ad hoc

Agreement on financial restructuring of SKW Metallurgy group

-
  • SKW and Speyside Equity have agreed on a concept of a broad financial restructuring of SKW group by means of a capital reduction and a subsequent debt-equity-swap
  • Sustainable debt relief makes equity dilution of existing shareholders inevitable
  • Measures of restructuring still require approval by shareholders
  • Cancellation of Annual General Meeting on August 31st 2017 and convocation of a new Annual General Meeting on October 10th 2017
Munich (Germany), August 25th 2017 SKW Stahl-Metallurgie Holding AG (WKN SKWM02 / ISIN DE000SKWM021) has agreed with Speyside Equity Industrial Europe Luxembourg S.à r.l., Luxembourg (presently still under the name of Luxembourg Investment Company 188 S.à r.l.), on a concept of a broad financial restructuring of SKW Metallurgy group. In order to achieve the necessary sustainable debt relief of the company, in a first step the capital will be reduced by 1:10. Secondly, Speyside Equity is to convert nominal 45 Mio. Euro credit claims acquired from the lenders under the syndicated loan agreement (outstanding amount approximately 74. Mio Euro) into equity by way of a capital increase against contribution in kind (debt-equity-swap). The company assumes that the lenders and Speyside Equity will agree shortly on the binding sale of the credit claims. In the course of the capital increase against contribution in kind 12.425.367 new shares will be issued. Thereby Speyside Equity strives for a shareholding of 95% in SKW group. Speyside Equity has announced that they intend to file an application pursuant to §327a AktG (Squeeze out) shortly after execution of the debt-equity-swap. The report of an international prestigious auditing company also supports this as being adequate. In addition, the concept provides broad lines of a refinancing for SKW Metallurgy group and strategic options for future development, especially in the key market North America.

In order to avoid high costs and to explain the concept to the shareholders in its entirety, the two originally planned Annual General Meetings will be concentrated in one on October 10th 2017. The primarily announced Annual General Meeting on August 31st 2017 will be cancelled.

The management and the supervisory board of SKW support the concept and will recommend accepting it to the Annual General Meeting. In case that the capital reduction and the subsequent capital increase will not be adopted with the necessary majority, the complete repayment of the credit claims by January 31st 2018 cannot be guaranteed. Consequently, the existence of SKW Stahl-Metallurgie Holding AG would be threatened.