Parameters of the proposed capital increase
With the publication and the mailing of the documents of the Extraordinary General Meeting on 28 September 2022, MCH Group announces the parameters of the announced rights offering and the proposed ordinary capital increase:
The Board of Directors intends to determine the maximum number of new shares to be offered in the rights offering in a way that, based on the subscription price, gross proceeds in the maximum amount of up to around CHF 80 million will be generated. Thereof CHF 68 million are backstopped by the Canton of Basel-Stadt and Lupa Systems.
In the invitation to the Extraordinary General Meeting published today, the Board of Directors proposes an ordinary capital increase through issuance of up to 18,586,688 new registered shares with subscription rights of the shareholders. The final proposed maximum number of new shares to be issued and the subscription price are expected to be determined and announced by the Board of Directors shortly before the Extraordinary General Meeting.
As a result of the capital increase, the shareholding of the Canton of Basel-Stadt and of Lupa Systems in the MCH Group is expected to increase to over 33 1/3% each. The Swiss Takeover Board (TOB) has granted the Canton of Basel-Stadt on 27 July 2022 an exemption from the obligation to make an offer pursuant to Article 135 of the Financial Market Infrastructure Act (FINMIA) for all listed equity securities of the company (so-called mandatory offer) if this threshold is exceeded. As the current articles of association of the MCH Group provide for a selective opting-up in favour of Lupa Systems and the persons acting in concert with it, exceeding the threshold of 33 1/3% in connection with the capital increase will also for Lupa Systems not trigger an obligation to make an offer under Article 135 FINMIA.
The conditions for the rights offering will be specified in a prospectus that the MCH Group will publish following the approval of the capital increase. The subscription rights shall be transferable and tradable.
The publication of the prospectus and the start of the rights exercise period shall take place promptly after the approval of the Extraordinary General Meeting of the proposed ordinary capital increase.
The Extraordinary General Meeting on 28 September 2022, will be held in written form. Shareholders can exercise their rights exclusively by appointing the independent proxy.
MCH Group Ltd.
Secretary of the Board of Directors
+41 58 206 22 52
Disclaimer / Forward-looking statements
This document constitutes neither an offer nor an invitation to purchase or invest in securities of MCH Group Ltd. or one of its group companies. This document is neither a prospectus within the meaning of the Financial Services Act («FINSA») nor a prospectus according to any other legislation or regulation. Copies of this document may not be sent to, distributed in or sent from countries where this is prohibited by law. A decision to participate in the capital increase with subscription rights of MCH Group Ltd., which will be submitted to the vote of the Extraordinary General Meeting of MCH Group Ltd. on 28 September 2022, must be taken exclusively on the basis of a prospectus approved by a review body in accordance with Art. 51 FINSA, which will be published by MCH Group Ltd. for this purpose, and not on the basis of this document. Copies of such a prospectus will be available free of charge from the time of its publication.
This document and the information contained herein is not for publication or distribution into the United States of America (the «United States») and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended, or the «Securities Act») or publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States. The securities mentioned herein have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold 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 applicable state or local securities laws. This document does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States or in any other jurisdiction.
Any offer of securities referred to herein, if and when made in member states of the European Economic Area («EEA»), will only be addressed to and directed to «qualified investors» within the meaning of Article 2(e) of the Prospectus Regulation («Qualified Investors»). For these purposes, the expression «Prospectus Regulation» means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations. Any offer of securities referred to herein will be made pursuant to exemptions under the Prospectus Regulation from the requirement to produce a prospectus in connection with offers of securities.
For readers in the United Kingdom, this announcement is only being distributed to and is only directed at qualified investors within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (A) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the «FSMA Order») or (B) high net worth entities falling within Article 49(2)(a) to (d) of the FSMA Order (all such persons being referred to as «relevant persons»). Any securities referred to herein are expected to only be 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 announcement or any of its contents.