Breitenbach/Wesel, December 19, 2023 – On November 28, 2023, Von Roll Holding AG submitted a request to SIX Exchange Regulation AG (SER) for approval to delist the bearer shares of Von Roll and seek exemption from certain disclosure requirements in connection with the takeover by ELANTAS GmbH, a division of the specialty chemicals group ALTANA AG. Both applications have received approval from SER.
In its decision dated December 18, 2023, SER endorsed the delisting of all bearer shares, each with a nominal value of 0.10 Swiss francs, belonging to Von Roll Holding AG, Breitenbach (security no. 324535; ISIN: CH0003245351). The delisting of Von Roll shares will occur once the judgment of the relevant court on the cancelation becomes final. SER, in consultation with Von Roll, will determine the last trading day and the delisting date following the issuance of the final judgment.
Also on December 18, 2023, SER granted approval for the request to exempt Von Roll from specific disclosure obligations. Von Roll is now exempt from the following disclosure requirements, effective from the publication date of this ad hoc announcement (the content of sections I to III of the dispositive of SER's decision is reproduced here verbatim as a mandatory publication):
I. Von Roll Holding AG (Issuer) is exempt from the following obligations until the conclusion of the validity period of the Best Price Rule, as per Art. 10 para. 1 of the Swiss Takeover Board's Ordinance on Public Takeover Offers dated August 21, 2008 (Takeover Ordinance, TOO), up to and including May 16, 2024:
- Publication of the Annual Report 2023 (Art. 49 ff. LR in conjunction with Art. 10 ff. Directive on Financial Reporting [DFR] and Art. 9 para. 2.01 (1) Directive Regular Reporting Obligations [DRRO]);
- Publication of ad hoc announcements (Art. 53 LR in conjunction with the Directive on Ad hoc Publicity [DAH]), excluding the publication of an ad hoc announcement regarding the announcement of the date of delisting of the issuer's bearer shares once this date is determined;
- Disclosure of management transactions (Art. 56 LR);
- Management of the company calendar (Art. 52 LR);
- Compliance with the following regular reporting obligations (Art. 55 LR in conjunction with Art. 9 of the Directive Regular Reporting Obligations [DRRO]):
- Point 1.05 (change of the auditing body);
- Point 1.06 (Change in the balance sheet date);
- Point 1.08 (4) (Amendment to the corporate calendar weblink);
- Point 1.08 (5) (Amendment web link to the annual and half-year reports);
- Point 2.01 (Submission of financial statements);
- Point 3.03 (Invitation to the General Meeting);
- Point 3.05 (Resolutions regarding opting out/opting up);
- Point 3.06 (amendment regarding transfer restrictions);
- Point 5.02 (notification of conditional capital).
II. The exemption under Clause I commences with the publication of the ad hoc announcement in accordance with the provisions of Clause V.
III. If the obligations under Point I are reinstated, i.e., immediately after the expiration of the Best Price Rule, the issuer must publish the 2023 Annual Report within two months of the date on which the obligations under Point I are reinstated and submit it to SIX Exchange Regulation AG (Art. 49 ff. LR in conjunction with Art. 10 ff. DFR and Art. 9 para. 2.01 (1) DRRO).
About ALTANA:
ALTANA is a global leader in true specialty chemicals. The Group offers innovative, environmentally compatible solutions for coating manufacturers, paint and plastics processors, the printing and packaging industries, the cosmetics sector and the electrical and electronics industry. The product range includes additives, special coatings and adhesives, effect pigments, sealants and compounds, impregnating resins and varnishes, and testing and measuring instruments. ALTANA's four divisions, BYK Additives & Instruments, ECKART Effect Pigments, ELANTAS Electrical Insulation, and ACTEGA Coatings & Sealants, all occupy a leading position in their target markets with respect to quality, product solution expertise, innovation, and service.
Headquartered in Wesel, Germany, the ALTANA Group has 48 production sites and 63 service and research laboratories worldwide. Throughout the Group more around 7,000 people work to ensure the worldwide success of ALTANA. In 2022, ALTANA achieved sales of more than 3 billion euros. Around 7 percent of sales are invested in research and development every year. Its high earning power and high growth rate make ALTANA one of the most innovative, fastest growing, and profitable chemical companies in the world.
About ELANTAS:
ELANTAS, a company of ALTANA AG, produces protective materials and liquid insulating materials for the electrical and electronics industry. The products are used, for example, in electric motors, household appliances, cars, generators, wind turbines, transformers, capacitors, lights, and sensors. They help product developers build ever smaller and more powerful electrical and electronic devices, thus saving material and energy. At the same time, the products help to extend the life cycle of electrical and electronic components. ELANTAS is represented by twelve manufacturing companies in all the world’s major regions. In 2022, the company employed 1,083 people.
About Von Roll Holding AG:
Founded in 1823, Von Roll is one of the most well-established companies in Switzerland. In the course of Von Roll’s history, the company has had to adapt several times to a changing market environment and in the process evolved from the largest Swiss steel and ironworks into a state-of-the-art industrial company that is helping to drive the energy revolution.
Today, Von Roll is the global market leader for electrical insulation systems used in the largest wind turbines, develops high-performance technical materials for the next generation of batteries in the field of electromobility, and produces particularly environmentally friendly plastics for the aircraft industry. With 14 sites worldwide and some 1,000 employees, the group supplies customers in more than 80 countries.