DJ MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of approximately EUR1.1 million
MHM Corporate
MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of
approximately EUR1.1 million
01-Sep-2026 / 20:00 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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Press release
This press release may not be published, distributed or disseminated, directly or indirectly, in or into the United
Kingdom, the United States of America, Australia, Canada or Japan.
MHM Corporate announces the launch of a capital increase with preferential subscription rights for a maximum amount of
approximately EUR1.1 million
-- Subscription price: EUR0.011 per new share, representing a discount of 94.16% to the closing price of 25
August 2026
-- Maximum amount of approximately EUR1,109,287 through a capital increase with preferential subscription
rights ("DPS") in the form of new shares
-- Subscription ratio: 28 new shares for 1 existing share (a 28-fold increase), representing dilution of
approximately 96.6% for shareholders who do not participate in the Operation
-- Concomitantly with the settlement of the Operation, partial early redemption of the Company's ORA through
the delivery of 44,000,000 new shares
-- The Operation is fully guaranteed by subscription commitments received to date
-- Subscription period from 8 to 18 September 2026 inclusive
Paris, France - September 1st 2026, 20:00 - MHM CORPORATE ("MHM") (i) announces the launch of a capital increase with
preferential subscription rights ("DPS"), for a maximum gross amount of EUR1,109,287 (the "Operation"), by issuing up to
100,844,240 new shares at a subscription price of EUR0.011 per new share (the "Price"), on the basis of 28 preferential
subscription rights ("DPS") per existing share, each DPS giving the right to subscribe to 1 new share. The Operation
may be increased by up to 15% in the event of oversubscription, i.e. up to a maximum of 115,970,875 new shares for a
maximum gross amount of EUR1,275,680.
Concomitantly with the settlement of the Operation, and making use of the early redemption clause provided for in the
relevant agreements, the Company will proceed with the partial early redemption of the bonds redeemable in shares
("ORA") held by Mr. Diede van den Ouden (ORA 1 and ORA 2) and by Tonner Drones (ORA 2), through the delivery of
22,000,000 new shares to each of them, i.e. 44,000,000 new shares in total (the "ORA Redemption"). Mr. Diede van den
Ouden and Tonner Drones have each indicated their intention to support the Company over the long term, becoming
supportive and strategic shareholders of the Company.
"With the appointment of the new Board of Directors on 17 July 2026, MHM Corporate completed its restructuring -
marking a fresh start for the Company. This capital increase is a decisive step: it provides the Company with fresh
capital, and I am pleased with the continued support of our financial partners. The Operation is 100% guaranteed, which
gives us a stable financial position going forward. In addition, the number of ORA outstanding will be reduced, as our
financial partners have agreed to convert their ORA into shares - becoming strategic shareholders each holding a 15%
stake," said Rudie Reedijk, Chairman and CEO of the Company.
Company's situation prior to the Operation
Prior to the Operation, the Company's cash position stood at EUR50,037 as at 30 June 2026, the most recent available
date.
The Company's available cash remains very limited. In order to secure the Company's funding until completion of the
Operation, the Company has obtained comfort letters from its principal creditors, Mr. Diede van den Ouden and Tonner
Drones, agreed with the statutory auditors, together with short-term funding agreements intended to cover its cash
needs as bridge financing pending completion of this capital increase.
Objectives of the Operation
The Operation, together with the ORA Redemption, will enable the Company to pursue the following objectives:
-- strengthen the Company's equity and cash position;
-- enable the partial early redemption of the ORA, thereby reducing the Company's financial indebtedness;
-- pay off outstanding supplier debts;
-- settle former liabilities incurred under previous management, for which settlement agreements have been
reached.
The net proceeds of the Operation are intended to be applied as follows:
-- repayment of legacy supplier creditors from previous management, for which settlement agreements are
already in place;
-- costs incurred to date in connection with the Company's restructuring (legal, accounting and statutory
auditor fees) and with the preparation of the Operation;
-- a guarantee commission of 10% payable to the guarantor subscribers, i.e. approximately EUR110,900 (based on
the EUR1,109,000 of subscription commitments received to date), together with other prospectus-related costs;
-- the balance, approximately EUR350,000, retained as working capital.
The Company estimates that, following application of the net proceeds as set out above, its working capital statement
will be positive over a horizon of approximately 12 months from the settlement date.
Following the Operation, the Company will be in a stable financial position, ready to build a healthy business, well
positioned for the future.
The Company is currently working on defining its new strategy and, as of the date of this press release, has not
identified any potential business activity.
