MCH Group | Ad hoc announcement pursuant to Art. 53 LR | Extraordinary General of Meeting 28 September 2022
September 06 2022 - 1:00AM
MCH Group | Ad hoc announcement pursuant to Art. 53 LR |
Extraordinary General of Meeting 28 September 2022
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
- Information Extraordinary General Meeting
- Ad hoc announcements
Contact:
MCH Group Ltd.Secretary of the Board of DirectorsChristian
Jecker+41 58 206 22 52christian.jecker@mch-group.com
Disclaimer / Forward-looking statementsThis
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.
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