Approval of the package of measures and initiation of the first tranche of capital increases

At the Extraordinary General Meeting on 27 November 2020, the shareholders of MCH Group Ltd. gave their clear approval to all the proposals of the Board of Directors with more than 96% of votes in favour. A total of 622 shareholders, representing 84% of the nominal value of the shares, voted in writing on the Board of Directors’ proposals. They approved the opting-up clause allowing Lupa Systems to hold a stake of up to 49% without being obliged to make a public offer, as well as the two capital increases for a total of up to CHF 104.5 million. In addition, they elected James Murdoch, Jeffrey Palker and Eleni Lionaki as new members of the Board of Directors who will be in office after the capital increases have been completed. The amendments to the Statutes in respect of the future composition of the Board of Directors and the lifting of the restrictions on voting rights were similarly approved with a large majority.

Foundation for the future

“We are delighted by the shareholders’ support. With their decision, they have laid the necessary financial and structural foundation for the future of our company”, said Board Chairman Ulrich Vischer, commenting on the outcome of the Extraordinary General Meeting. “We will be implementing the capital increases this year still.”

Bernd Stadlwieser, CEO of MCH Group, explained: “With their approval of the proposals of the Board of Directors, the shareholders are supporting both the package of measures for overcoming the corona crisis and the strategic realignment of the company. This gives us the assurance that we have adopted the right approach, which we will be continuing to pursue with a high level of commitment.”

We will do our utmost to justify the confidence placed in us

James Murdoch

“We are looking forward to working together”, said James Murdoch, CEO and founder of Lupa Systems. “We will do our utmost to justify the confidence placed in us as a new anchor investor and as members of the Board of Directors and to contribute to the company’s successful turnaround and strategic progress.”

First tranche of capital increases

As decided by the Extraordinary General Meeting, capital increases for a total of up to CHF 104.5 million will be conducted in two tranches. In the first tranche, the share capital will be increased by a nominal amount of CHF 20 million through the issue of two million new shares with an issue price of CHF 15.00 each, honouring the subscription rights of shareholders.

In this first tranche, the entitled holders of subscription rights can acquire new MCH shares under the conditions set out in the prospectus. One subscription right is allocated for each MCH share held after the close of trading on 27 November 2020. Three subscription rights entitle the holder to acquire one new MCH share. The subscription rights are transferable but are not traded on the stock exchange. Subscription rights that are not exercised within the subscription period expire without compensation and can no longer be exercised or taken into account.

The capital increases will be implemented this year.

All the subscription rights of the public-sector entities with a stake in MCH Group will be exercised by the Canton of Basel-Stadt in this first tranche. Subscription rights of other shareholders that are not exercised will be allocated to the Canton of Basel-Stadt or used in the interests of the company.

The subscription period for this first tranche of the approved capital increases runs from 30 November to 12:00 noon (CET) on 4 December 2020. The first trading day of the new registered shares is 9 December 2020. The terms of the second tranche of the capital increases will be announced on 7 December 2020.

The transaction is being accompanied by the Zürcher Kantonalbank as lead manager.

Further information

MCH Group is disclosing the following further information in advance in conjunction with the publication of the prospectus:

MCH Group has entered into a non-binding term sheet with a strategic partner to establish a joint venture company with its registered seat in Basel, Switzerland. The purpose of the joint venture company would be the organization and launch of B2B exhibitions and events primarily in MCH Group’s venues in Switzerland.

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MCH Group intends to sell real estate at Isteinerstrasse 80 and 82, close to the Messeplatz in Basel, which is not needed for its operations and which is currently used as offices and includes apartments and premises rented out to third parties. MCH Group plans to sell the building in the course of 2021. The estimated market value will be in the low double-digit million range.

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MCH Group is in the process of searching for a new Chief Financial Officer (CFO). The current incumbent Beat Zwahlen intends to pursue different professional opportunities outside of MCH Group but will continue to act in his current role until an orderly succession can be arranged.

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Following the reduction in the number of representatives of the public-sector entities on the MCH Group Board of Directors, Balz Hösly will represent the interests of both the Canton and the City of Zurich in future. The representative of the City of Zurich to date, city councillor André Odermatt, will step down from his function when the second tranche of capital increases is entered in the commercial register.

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Prospectus

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Wichtiger Hinweis | Important Note
Dieses Dokument dient der Information der Aktionärinnen und Aktionäre der MCH Group AG im Hinblick auf das Bezugsrechtsangebot, das die ausserordentliche Generalversammlung der MCH Group AG am 27. November 2020 genehmigt hat. 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 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 von der ausserordentlichen Generalversammlung der MCH Group AG am 27. November 2020 genehmigt worden ist, ist ausschliesslich auf der Grundlage des entsprechenden Prospekts bzw. Nachtrags zum Prospekt, der zu diesem Zweck von der MCH Group AG veröffentlicht wird, und nicht anhand dieses Dokuments zu treffen. Exemplare des Prospekts sowie des Nachtrags zum Prospekt werden voraussichtlich ab 30. November 2020 bzw. 8. Dezember 2020 gratis verfügbar sein.
This document and the information contained herein is not for publication or distribution into the United States of America 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 (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 of America. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended («Securities Act»), or the securities laws of any state or other jurisdiction of the United States of America, and may not be offered or sold within the United States of America 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 or in the United States of America or in any other jurisdiction.
The offer referred to herein, when made in member states of the European Economic Area («EEA») and the United Kingdom, is only addressed to and directed to “qualified investors” within the meaning of Article 2(e) 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. If located in a relevant state, each person who initially acquires any securities, and to the extent applicable any funds on behalf of which such person acquires such securities that are located in a relevant state, or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above. The offer of the Shares will be made pursuant to exemptions under the Prospectus Regulation from the requirement to produce a prospectus in connection with offers of securities.
MiFID II product governance / Retail investors, professional investors and ECPs target market – Solely for the purposes of each manufacturer›s product approval process, the target market assessment in respect of the Shares has led to the conclusion that: (i) the target market for the Shares is eligible counterparties and professional clients, each as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, «MiFID II») and (ii) all channels for distribution of the Shares to eligible counterparties and professional clients are appropriate, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. The target market and distribution channel(s) may vary in relation to sales outside the EEA in light of local regulatory regimes in force in the relevant jurisdiction. Any person subsequently offering, selling or recommending the Shares (a «distributor») should take into consideration the manufacturer›s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Shares (by either adopting or refining the manufacturer›s target market assessment) and determining appropriate distribution channels.
For readers in the United Kingdom, this announcement is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) («Investment professionals») of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the «Order») or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) («High net worth companies, unincorporated associations etc.») of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as «relevant persons»). The Shares are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares 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.