Share and DPS Codes
Company LEI Code: 969500SYCOPKNKYE9T19
Listing location: Euronext Paris, Compartiment C
Share label: MHM CORPORATE
ISIN code of the share: FR001400IE67
Share mnemonic: MHM
ISIN code of preferential subscription rights (DPS): FR001401AXXX
Nature and legal framework of the Operation
Making use of the delegation granted pursuant to resolution No. 14 of the Company's combined general meeting of 2
February 2026, the Company's board of directors, at its meeting on 26 August 2026, decided to carry out a capital
increase with maintenance of the DPS and the concomitant partial early redemption of the ORA, the terms of which are
detailed in this press release.
Number of shares to be issued
The maximum total number of new shares to be issued under the Operation, with a nominal value of EUR0.011 each, amounts
to 100,844,240 (or up to 115,970,875 in the event the extension clause described below is exercised in full), at a unit
subscription price of EUR0.011, i.e. maximum gross issue proceeds of EUR1,109,287 (or up to EUR1,275,680 with the extension
clause).
In addition, and concomitantly with the settlement of the Operation, 44,000,000 new shares will be issued to Mr. Diede
van den Ouden and to Tonner Drones as partial early redemption of their ORA, as described above. These shares are
issued pursuant to the ORA agreements and not pursuant to the DPS, and will be issued at the same price as the
Operation, i.e. at par value (EUR0.011 per share).
This number of shares was determined in consideration of the number of shares of the Company currently in circulation,
i.e. 3,601,580 shares as of the date of this press release.
Subscription price
The unit subscription price of a new share is EUR0.011, and must be fully paid up upon subscription.
The subscription price shows a discount of 94.16% compared to the closing price of the MHM Corporate share on 25 August
2026 (EUR0.1885), being the last trading session preceding the setting of the issue price by the board of directors.
This discount level reflects the Company's specific situation: the Company has had no operating activity since the
disposal of its former subsidiaries at the end of 2024, has recorded successive losses, and its capital structure has
been significantly affected by accumulated losses. The price was set at a level considered necessary by the board of
directors to secure the success of the Operation, which the board considers essential to the Company's continued
financial stability, and is consistent with discount levels observed in comparable capital increases carried out by
other French small-cap issuers in financial difficulty.
For information purposes, on the basis of the closing price of 1 September 2026 (EUR0.1785), the theoretical ex-rights
price (TERP) would be EUR0.0168, calculated as (3,601,580 existing shares × EUR0.1785 + 100,844,240 new shares × EUR0.011) /
(3,601,580 + 100,844,240 shares). On this basis, the Price represents a discount of approximately 34.4% to the TERP.
The theoretical value of the 28 DPS attached to one existing share would be EUR0.1617 (the difference between the closing
price and the TERP), representing a theoretical value per individual DPS of approximately EUR0.0058. This individual DPS
value reflects the Company's choice to allocate 28 DPS per existing share, rather than a single DPS per share with a
parity of 28 new shares for 1 DPS, so that each individual DPS remains a small, tradable unit; the aggregate
theoretical value attached to one existing share is unaffected by this choice. These figures are indicative and will be
recalculated on the basis of the official closing price of the Company's share on the trading session preceding the
setting of the definitive terms of the Operation by the board of directors.
Terms of the capital increase
Share capital before the Operation
The share capital of MHM Corporate is composed of 3,601,580 shares, fully subscribed and paid up, with a nominal value
of EUR0.011 each, i.e. a share capital of EUR39,617.38.
By decision of the board of directors of 26 August 2026, the nominal value of the shares was reduced from EUR0.0125 to
(MORE TO FOLLOW) Dow Jones Newswires
September 01, 2026 14:00 ET (18:00 GMT)
DJ MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of approximately EUR1.1 million -2-
EUR0.011 by way of set-off against prior losses, so as to align it with the Price. This reduction was announced by press
release on 26 August 2026.
Subscription opening and closing dates
Subscription to the new shares will be open from 8 September 2026 to 18 September 2026 inclusive.
Preferential subscription right
The subscription of new shares is reserved, by preference, for existing shareholders, as well as transferees of DPS,
who may subscribe on an irreducible basis. Shareholders who do not hold, by virtue of their irreducible subscription, a
sufficient number of old shares or DPS to obtain a whole number of new shares may buy or sell the number of DPS
allowing them to reach the multiple leading to a whole number of new shares.
A right to subscribe to shares on a reducible basis is hereby established for the benefit of shareholders and
transferees of DPS, which will be exercised in proportion to their preferential rights actually exercised and within
the limit of their requests.
