Board of Directors of the MCH Group sets out its position on the package of measures for restructuring the company

In a letter to shareholders, the Board of Directors of the MCH Group has set out its detailed position regarding the measures drawn up for restructuring the company, which it will submit to the forthcoming Extraordinary General Meeting on 3 August 2020 for a decision. The Board clearly points out that the General Meeting’s approval is required for all the measures if the restructuring solution is to materialise. If this overall package were to fail, extremely little time would be left for developing and implementing alternative restructuring solutions before it was too late.

The corona crisis has left the MCH Group in an extremely precarious position, after it had made good progress on the realignment initiated at the end of 2018. Financial restructuring measures are now indispensable to secure the group’s survival. The proposed two-stage capital increase makes it possible to inject fresh capital into the company without proceeding to a capital cut or an emergency sale of parts of the company’s assets, which would be painful for all shareholders.

The Board of Directors has always been clearly in favour of keeping the MCH Group intact, and this was also specified in the requirement criteria for interested investors. The Board thus clearly rejected the full takeover planned by an investor group, which intended to subsequently break up the company through the sale of business units including Art Basel and the Live Marketing Solutions division.

Lupa Systems was by far the best fit for the catalogue of criteria defined for a new anchor shareholder and strategic partner, and the choice ultimately fell on this company. It is pursuing a long-term approach. This is borne out by an agreement that is to run for at least 15 years, guaranteeing inter alia that trade fairs, exhibitions and other events will continue to be held at the Basel and Zurich venues and that Art Basel will be staged in Basel.

Finally, the Board of Directors also sets out its position with regard to the price per share taken as a basis for the proposed capital measures. In setting the price, the Board did not allow itself to be guided by the current speculation-driven share value but, as is customary for such transactions, took the 60-day average share price prior to the onset of the wave of speculation concerning the MCH Group. Given the current high risk due to the great uncertainty prevailing in the trade fair and exhibition business, the Board of Directors considers the set price of CHF 10.50 to be appropriate. Shareholders from the public wishing to participate in the second tranche of the forthcoming capital increases will also benefit from this.

The Board of Directors also points out that the restructuring package as a whole could not have been put together without the cooperation of the public-sector shareholders. The cantonal and municipal shareholders are making a key contribution to the sustainable restructuring of the MCH Group by surrendering their subscription rights without a fee, postponing loan repayments, converting loans into share capital and supporting modern governance through their backing for the downsizing of the Board of Directors and the abolition of the restriction on voting rights.

Wichtiger Hinweis | Important Note
Dieses Dokument dient der Information der Aktionärinnen und Aktionäre der MCH Group AG im Hinblick auf die Kapitalerhöhungen, die der ausserordentlichen Generalversammlung der MCH Group AG vom 3. August 2020 zur Abstimmung vorgelegt werden. Dieses Dokument stellt weder ein Angebot noch eine Aufforderung zum Kauf oder zur Investition in Effekten der MCH Group AG oder einer ihrer Konzerngesellschaften dar. Dieses Dokument ist weder ein Prospekt im Sinne des Bundesgesetzes über Finanzdienstleistungen («FIDLEG») noch ein Emissionsprospekt gemäss Art. 652a des Schweizerischen Obligationenrechts, ein Kotierungsprospekt im Sinne des Kotierungsreglements der SIX Swiss Exchange AG oder ein Prospekt gemäss irgendeiner anderen Gesetzgebung oder Regelung. Exemplare dieses Dokuments dürfen weder in Länder versandt noch in Ländern verteilt bzw. aus solchen versandt werden, in welchen dies gesetzlich unzulässig oder untersagt ist. Eine Entscheidung über eine Teilnahme an der Kapitalerhöhung mit Bezugsrechten der MCH Group AG, die der ausserordentlichen Generalversammlung der MCH Group AG vom 3. August 2020 zur Abstimmung vorgelegt wird, ist ausschliesslich auf der Grundlage des entsprechenden Emissions- und Kotierungsprospekts, der zu diesem Zweck von der MCH Group AG veröffentlicht wird, und nicht anhand dieses Dokuments zu treffen. Exemplare dieses Emissions- und Kotierungsprospekts werden voraussichtlich ab 4. August 2020 gratis verfügbar sein.
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