Swiss Steel Holding AG publishes rights offering prospectus and announces the launch of its rights offering

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Swiss Steel Holding AG publishes rights offering prospectus and announces the launch of its rights offering

Lucerne, April 8, 2024 – Swiss Steel Holding AG (the "Company") today announces the publication of the rights offering prospectus as well as the launch on April 11, 2024 of its rights offering to strengthen the capital and liquidity and reduce the indebtedness of the Company.

On April 4, 2024, an extraordinary general meeting of the Company's shareholders approved an increase of the Company's share capital through the issuance of 3,101,000,000 new registered shares as well as the reduction of the par value of all of the Company's shares from CHF 0.15 to CHF 0.08. As a result of the capital increase, the Company's share capital will increase from currently CHF 458,828,620.65 to CHF 492,788,597.68.

The targeted gross proceeds of EUR 300 million from the capital increase will be used to strengthen the Group's capital and liquidity and reduce its indebtedness in order to allow it to shift its focus on fully re-entering the market, in particular against the backdrop of an expected improving economy.

Today, the Company publishes the rights offering prospectus including key transactional dates. For every share held after close of trading on SIX Swiss Exchange on April 10, 2024, existing shareholders will receive one subscription right to subscribe for new shares to be issued in the capital increase. The new shares will be offered to existing shareholders at a ratio of 73 new shares for every 72 subscription rights held, subject to certain restrictions based on residency and applicable securities laws. The subscription rights will not be listed or traded and will lapse without compensation unless exercised during the rights exercise period.

The rights exercise period will start on April 11, 2024 and end on April 17, 2024, 12:00 noon CEST. Shares not taken up by existing shareholders may be offered to investors by way of a public offering in Switzerland and private placements to qualified investors outside of Switzerland and the United States in compliance with applicable securities laws ("Share Placement").

The number of new shares for which rights have been exercised is expected to be announced on April 17, 2024, after close of trading on SIX Swiss Exchange. The offer price for all new shares will be CHF 0.0925 per new share. The Share Placement period is expected to start on April 11, 2024 and end on April 18, 2024, 12:00 noon CEST at the latest. Payment of the aggregate offer price must be received by 12:00 noon CEST on April 22, 2024 in order for exercises of rights on purchases of shares in the Share Placement to be valid. It is expected that the listing on SIX Swiss Exchange, first trading day and delivery of the new shares will take place on or around April 25, 2024.

As previously announced, in order to ensure the targeted gross proceeds of EUR 300 million, the Company's main shareholder, BigPoint Holding AG, has committed to exercise all rights allocated to it and also to subscribe at the offer price of CHF 0.0925 for all new shares in respect of which rights have not been duly exercised during the rights exercise period, that have not been placed with investors in the Share Placement or for which the aggregate offer price has not been paid in time (Backstop).

The Company and BigPoint Holding AG have agreed to a lock-up period of six months after the closing of the rights offering, subject to certain exceptions.

The expected timetable for the planned rights offering and capital increase is summarized below*:

*Swiss Steel Holding AG, together with the sole global coordinator, reserves the right to extend or shorten the rights exercise period, the Share Placement period or terminate the rights offering, without any prior notice, at any time.

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This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, 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 any securities, 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. The offer and listing of any securities will be made solely by means of, and on the basis of, a prospectus which is to be approved by the competent review body and published.

This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement.

A decision to invest in securities of Swiss Steel Holding AG should be based exclusively on the prospectus published by Swiss Steel Holding AG (the "Company") for such purpose. Copies of such prospectus (and any supplements thereto) are available free of charge from UBS AG (email: swiss-prospectus@ubs.com). In addition, copies of such issue and listing prospectus (and any supplements thereto) are available free of charge in Switzerland from Swiss Steel Holding AG, Landenbergstrasse 11, 6005 Lucerne, Switzerland (email: ir@swisssteelgroup.com).

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, Japan or Australia 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 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. In the United Kingdom this document is only directed at persons who (i) are qualified investors and who are also (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order"); (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 persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any member state of the European Economic Area (each a "Relevant State") this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation.

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 up-date 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.

Neither the manager nor any of its 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, the manager and the other foregoing persons disclaim, to the fullest extent permitted 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.