EQS-Adhoc: Von Roll Holding AG: Annual result 2015

EQS Group-Ad-hoc: Von Roll Holding AG / Key word(s): Final Results Von Roll Holding AG: Annual result 2015

2016-03-16 / 07:00 Release of an ad hoc announcement pursuant to Art. 53 KR. The issuer is solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION, CIRCULATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OF AMERICA ("U.S.") OR TO U.S. PERSONS, JAPAN, AUSTRALIA OR ITALY OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Von Roll: Annual result for 2015

- Sales down by 15.3% due to currency and copper effects as well as low crude oil prices

- Plant consolidation and modernisation measures on track

- EBIT of minus CHF 23.0 million, a much smaller loss than the previous year

- CHF 150 million convertible bonds issued to secure long-term funding

Au/Wädenswil, 16 March 2016 - Von Roll Holding AG today published its results for the financial year 2015, a year shaped by external factors such as the strong Swiss franc, the low copper and crude oil prices and the economic downturn in China. Sales were low as a result of weak demand from the key high-voltage electricity segments, especially for products used in large generators in hydroelectric, nuclear and coal-, oil- and gas-fired power stations. In volume terms, sales of components for large industrial motors almost halved due to the low crude oil price. Despite adjustments to capacities, these factors prevented the marginally positive EBIT that had been planned.

By contrast, sales of products increased in volume terms in the newly defined strategic growth markets, confirming that the course we have now set is the right one. Up-and-coming market segments such as the automotive industry, renewable energies and fire-resistant cables enjoyed a very positive trend. Unfortunately, these growth markets have not yet been able to fully offset the downturn in the conventional high-voltage segments.

The gross margin dipped only slightly, making it a much less severe fall than that in sales. This demonstrates that the consolidation of production capacity and measures to improve productivity have boosted our operating performance.

The process to take Von Roll to the next level remained on track in 2015. Although consolidating its global production capacities stabilised capacity utilisation, the desired level has not yet been reached. Eight production facilities were shut down and some of the product portfolio incorporated at other sites.

It is not only the consolidation of production capacity, but also the investment in new, high-performance machines and processes that is making Von Roll more competitive in the long term. Apart from the plant optimisation measures, the focus is on cultivating markets, developing applications and launching new products. Investing in research and development in new market segments in particular has shown itself to be the right way to gain additional market share.

Within the space of just two years, Von Roll has won some major long-term orders, opening up completely new avenues for the company in high-growth market segments. For instance, our products are now used for energy storage in both electric vehicles and stationary systems.

For further details, please refer to the Annual Report 2015, which can be viewed online at http://www.vonrollgroup.com/en/media--investor-relations/reports-and-publications/finance-reports/.

Key figures in CHF 1,000 2015 2014 Change Order intake 356,603 416,382 -14.4% Net sales 354,806 418,844 -15.3% thereof Insulation 234,268 279,046 -16.0% thereof Composites 112,006 125,304 -10.6% thereof Other activities 8,532 14,494 -41.1% EBIT -23,035 -32,495 +29.1% Net income for the period -34,875 -90,204 +61.3% Cash flow from operating activities -14,359 3,032 n/a Equity ratio 18% 26% -8 ppt. Number of employees (FTE) 2,002 2,248 -10.9%

Von Roll Holding AG is planning to issue a CHF 150 million convertible bonds with a term of six years and a conversion price of CHF 1.00. It will have a coupon of 1.00% p.a., payable annually in arrears. With the bonds, the company intends to raise long-term funds in good time to ensure repayment of the CHF 150 million bonds currently outstanding, which is due in autumn 2016. Shareholders are to be offered the opportunity to subscribe to the convertible bond pro rata based on the number of shares held and the bond is to be listed on the SIX Swiss Exchange. The advance subscription rights will not be tradeable. Any such rights not exercised by shareholders within the subscription period of 24 March to 12.00 noon CEST on 6 April 2016 shall lapse without compensation. Each shareholder is entitled to purchase a convertible bond in exchange for 1,185 shares held after close of trading on 22 March 2016 at a nominal value of CHF 1,000. The principal shareholder group has undertaken to purchase all convertible bonds which will not be sold in the offering.

At the forthcoming Annual General Meeting of Von Roll Holding AG on 13 April 2016, the Board of Directors is to propose the election of Dr. Christian Hennerkes as a new member of the Board of Directors.

About Von Roll Holding AG: As a Swiss industrial company, Von Roll Holding AG focuses on products and systems for power generation, transmission and distribution. Von Roll is a global market leader for electrical insulation products, systems and services and has a worldwide presence in around 30 sites with about 2,000 employees.

Contact: Claudia Guentert, Corporate Communications T: +41 44 204 3529, F: +41 44 204 3007, E: press@vonroll.com

This press release is based on information currently available. Unforeseeable risks and influences may lead to discrepancies with the statements made here. Furthermore, rounding differences may lead to discrepancies in the reported figures. For more information on the company and its business performance, please refer to the Annual and Semi-Annual Report of Von Roll Holding AG, which are available in digital form at www.vonroll.com.

This document does not represent an invitation to purchase or subscribe to securities of Von Roll Holding AG or a prospectus within the meaning of the applicable Swiss law (Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 ff. of the listing rules of the SIX Swiss Exchange). Investors should base their decision to purchase or subscribe to shares or convertible bonds of Von Roll Holding AG solely on the issue and listing prospectus, which is expected to be published by Von Roll Holding AG from 24 March 2016 onwards and made available free of charge from Von Roll Holding AG (Passwangstrasse 20, CH-4226 Breitenbach (e-mail: investor@vonroll.com)) and Privatbank IHAG Zürich AG (Bleicherweg 18, CH-8002 Zurich (e-mail: prospectus@pbihag.ch)). Investors are also advised to consult their bank or their financial advisor before making any investment decision.

This document may contain certain forward looking statements, e.g. information that uses the words "believes", "assumes", "expects", "forecasts", "plans", "may", "could", "looks set to", "will" or similar terms. Forward-looking statements of this kind are based on known and unknown risks, uncertainties and other factors that may result in the company's actual results, financial situation or performance deviating significantly from the scenarios portrayed directly or indirectly in the forward-looking statements. Given these uncertainties, readers should not rely on these forward-looking statements. Von Roll Holding AG is not responsible for updating these forward-looking statements or adapting them in light of future events or developments.

The information contained herein does not represent an invitation to sell or a solicitation to make a purchase offer in countries in which an invitation or solicitation of this kind would be illegal without the appropriate authorisation, registration, exemption from authorisation or registration requirements, or any other actions.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia, Hong Kong or any jurisdiction in which such an offer or solicitation is unlawful. The Von Roll Holding AG shares and the convertible bonds have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Von Roll Holding AG shares and the convertible bonds are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.

The Von Roll Holding AG shares and the convertible bonds have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any (MORE TO FOLLOW) Dow Jones Newswires

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of the foregoing authorities passed upon or endorsed the merits of the offering of the convertible bonds or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. 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 "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (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.

Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

End of ad hoc announcement

2016-03-16 News transmitted by EQS Schweiz AG. www.eqs.com - news archive: http://switzerland.eqs.com/de/News

The issuer is responsible for the contents of the release. Language: English Company: Von Roll Holding AG Steinacherstr. 101 8804 Au Switzerland Phone: +41 44 204 3500 Fax: +41 44 204 3007 E-mail: reception@vonroll.com Internet: www.vonroll.com ISIN: CH0003245351 Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart; Open Market in Frankfurt ; SIX

End of News EQS Group News Service 445519 2016-03-16

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