20/12/2006 Ad-hoc News EN
SHS Viveon

SHS VIVEON AG: IKB loan of EUR 8.8 million is released for EUR 2.2 million

SHS VIVEON AG / Agreement/Issue of Debt

Ad hoc announcement according to § 15 WpHG transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

• Repayment plan for subsequent tax payments of Spanish subsidiary
• Board of Directors resolves convertible bond for EUR 4.0 million

Martinsried, December 20, 2006 – SHS VIVEON AG has successfully concluded
negotiations to restructure the loan existing between its Spanish
subsidiary SHS Polar and IKB Deutsche Industriebank AG in the amount of EUR
8.8 million. An agreement has been signed which includes the release of
IKB’s loan via a one-off compensation payment of EUR 2.2 million, after
declaring waivers for part of the loan. After the transaction has been
concluded, all of the liabilities from the loan between IKB and the SHS
VIVEON Group will have been settled. As of March 31, 2007, SHS VIVEON
Group’s net debt will thus fall significantly by around EUR 6.6 million. In
addition, SHS VIVEON AG will pay the subsequent tax claims against its
Spanish subsidiary to the Spanish tax authorities in the amount of around
EUR 2,0 million in three installments until November 30, 2007.

In order to finance the repayment of the loan to IKB Deutsche Industriebank
AG and the subsequent tax payment of the Spanish subsidiary SHS Polar, on
December 18, 2006 the Board of Directors, with the approval of the
Supervisory Board on December 20, 2006, decided to issue a convertible bond
with a volume of up to EUR 4.0 million. The convertible bond will be issued
with shareholders’ subscription rights based on the authorization issued to
the Board of Directors and Supervisory Board by the ordinary general
meeting on July 5, 2006.


Information and Explaination of the Issuer to this News:

As part of the convertible bond issue, the company will offer its
shareholders for subscription up to 40,000 bonds, each with a nominal value
of EUR 100. The shareholders are granted statutory subscription rights in
that way that VEM Aktienbank AG, Munich, is authorized to subscribe for and
acquire the bonds with the obligation to offer these to shareholders for
subscription. The subscription ratio is 345 : 1 (i.e., for every 345 shares
held, the shareholder receives the right to acquire one convertible bond).
The subscription period is from December 22, 2006 to January 11, 2007 (each
inclusive). The Board of Directors with the approval of the Supervisory
Board, excluded subscription rights for fractions which result from the
subscription ratio. There will be no trading of subscription rights.

The convertible bonds have a term commencing on December 20, 2006 and
ending after four years on December 19, 2010. The convertible bond bears
interest on its nominal amount of 10% p.a. Interest is paid annually on
January 2. The bond creditor also receives, upon final maturity, as well as
(pro rata temporis) on the interest payment dates in the event of
conversion or premature repayment, a premium of 5% p.a. on the nominal
amount (issuing amount). The convertible bonds can be converted, at the
earliest, on September 1, 2009. The conversion price for a no-par value
share is 80% of the volume-weighted average price (Bloomberg AQR) for the
Issuer’s ordinary shares (current WKN (German Securities Code): 507240) on
the Xetra trading platform of Deutsche Börse AG during a reference period
of 10 stock market days commencing 15 stock market days prior to the start
of the conversion period – however at least EUR 1.00.

In the event that not all of the bonds are acquired as part of the offer
for subscription, VEM Aktienbank AG has been engaged to offer the bonds not
acquired to third parties for subscription, with the support of the
company, via a private placement at their subscription price.

Further details of the issue can be found in the notice of the subscription
offer starting on December 21, 2006 in the electronic federal gazette and
in the statutory publication in the Börsenzeitung. The terms and conditions
which apply to the convertible bond can be viewed and downloaded at SHS
VIVEON AG’s Website - www.SHS-VIVEON.com.

Martinsried-based SHS VIVEON AG is listed on the Prime Standard segment of
the Frankfurt Stock Exchange and operates subsidiaries in Spain and
Switzerland. The IT services provider focuses on offering customer
management and credit risk management solutions to companies with a broad
customer base. In 2005, the company recorded revenues of EUR 41 million.
The customers of SHS VIVEON include Financial Services, Crédit Agricole,
DAB Bank, Danone, E-Plus, Ingram Micro, Karstadt, O2, Orange, SüdLeasing,
Telefónica, Toyota Kreditbank, T-Mobile, T-Online and other international
companies in the automobile, information and financial services sector. For
more information, see www.SHS-VIVEON.com.

Daniela Nase
Tel.: +49 – 89 – 747257-37
e-mail: Investor.Relations@SHS-VIVEON.com

cometis AG
Michael Diegelmann
Tel: +49 – 611 – 205855-15
e-mail: diegelmann@cometis.de

DGAP 20.12.2006

Language: English
Fraunhoferstraße 12
82152 Martinsried bei München Deutschland
Phone: +49 (0)89 747-257-0
Fax: +49 (0)89 747-257-10
E-mail: investor.relations@shs-viveon.com
WWW: www.shs-viveon.com
ISIN: DE0005072409
WKN: 507240
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin-Bremen, Stuttgart, München, Hamburg, Düsseldorf

End of News DGAP News-Service