8, 2020.
Due to the occurrence of this change of control, the holders of the Senior Secured Notes have the right to request the Issuer to repurchase the Senior Secured Notes at a purchase price of 101% of the nominal value plus accrued and unpaid interest and any additional amounts.
The offer period to holders of the Senior Secured Notes will end on March 13, 2020 at 5.00 p.m. Central European Time (CET). The purchase of the validly tendered Senior Secured Notes will be settled against payment of the purchase price on March 31, 2020.
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For further information:
Dr Ulrich Steiner
Vice President Corporate Communications, Investor Relations & CSR
Telephone +41 (0)41 581 4120
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.
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. This publication constitutes neither an offer to sell nor a solicitation to buy securities of SCHMOLZ+BICKENBACH AG. The securities have already been sold.
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.