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”.
On 23.05.2022, the Annual General Meeting approved by a large majority the reduction of the share capital from CHF 148,693,510 to CHF 14,869,351 through the reduction of the nominal value of the registered shares from CHF 10.00 to CHF 1.00.
At the Extraordinary General Meeting on 28.09.2022, an increase of the share capital by up to CHF 18,586,688 by issuing up to 18,586,688 registered shares with a par value of CHF 1.00 each was approved by a large majority. The subscription price was set at CHF 4.75. A total of 16,183,796 new registered shares were placed in the rights offering, increasing the number of issued registered shares from 14,869,351 to 31,053,147.
The development of the share price in the reporting year 2022 was strongly influenced by the capital increase announced in April and executed in October. In the two months following the announcement and in the two months preceding the execution of the capital increase, the share price fell by around 20 %. In the other time periods, the share price was relatively stable – in the first four months despite the continuing Covid situation, in the summer months possibly supported by the positive decision of the Canton of Basel-Stadt with regard to the planned capital increase, and in the last quarter at the level of the subscription price for the new shares issued in the course of the capital increase.
The disclosure of key shareholders or shareholder groups is made via the SIX Swiss Exchange reporting and publication platform. In the reporting year, there were several disclosures by the shareholder group Lupa Investment Trust/Canton of Basel-Stadt/Canton of Zurich/City of Zurich/MCH Group Ltd. in the context of the capital increase. There were no other disclosures by shareholder groups in the reporting year under review.
Details of key shareholders or shareholder groups are posted on the SIX Exchange Regulation website under “Significant Shareholders” | “MCH Group AG”.
– Link: https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/
With the resolutions of the Extraordinary General Meeting of 27.11.2020 and the implementation of the capital increases, the shareholder structure had changed significantly by the end of 2020. The then new anchor investor Lupa Investment Holdings LP (an investment company of Lupa Systems) became 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 – in total owned 33.34 %.
With the resolutions of the Extraordinary General Meeting of 28.09.2022 and the implementation of the further capital increase, the shareholder structure has changed again. The shareholding of Lupa Investment Holdings LP has increased to 38.52 % and that of the Canton of Basel-Stadt to 37.52 %. These two anchor shareholders, who each invested CHF 34 million in the 2022 capital increase, now together hold 76.04 %. The public-sector entities – the cantons of Basel-Stadt and Zurich and the city of Zurich – together hold 39.01 %.
On 27.07.2022, the Swiss Takeover Board had approved the requests of MCH Group Ltd. and its two anchor shareholders in connection with the planned capital increase, in particular regarding an exemption from the obligation to make an offer (restructuring exemption).
In a “Relationship Agreement” concluded between MCH Group, Lupa Systems and the public-sector shareholders dated 26.11.2020, Lupa Systems 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, the public-sector shareholders undertake to elect the persons proposed by Lupa Systems for election to the Board of Directors.
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 12.10.2022, Lupa Systems 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 %.
Lupa Systems and the Canton of Basel-Stadt have a “blocking minority” on resolutions requiring a two thirds majority.
Shareholder participation rights
At the Annual General Meeting of 04.05.2023, various amendments to the Articles of Association will be proposed, which are necessary due to the new Company Law Regulations having been in force since 01.01.2023 and affecting parts of the shareholdersʼ 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 12.10.2022. 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 Groupʼs website a few days after the General Meeting under “Investors” | “General Meeting”.
– Link: https://www.mch-group.com/en/investors/general-meeting/