Art media

MCH Group | Ad hoc announcement pursuant to Art. 53LR |

Planned capital increase of MCH Group SA.

Swiss Takeover Board approves applications

MCH Group SA (SIX: MCHN) announced today that the Swiss Takeover Board has approved the requests of MCH Group SA and its two reference shareholders in the context of the planned capital increase, in particular with regard to a exemption within the meaning of Article 136(1) (e) FinMIA from the obligation to make an offer (restructuring exemption).

With the planned capital increase, MCH Group SA intends to secure the investments necessary for the growth of the company and the refinancing of the bond loan of 100 million francs maturing in May 2023. Following the approval of the cantonal parliament of Basel for the participation of the Canton of Basel-City and the granting of an exemption from the obligation to present a public takeover bid by the Takeover Board, MCH Group SA can prepare the planned capital increase as planned and submit it to an Extraordinary General Meeting in the fall. The Canton of Basel-Stadt and Lupa Systems intend to participate equally in the planned capital increase to the tune of CHF 34 million each. The capital increase must be carried out with subscription rights for all shareholders.

MCH Group SA is required to publish the decision of the Takeover Board.

Decision 825/01 of the Takeover Board of July 27, 2022
(convenience translation from the authoritative German original)

“The Takeover Board decides:

1. It is confirmed on the basis of the records currently available to the Takeover Board that (i) as a result of the agreement and/or the execution of the transaction described, neither Lupa Investment Holdings, LP nor Lupa Systems LLC neither the canton of Basel-City nor MCH Group SA act in concert with regard to the control of MCH Group SA within the meaning of art. 33 FMIO-FINMA and (ii) neither the agreement nor the execution of the transaction described triggers for Lupa Investment Holdings, LP, Lupa Systems LLC, the Canton of Basel-Stadt or MCH Group SA, together or individually, the obligation to make an offer within the meaning of Art. 135 par. 1 sentence 1 FMIA concerning the listed equity securities of MCH Group SA.

2. On the basis of the records currently available to the Takeover Board, the canton of Basel-City benefits, within the framework of the operation described, from a derogation within the meaning of art. 136 para. 1 bed. e FMIA from the obligation to make a public purchase offer in accordance with Art. 135 par. 1 sentence 1 FMIA on listed equity securities of MCH Group SA without conditions.

3. MCH Group SA publishes the provisions of this decision as well as the reference to the right of opposition of qualified shareholders, pursuant to art. 61 para. 3 and 4 takeover bids.

4. This decision will be published on the website of the Takeover Board following its publication in accordance with clause 3 above.

5. The fees owed by MCH Group AG, the Canton of Basel-Stadt and Lupa Investment Holdings, LP jointly and severally liable amount to CHF 40,000.”

The Board of Directors of MCH Group has decided not to publish a separate report within the meaning of Art. 61 para. 3 bed. a of the Takeover Ordinance.

A shareholder who holds at least 3% of the voting rights of MCH Group, exercisable or not (a “qualified holding”, art. 56 OPA), since the date of publication of the decision, may lodge an objection against the decision of the TOB . The opposition must be filed with the Takeover Board within five trading days from the date of publication of the decision. The objection must contain a request, summary reasons and proof of qualified participation in accordance with article 56 al. 3 et al. 4 OPA from the date of publication of the decision (art. 58 al. 3 OPA).

MCH Group AG
Secretary of the Board of Directors
Christian Jecker
+41 58 206 22 52
[email protected]

Disclaimer / Forward-Looking Statements
This document does not constitute an offer to subscribe, buy or sell any of the securities mentioned herein or any other securities in any jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States absent registration or an exemption. registration under the Securities Act. This communication does not constitute an offer or an invitation to subscribe or purchase securities of MCH Group Ltd. This publication may contain certain forward-looking statements regarding the Company and its business. These statements involve certain risks, uncertainties and other factors that could cause the actual results, financial condition, performance or achievements of the Company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on such statements, particularly in connection with any contract or investment decision. The Company disclaims any obligation to update these forward-looking statements.