MCH Group Ltd. is listed on the SIX Swiss Exchange (Domestic Standard). The stock symbol of the registered shares is “MCHN”, and their ISIN number is "CH0039542854".
Up until autumn 2021, the share price remained above the level of CHF 12.00 recorded at the start of the year. In November and December 2021, it fell to the year-end level of CHF 9.00. This was no doubt due first and foremost to the renewed deterioration in the pandemic situation and the prospect of the hoped-for return to normal being further delayed.
The disclosure of key shareholders or shareholder groups is made via the SIX Swiss Exchange reporting and publication platform. There were no disclosures of this kind in the reporting year. Details of key shareholders or shareholder groups are posted on the SIX Exchange Regulation website under “Significant Shareholders” | “MCH Group AG”.
– Link: https://www.six-group.com/en/products-services/the-swiss-stock-exchange/market-data/shares/share-explorer/share-details.CH0039542854CHF4.html#/
The shareholder structure has changed significantly following the package of measures drawn up to strengthen the capital structure and shareholder base and the corresponding resolutions passed by the Extraordinary General Meeting on 27.11.2020, together with the implementation of the capital increases. Since December 2020, the new anchor investor Lupa Investment Holdings LP respectively Lupa Systems LLC has been the largest single shareholder with a stake of 32.32%. The public-sector entities – the Cantons of Basel-Stadt and Zurich and the City of Zurich – have together held a stake of 33.34% since December 2020.
In a “Relationship Agreement” concluded between MCH Group, Lupa Systems LLC and the public-sector shareholders dated 26.11.2020, Lupa Systems LLC has committed itself to a “lock-up” among other things, whereby it cannot sell its MCH shares at all during the first five years and thereafter only subject to additional conditions. It also undertakes to support the statutory purpose of MCH Group and to act in accordance with this. The agreement also states that, in return for their right to appoint representatives to the Board of Directors of MCH Group in accordance with Article 762 of the Swiss Code of Obligations, the public-sector shareholders undertake to elect the persons proposed by Lupa Systems LLC for election to the Board of Directors.
A "Term Sheet" signed by MCH Group, Lupa Systems LLC, the Canton of Basel-Stadt, Erhard Lee, LLB Swiss Investment AG and AMG Fondsverwaltung AG states, among other things, that the shareholders around Erhard Lee and LLB Swiss Investment AG may submit proposals to the Board of Directors for the appointment of a Board of Directors' member.
Changes of control and defense measures
No specific contractual agreements going beyond §5 and 5a of the Articles of Association exist at MCH Group Ltd. against a hostile takeover. Under the terms of §5a of the Articles of Association of 21.12.2020, Lupa Systems LLC is exempt from the obligation to make a takeover bid if its shareholding is in excess of 33 1/3 % but is not more than 49 %.
The public-sector entities – the Cantons of Basel-Stadt and Zurich and the City of Zurich – together hold 33.34 % of the shares and thus have a “blocking minority” on resolutions requiring a two thirds majority.
Shareholder participation rights
The shareholder participation rights summarized below are based on the Articles of Association of MCH Group Ltd. that have been in force since 21.12.2020. The Articles of Association are posted on the MCH Group website under “Investors” | “Governance”:
– Link: https://www.mch-group.com/en/investors/governance/
Purchasers of registered shares are, upon request, entered in the share register as shareholders with voting rights and are entitled to vote at the General Meeting if they have been entered in the share register by the relevant date for participation in the General Meeting. Each share entitles the holder to one vote. For purposes of exercising their voting rights, registered shareholders with voting rights may be represented by other registered shareholders with voting rights, by the independent voting representative or by a legal representative.
Shareholders with voting rights who are present at the General Meeting are entitled to comment on matters on the agenda and propose motions, whereby resolutions can only be passed on motions relating to items announced on the agenda. They are similarly entitled to request information from the Board of Directors on company matters and to request information from the auditors on the performance and outcome of their audit. This information cannot be refused if it is necessary to allow the shareholders to exercise their rights.
The ordinary Annual General Meeting is held annually within six months of the end of the financial year. The Board of Directors may convene extraordinary General Meetings as required. One or more shareholders may request that a General Meeting be convened if, together, they represent at least ten percent of the share capital.
The Board of Directors specifies the items on the agenda and the relevant date by which shareholders must have been entered in the share register in order to participate in the General Meeting. A General Meeting must be convened at least 20 days prior to the date of the meeting.
The General Meeting has the following non-transferable powers inter alia:
- adoption and amendment of the Articles of Association;
- election of the members of the Board of Directors insofar as they are not delegates of the Canton of Basel-Stadt or the Canton and City of Zurich;
- election of the chairperson of the Board of Directors;
- election of the members of the Governance, Nomination and Compensation Committee (GNCC);
- election of an independent voting representative;
- election of the statutory auditors;
- approval of the Annual Report and the Financial Report and the resolution on the appropriation of the balance sheet profit;
- approval of the remuneration of the Board of Directors and the Executive Board (management);
- discharge of the members of the Board of Directors.
The term of office for members of the Board of Directors elected by the General Meeting, the Chairperson of the Board of Directors, the members of the Governance, Nomination and Compensation Committee (GNCC), the statutory auditors and the independent voting representative is limited to one year.
The General Meeting passes resolutions and conducts elections with an absolute majority of the share votes cast. An amendment of the Articles of Association and the cases specified by law require a resolution passed by the General Meeting with at least two thirds of the represented votes and with the absolute majority of the nominal share value represented.
The minutes of the General Meetings are posted on MCH Group’s website a few days after the General Meeting under “Investors” | “General Meeting”.
– Link: https://www.mch-group.com/en/investors/general-meeting/