MCH Group Ltd. has defined the conditions of the planned ordinary capital increase: Subject to the approval of tomorrow’s Extraordinary General Meeting and the final decision on the launch of the rights offering, up to 18,586,688 registered shares with a nominal value of CHF 1.00 each are to be issued in the capital increase. The offer price per new registered share has been set at CHF 4.75.
Eligible shareholders will be allocated one subscription right per registered share held after the close of trading on 28 September 2022. The exercise of four subscription rights entitles to purchase five new registered shares against payment of the offer price of CHF 4.75 per new registered share.
MCH Group will offer the new registered shares to its existing shareholders during the subscription period from 29 September 2022 to 10 October 2022, 12:00pm (noon) CEST. Trading on the SIX Swiss Exchange has been requested for the subscription rights for the period from 29 September 2022 to 6 October 2022. Subscription rights that are not validly exercised during the subscription period will expire without compensation. The final number of new registered shares will be announced on or around 11 October 2022 prior to the start of trading on SIX Swiss Exchange.
MCH Group reserves the right to offer for sale or otherwise place on the market the new registered shares that have not been validly exercised during the subscription period at a placement price that is not lower than the offer price. Delivery of the new shares against payment of the offer price or the placement price is scheduled for 13 October 2022.
The Canton of Basel-Stadt and Lupa Systems have committed to exercise their allocated subscription rights up to a total amount of CHF 34 million each in the course of the capital increase and to acquire additional new registered shares for which subscription rights have not been exercised. The planned gross proceeds will thus amount to at least CHF 68 million. As previously announced, the Board of Directors is targeting gross proceeds of a maximum of approximately CHF 80 million. In the unlikely event that all new shares can be placed, the gross proceeds would amount to CHF 88 million.
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.