Swiss Steel Holding AG

  • ISIN: CH0005795668
  • Land: Schweiz

Nachricht vom 01.02.2021 | 07:00

Allegations of Liwet Holding AG not credible - District Court of Lucerne fully rejects request for provisional measures

Swiss Steel Holding AG / Key word(s): Capital Increase

01-Feb-2021 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.


FOR RELEASE IN SWITZERLAND - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

Lucerne, 1 February 2021 - As announced on 7 January 2021, Liwet Holding AG ("Liwet") obtained a block on the registration with the commercial registry of the Canton of Lucerne of the capital increase, which had been approved with an overwhelming majority at the extraordinary shareholders meeting held on 22 December 2020. Subsequently Liwet filed for an injunction with the district court of the city of Lucerne seeking a provisional measure for the purpose of continuing of the block on the registration.

In its decision dated 29 January 2021, the district court has now rejected Liwet's request for provisional measure on the grounds that Liwet failed to present credibly valid reasons why the capital increase approved by shareholders on 22 December 2020 could be challenged. Amongst others, the court held that Liwet had failed to credibly show that its minority rights would be violated by the planned capital increase. The court further held that it was not credible that Liwet would be disadvantaged vis-à-vis BigPoint Holding in the planned capital increase in any unjustified manner. Finally, the court recognized that Swiss Steel Holding AG had good reasons for executing the capital increase and rejected Liwet's allegations claiming that the shareholders had not been sufficiently informed.

The decision of the district court is subject to a right of appeal to the Cantonal Court of Lucerne, whereby the district court expressly held that an appeal would have no suspensive effect, unless decided otherwise by the court of appeal. For procedural reasons it is therefore at present not entirely clear whether or when, respectively, the block on the registration will be lifted to enable the company to start the execution of the capital increase. It cannot be excluded that despite the clear findings of the court, Liwet will continue to obstruct the process irrespective of the damage it thereby knowingly causes to the company and all other shareholders. In that case, Swiss Steel Holding AG continues to be determined to defend itself with all appropriate legal remedies against the irresponsible actions of Liwet and its representatives.

Swiss Steel Holding AG will continue to inform the public as the matter further progresses.

-END-

For further information:

For media queries:
Dr. Andrea Geile, a.geile@swisssteelgroup.com, tel +41 (0)41 581 4121

For analyst/investor inquiries:
Daniel Geiger, d.geiger@swisssteelgroup.com, tel +41 (0)41 581 4160

 
Media Release (PDF)

About Swiss Steel Group

The Swiss Steel Group is currently one of the world's leading providers of customized solutions in the field of special long steel products. The Group is also one of the leading manufacturers in the global market for both tool steel and stainless long steel and is one of the two largest companies in Europe for alloyed and high-alloy engineering steel. With more than 10,000 employees at its own production and distribution companies in over 30 countries across five continents, the Company supports and supplies its customers around the globe and offers them a full worldwide portfolio from Production and Sales & Services. They benefit from the Company's technological expertise, consistently high product excellence across the globe, and in-depth knowledge of local markets.

Disclaimer

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is (i) not a prospectus within the meaning of Article 35 et seqq. of the Swiss Federal Act on Financial Services, (ii) not a listing prospectus as defined in articles 27 et seqq. of the listing rules of the SIX Swiss Exchange AG or of any other stock exchange or regulated trading venue in Switzerland and (iii) not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or 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, 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.

A decision to invest in securities of Swiss Steel Holding AG should be based exclusively on the issue and listing prospectus published by Swiss Steel Holding AG (the "Company") for such purpose.

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, Australia or Japan 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 into the United State or 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. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (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 per-sons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state is only addressed to qualified investors in that member state within the meaning of Regulation (EU) 2017/1127 and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or a qualified investor may act or rely on this document or any of its contents.

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 update 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.

None of the underwriters or any of their respective 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, each of the underwriters and the other foregoing persons disclaim, to the fullest extent permit-ted 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



End of ad hoc announcement

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