MCH Group | Ad hoc announcement pursuant to Art. 53 LR | Conditions of the capital increase
27 Septiembre 2022 - 12:00AM
MCH Group | Ad hoc announcement pursuant to Art. 53 LR | Conditions
of the capital increase
MCH Group announces the conditions of the capital
increase
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.
Contact:MCH Group Ltd.Secretary of the Board of
DirectorsChristian Jecker+41 58 206 22
52christian.jecker@mch-group.com
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.
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