Subscriptions will be satisfied in the following order of priority: first, subscriptions made on an irreducible basis
(à titre irréductible); then, for any new shares not subscribed on an irreducible basis, subscriptions made on a
reducible basis (à titre réductible), allocated in proportion to the DPS actually exercised and within the limit of
requests made; and finally, where applicable, free subscriptions (souscription à titre libre) pursuant to Article L.
225-134 of the French Commercial Code. The board of directors, or the Chief Executive Officer acting under
sub-delegation, will determine the final allocation among these categories once the results of the subscription period
are known.
The DPS will be detached on 3 September 2026 for the benefit of holders of existing shares recorded in their securities
account at the end of the accounting day preceding that date, at the rate of 28 DPS per existing share of the Company.
They will be listed and traded on Euronext Paris, under the ISIN code FR001401AXXX, from 4 September 2026 to 16
September 2026 inclusive.
The funds paid in support of the subscriptions will be centralized by CIC Corporate & Institutional Banking, which will
be responsible for establishing the certificate of deposit of funds recording the completion of the capital increase
and the issue of the new shares.
Subscription terms for non-shareholder investors of MHM Corporate
Any investor who is not a shareholder of MHM Corporate can subscribe in two ways:
-- either by acquiring DPS on the stock market from 4 September 2026 to 16 September 2026 inclusive, through
the financial institution in charge of the securities account and by exercising, no later than 18 September 2026,
the DPS with the latter;
-- or, where applicable, by subscribing freely, in accordance with Article L. 225-134 of the French
Commercial Code, up to and including 18 September 2026.
Characteristics of the new shares
The new shares, which will be subject to all statutory provisions, will be created with current enjoyment. They will be
assimilated to the old shares upon their issue and will be admitted to trading on Euronext Paris, Compartiment C, on
the same listing line as the existing shares.
Settlement-delivery and admission of the new shares (including the shares issued pursuant to the ORA Redemption) to
Euronext Paris are scheduled for 25 September 2026.
Indicative timetable for the Operation
Date Event
26 August 2026 Board of Directors approving the reduction of the nominal value of the shares to EUR0.011, the final
terms of the Transaction, its launch scheduled for September 2, 2026.
1 September Press release announcing the Operation.
2026
2 September Publication of the notice in the BALO;
2026 Publication of the Euronext notice relating to the transaction.
4 September Detachment of the DPS and start of DPS trading on Euronext Paris
2026
8 September Opening of the subscription period; start of the DPS exercise period
2026
16 Last day of DPS trading
September2026
18 September Closing of the subscription period, expiration and loss of value of unexercised subscription rights
2026
23 September Press release announcing the results of the Operation;
2026 Publication by Euronext Paris of the notice of admission of the final amount of the capital increase
and the schedule for the allocation of subscriptions on a reducible basis
25 September Issue of the new shares (Operation and ORA Redemption); admission to trading on Euronext Paris
2026
Guarantee and subscription commitments
The Operation is not subject to a performance guarantee within the meaning of Article L. 225-145 of the French Commercial Code. Trading in the new shares will therefore only begin after the settlement-delivery operations have been completed and the depositary's certificate has been issued.
The Company has, to date, received subscription commitments covering the entirety of the Operation, including in particular the following commitments, each representing more than 5% of the amount of the Operation:
-- Crazy Duck BV: EUR484,000;
-- Sitimo Ltd.: EUR250,000;
-- Mr. Suwerink: EUR175,000;
-- Mr. Hillen: EUR100,000.
These subscription commitments are given on a free (non-priority) basis, within the meaning of Article L. 225-135 of the French Commercial Code, and do not benefit from any priority in the allocation of shares relative to other subscribers.
The four investors referred to above, who together underwrite approximately 90% of the Operation, are not affiliated with Mr. Diede van den Ouden and/or Tonner Drones. All four are established within the European Union (the Netherlands and Cyprus); given the Company's absence of operational activity and the absence of any activity in a sector regulated under French foreign investment control rules, the Operation does not raise any foreign investment screening issue.
Notwithstanding the potential shareholding of these investors following the Operation, there will be no change to the composition of the Company's board of directors as a result of the Operation.
