Media Release | MCH Group | Capital Increase and New Shareholder - Seite 2

The public sector shareholders will waive the exercise of their subscription rights, and together will continue to hold more than 33.3% of the shares after the capital increase. Lupa Systems' shareholding after the transaction will depend on how many subscription rights will be exercised by other shareholders and will range between 30 and 44%.

The issue price for the new shares has been set at CHF 10.50 and has been assessed as fair by independent financial advisors. Compared with the average share price 30 days prior to the parliamentary debate in the canton of Basel-Stadt, this represents a discount of around 25%, which is appropriate for a company in a turnaround situation, given the drastic drop in sales this year and the continuing uncertainty of the COVID 19 pandemic. The issue price is in the interests of all shareholders who wish to continue investing in the MCH Group and exercise their subscription rights accordingly.

In addition to the capital increase, the Canton of Basel-Land and the Basler Kantonalbank are helping to strengthen the balance sheet by extending the repayment period of their CHF 35 million and CHF 40 million loans by five years. In order to refinance the CHF 100 million bond issue due in 2023 following the capital increase, a public bond exchange offer is also planned.

In future, the Board of Directors will be composed of three representatives each from the public sector shareholders and Lupa Systems, plus two or three independent members. The reduction of the Board of Directors to a maximum of nine members and its partial replacement will be completed until the Annual General Meeting 2021.

At the Extraordinary General Meeting on 3 August 2020, the election of James R. Murdoch (Founder and CEO Lupa Systems), Jeff Palker (Managing Partner and General Counsel Lupa Systems) and Eleni Lionaki (Partner Lupa Systems) to the Board of Directors will be proposed. At the same time, Dr. Tanja Soland and Dr. Karin Lenzlinger Diedenhofen will step down from the Board of Directors. Dr. Ulrich Vischer will serve as Chairman until the Annual General Meeting 2021.

Furthermore, at the Extraordinary General Meeting on 3 August 2020, a proposal will be made to abolish the current restriction on the voting rights of the shareholders, which will enable all shareholders to exercise their full voting rights without any restriction in the future. Finally, an opting-up limited to Lupa Systems will be proposed, allowing it to purchase all shares for which no subscription rights have been exercised, without risking the obligation to make a public offer for the whole company.