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Announcement of the ordinary capital reduction in accordance with §§222 et seq. AktG
The Annual General Meeting of our company on 22 July 2020 resolved, among other things, to reduce the share capital of the company from EUR 42,813,842.00 by EUR 2.00 to EUR 42,813,840.00, divided into 42,813,840 no-par value shares. The capital reduction will be carried out by withdrawing two no-par value shares with a proportionate amount of the Company’s share capital of EUR 1.00 per share. The total amount of the share capital attributable to the retired shares of EUR 2.00 will be allocated to the Company’s capital reserves in accordance with Article 237 (5) of the German Stock Corporation Act.
The sole purpose of the capital reduction is to create a smooth merger ratio for the further capital reduction.
The Company’s share capital of EUR 42,813,840.00, divided into -42,813,840 no-par value shares, is reduced by EUR 38,532,456.00 to EUR 4,281,384.00, divided into -4,281,384 no-par value bearer shares, in order to create a free capital reserve.
The further reduction is carried out in accordance with the provisions on ordinary capital reduction (§§ 222 et seq. AktG) in the ratio of 10:1. It is carried out in such a way that 10 no-par-value bearer shares are combined into one no-par-value bearer share with a notional share in the share capital of EUR 1.00.
The resolutions on the capital reduction and the corresponding amendment to the Articles of Association were entered in the commercial register of the Company on 13 August 2020 and thus became effective; since then, the share capital of the Company has been effectively reduced.
With record day 23 September 2020 in the evening and value date 24 September 2020, the shares held in collective safe custody by the custodian institutions and Clearstream Banking AG, Frankfurt am Main, will be pooled at a ratio of 10:1. For every 10 old shares ( ISIN DE000A0L1H32), shareholders will receive one new converted share ( ISIN DE000A289V03) with a pro-rata amount of the share capital of EUR 1.00. The converted shares are entitled to participate in profits from 1 January 2020.
In accordance with the Articles of Association, shareholders are not entitled to individual certification of their shares. The reduced share capital was securitised in a global certificate deposited with Clearstream Bank AG, Frankfurt am Main. The previous percentage share of a shareholder in the share capital of MPH Health Care AG remains unchanged.
If a shareholder holds a number of no-par value shares that cannot be divided by 10, fractional shares ( ISIN DE000A289VT5) are booked to his account.
A rounding off to full rights (so-called peak regulation) requires a corresponding buy or sell order. In order to carry out the necessary peak regulation, the shareholders of MPH Health Care AG are requested to notify their respective custodian bank as soon as possible, but no later than October 8, 2020
to issue an appropriate order because of the treatment of fractional shares, in particular the sale of fractional shares or the purchase of additional fractional shares for the purpose of rounding them into one share. The custodian banks will endeavour to compensate for fractional shareholdings in accordance with the instructions of their customers.
Remaining share fractions will be written off by Clearstream Banking AG after the end of 08 October 2020 and transferred to the central settlement agent, Bankhaus Gebr. Martin AG, for further realisation.
MPH Health Care AG will not refund any fees.
The price determination for the converted shares resulting from the capital reduction with the new ISIN DE000A289V03 in the Regulated Unofficial Market of the Frankfurt Stock Exchange will commence on 22 September 2020. Existing stock exchange orders expire at the end of 21 September 2020.
Berlin, September 2020