Distribution of share capital
For indicative purposes and to the Company's knowledge, the distribution of the Company's share capital and voting rights, before the Operation, after the capital increase alone (100%, excluding exercise of the Extension Clause), and after the capital increase together with the ORA Redemption, would be as follows, assuming the Operation is subscribed in accordance with the subscription commitments received (i.e. that existing shareholders do not otherwise participate):
Shareholders Before the After the capital After the capital increase and
Operation increase (100%) the ORA Redemption
Shares % Shares % Shares %
Diede van den 0 0.00% 0 0.00% 22,000,000 14.82%
Ouden
Tonner Drones 0 0.00% 0 0.00% 22,000,000 14.82%
Crazy Duck BV 0 0.00% 44,000,000 42.13% 44,000,000 29.64%
Sitimo Ltd. 0 0.00% 22,727,273 21.76% 22,727,273 15.31%
Mr. Suwerink 0 0.00% 15,909,091 15.23% 15,909,091 10.72%
Mr. Hillen 0 0.00% 9,090,909 8.70% 9,090,909 6.12%
Other committed 0 0.00% 9,090,909 8.70% 9,090,909 6.12%
investors
OTT Héritage 577,632 16.04% 577,632 0.55% 577,632 0.39%
FIPP 343,269 9.53% 343,269 0.33% 343,269 0.23%
Public 2,680,679 74.43% 2,680,679 2.57% 2,680,679 1.81%
Total 3,601,580 100.00% 104,445,820 100.00% 148,445,820 100.00%
As of the date of this press release, none of the guarantor subscribers, nor Mr. Diede van den Ouden or Tonner Drones, holds any ordinary shares of the Company; the entirety of the stake shown in their name in the "After" columns results from the Operation and the ORA Redemption. The figures above are given for purely indicative purposes and will depend on the final DPS subscription rate.
The Company has not received any prior indications or commitments from its existing shareholders regarding their participation in the Transaction
The Company confirms, to the best of its knowledge, the absence of any concert action or shareholders' agreement between its shareholders as of the date of this press release. Taking into account the dilution resulting from the Operation and the ORA Redemption, no shareholder would cross the mandatory tender offer threshold set out in Article L. 433-3 of the French Monetary and Financial Code (30% of the share capital or voting rights), the highest individual post-Operation holding (Crazy Duck BV, at approximately 29.64%) remaining below that threshold.
Impact of the Operation on a shareholder's stake (dilution)
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September 01, 2026 14:00 ET (18:00 GMT)
DJ MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of approximately EUR1.1 million -3-
For indicative purposes, the impact of the issuance on the stake of a shareholder holding 1% of the Company's share capital prior to the Operation and not subscribing to it (calculated on the basis of the number of shares composing the Company's share capital as of the date of this press release) would be as follows:
Shareholder's stake (%) % of capital Before issuance of the new shares 1.00% After issuance of 100,844,240 new shares (100% of the Operation) 0.034% After issuance of 100,844,240 new shares and 44,000,000 shares under the ORA Redemption 0.024% After issuance of 115,970,875 new shares (Operation including the Extension Clause) and 44,000,000 0.022% shares under the ORA Redemption
As of the date of this press release, the Company has no share subscription warrants (BSA) or any other instrument giving access to its capital outstanding, other than the ORA referred to above; the dilution shown above therefore reflects only the new shares issued under the Operation and the ORA Redemption.
These commitments are complemented by smaller commitments received from other investors, bringing the total subscription commitments received to date to EUR1,109,000, i.e. 100% of the target amount of the Operation.
Under the terms of their subscription commitments, the guarantors will receive a commission of 10% of the amount of their commitment, taken from the gross proceeds of the Operation.
Abstention and lock-up undertakings
In connection with the Operation, the Company has entered into an abstention undertaking (engagement d'abstention) for a period of 90 calendar days from the settlement-delivery date of the Operation, subject to customary exceptions.
Mr. Diede van den Ouden and Tonner Drones have each entered into a lock-up undertaking (engagement de conservation) covering all of the new shares issued to them pursuant to the ORA Redemption, i.e. 22,000,000 shares each, for a period of 90 calendar days from the settlement-delivery date of the Operation (i.e. until 24 December 2026), subject to customary exceptions.
These lock-up undertakings are subject to an early release mechanism linked to the Company's share price, structured as follows, based on the official closing price of the MHM Corporate share on Euronext Paris:
-- below EUR0.0140 per share: 100% of the shares remain locked up;
-- at or above EUR0.0140 and below EUR0.0160 per share: 50% of the shares are released;
-- at or above EUR0.0160 and below EUR0.0180 per share: 75% of the shares are released;
-- at or above EUR0.0180 per share: 100% of the shares are released.
Suspension of the right to early redemption of holders of ORA
The right to early redemption of the holders of bonds redeemable in shares (ORA) issued by the Company will be suspended from 1 September 2026 until 23 September 2026 inclusive, i.e. a period not exceeding three months, in accordance with Article L. 228-103 of the French Commercial Code and the terms of issue of the ORA.
