Extraordinary General Meeting of MCH Group approves ordinary capital increase
FOR RELEASE IN SWITZERLAND – THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS COMMUNICATION IS PROHIBITED BY THE LEGENDS CONTAINED HEREIN.
The Extraordinary General Meeting of MCH Group Ltd. today approved the proposed ordinary capital increase of a nominal amount of up to CHF 18,586,688 by issuing up to 18,586,688 new registered shares while granting the subscription rights of the shareholders. MCH Group Ltd. is launching its corresponding rights offering as of September 29, 2022, at an offer price per new registered share of CHF 4.75.
In total, 86.9 % of the registered voting rights was represented at the Extraordinary General Meeting. The proposal of the Board of Directors to the Extraordinary General Meeting was clearly approved with 91.5 % of the votes cast.
«With the approval of the Extraordinary General Meeting, the necessary capital can be obtained to secure the growth of the company and the refinancing of the CHF 100 million bond due in May 2023,» says the Chairman of the Board of Directors Andrea Zappia. «This will benefit all our stakeholders – our customers and partners, our locations as well as our shareholders and employees.»
The subscription period will start on Thursday, 29 September 2022, and lasts until Monday, 10 October 2022, 12:00pm (noon) CEST. The subscription rights will be tradable on the SIX Swiss Exchange for the period from 29 September 2022 to 6 October 2022. The first trading day of the new registered shares is scheduled for 13 October 2022. The terms and conditions of the rights offering are governed by the prospectus dated 28 September 2022.
The prospectus will be published tomorrow, Thursday, September 29, 2022, and can be ordered from then free of charge from MCH Group Ltd. by e-mail at ir@mch-group.com (subject to certain restrictions imposed by local laws).
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. 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. on September 29, 2022 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.
