ad hoc

SKW Stahl-Metallurgie Holding AG: Loss amounting to more than half the registered capital within the meaning of § 92 (1) of German Act on Joint-Stock Companies (Aktiengesetz) expected – Extraordinary General Meeting

Unterneukirchen (Germany), January 29, 2016. The Executive Board of SKW Stahl-Metallurgie Holding AG, Unterneukirchen (Germany), ISIN DE000SKWM021, announces that – at the current state of compiling the full-year accounts for business year 2015 – it assumes the following, at best judgment: For the single-entity accounts (according to German GAAP (HGB)) as per December 31, 2015, a loss amounting to more than half the registered capital within the meaning of § 92 (1) of German Act on Joint-Stock Companies (Aktiengesetz) has occurred. Equity in the full-year accounts for the single entity (HGB) of SKW Stahl-Metallurgie Holding AG as per December 31, 2015, will amount – according to preliminary estimates – to slightly below EUR 0 (previous year: EUR 7.2 million).

The following three items are the main contributing factors to this decrease:
  • At SKW Stahl-Metallurgie GmbH, Unterneukirchen (Germany), an affiliate which is linked to SKW Stahl-Metallurgie Holding AG through a profit and loss transfer agreement, a provision exists for an antitrust fine. The fine was imposed back in 2009 for a period of time from 2004 to 2007; legal court proceedings are still pending about its amount and attribution. The provision for this fine (including interest) has to be increased as per December 31, 2015 due to new developments, to cover the risks involved.
  • Moreover, extraordinary impairment needs for certain inter-company loans and intercompany asset values are discernible due to the slump in the steel economy (in particular in the USA) and despite massive counteraction.
  • An equity-increasing effect arises from an extraordinary appreciation in value due to a Group-internal transaction in connection with the implementation of the growth strategy in India.
Although consolidating the Group accounts according to IFRS is still in progress, initial insights signal that Group equity as per December 31, 2015 will again be significantly positive, as will EBITDA for business year 2015, despite the aforementioned increase in provisions.

The Company has commenced a dialogue with the banks that are party to the syndicated loan contract concerning adjustment of the loan terms. The basis is the advancement of the restructuring concept (ReMaKe 2.0), which the SKW Metallurgie Group has developed jointly with a renowned restructuring consultant and which faces the additional challenges arising from the current dramatic downturn of the steel economy. Based on this planning, a positive future for SKW Stahl-Metallurgie Holding AG as well as for the SKW Metallurgie Group can be expected.

In parallel, Supervisory Board and Executive Board are engaged in intense discussions about additional measures for the further development of the Company.

In accordance with legal requirements, the Executive Board of SKW Stahl-Metallurgie Holding AG will without undue delay call a General Meeting to which the loss will be notified in accordance with § 92 (1) of German Act on Joint-Stock Companies (Aktiengesetz).