Concomitantly with the settlement of the Operation on 25 September 2026, the Company will proceed with the partial early redemption of the ORA held by Mr. Diede van den Ouden and by Tonner Drones, as described above.
No consideration, financial or otherwise, was granted to Mr. Diede van den Ouden or to Tonner Drones in connection with this suspension.
In continuation of the lock-up undertakings described above, and for the same duration, Mr. Diede van den Ouden and Tonner Drones have each further undertaken not to exercise their right to early redemption in respect of the bonds redeemable in shares (ORA) remaining outstanding following the ORA Redemption, for a period of 90 calendar days from the settlement-delivery date of the Operation (i.e. until 24 December 2026), subject to customary exceptions. This standstill undertaking complements the suspension of the ORA early redemption right referred to above, such that no further ORA redemption may be requested by these holders during the term of the lock-up undertaking.
Subscription notice published in the Bulletin des Annonces Légales Obligatoires
The subscription notice to shareholders relating to the Operation will be published in the Bulletin des Annonces Légales Obligatoires of 2 September 2026.
Information document
In view of the characteristics of the Operation and of the Company's situation, and pursuant to Article 1(5)(b bis) of 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 (the "Prospectus Regulation"), this issue is exempt from the obligation to publish a prospectus, provided that a document containing the information set out in Annex IX of the Prospectus Regulation is filed, in electronic format, with the Autorité des marchés financiers ("AMF") and made available to the public in accordance with the arrangements provided for in Article 21(2) of the Prospectus Regulation, at the time it is filed with the AMF.
This simplified information document will be made available to the public free of charge at the Company's registered office and on its website (www.mhm-corporate.com), no later than the opening of the subscription period.
Risk factors
The main risk factors associated with the Operation are as follows:
-- shareholders who do not exercise their DPS would see their stake in the Company's capital diluted by thenew shares issued under the Operation as well as by the ORA Redemption;
-- the DPS market may offer only limited liquidity and be subject to high volatility;
-- the market price of the Company's shares could fluctuate and fall below the subscription price of the newshares from the announcement of the offer, during the subscription period or at any time after the closing of theoffer;
-- completion of the Operation and the ORA Redemption will result in significant dilution and will causeseveral shareholders to cross statutory disclosure thresholds, giving rise to threshold-crossing declarations asdescribed above;
-- the subscription commitments received to date, although they cover the entirety of the Operation, areconcentrated among a limited number of guarantors; the failure of one or more of these guarantors to perform itscommitment could result in the Operation not being fully subscribed;
-- the Company's shares have historically traded with limited liquidity and a reduced free float; theOperation may not improve, and could further reduce, the liquidity of the Company's shares, in particular duringthe lock-up and abstention periods described above;
-- in the event of a decline in the market price of the Company's shares, the DPS could lose value.
The Company draws the public's attention to the risk factors relating to the Company and its business set out in section 7 of its 2025 annual financial report, available on the Company's website (www.mhm-corporate.com).
About MHM Corporate
MHM Corporate is a French société anonyme listed on the regulated market of Euronext Paris (Compartiment C). Following the disposal of its former operating subsidiaries, the Company is a restructured holding company without operational activity, pursuing new business opportunities.
MHM Corporate shares are listed on Euronext Paris (ISIN code: FR001400IE67).
More information on: www.mhm-corporate.com / reedijk@mhm-corporate.com
Warning
This press release, and the information it contains, does not constitute an offer to sell or subscribe, or a solicitation of an order to buy or subscribe, for shares in MHM Corporate in any country.
This press release constitutes an advertisement and not a prospectus within the meaning of Regulation (EU) No. 2017/ 1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
With respect to the Member States of the European Economic Area other than France (the "Member States"), no action has been taken or will be taken to permit an offer to the public of the securities requiring the publication of a prospectus in any of these Member States. Accordingly, the securities may not be offered and will not be offered in any of the Member States (other than France), except in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation, or in other cases not requiring the publication by MHM Corporate of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or the regulations applicable in these Member States.
This press release does not constitute an offer to sell securities or a solicitation of an offer to purchase or subscribe for securities in the United States of America. The shares, or any other securities, of MHM Corporate may not be offered or sold in the United States of America except pursuant to registration under the US Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from this registration requirement, it being specified that the shares of MHM Corporate have not been and will not be registered under the US Securities Act. MHM Corporate does not intend to register the offering in whole or in part in the United States of America or to make a public offering in the United States of America.
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