19/12/2008 Ad-hoc News EN
Christian Steiner
Christian Steiner
SHS VIVEON AG resolves to call an extraordinary shareholder meeting
SHS VIVEON AG / AGM/EGM/Capital Reorganisation
Release of an 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.
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o Write-down of the book value of the subsidiary SHS Polar
o Resolution proposal for a capital reduction in the ratio of 40:1
o Board of Directors is planning to recapitalize the company
Martinsried, December 19, 2008 – The Board of Directors and the Supervisory
Board of SHS VIVEON AG today passed a resolution to call an extraordinary
shareholder meeting on February 10, 2009. The Board of Directors and the
Supervisory Board will make a proposal to the extraordinary shareholder
meeting to reduce SHS VIVEON AG's share capital, which currently totals EUR
14,991,311.00, comprising 14,991,311 no-par value bearer shares. The share
capital will initially be reduced by EUR 31 to EUR 14,991,280.00 in order
to give a round figure via a simplified withdrawal of shares within the
meaning of Section 237 (2) No. 1 of the Aktiengesetz (AktG – German Public
Limited Companies Act). The share capital will then be reduced in line with
the regulations for a simplified capital reduction (Sections 229 et seq. of
the AktG) from EUR 14,991,280.00 to EUR 374,782.00 in order to compensate
for balance sheet losses incurred. The capital reduction will be performed
such that 40 no-par value bearer shares will be merged to form one no-par
value bearer share (reduction ratio 40:1). In addition, as part of the
extraordinary shareholder meeting the authorization to issue stock options
is to be revoked. The exact wording of the resolutions can be found in the
invitation to the extraordinary shareholder meeting, which will be
submitted to the electronic federal gazette over the course of the next few
days and which is expected to be published on December 31, 2008.
The capital reduction is a key step in connection with the recapitalization
of SHS VIVEON AG which the Board of Directors and the Supervisory Board
intend to put in place. During fiscal year 2008, SHS VIVEON AG already had
to make substantial extraordinary write-downs for the book value of the
Spanish subsidiary SHS Polar in connection with the ongoing efforts to sell
this company. Due to the difficult underlying conditions it was not
possible to successfully conclude this sale. At present, the activities put
in place to stabilize the subsidiary are being driven consistently.
However, as part of its risk-adjusted accounting policy, the Board of
Directors has resolved to write down the book value of SHS Polar in full.
The capital reduction will compensate for the losses that SHS VIVEON AG has
incurred and will create the balance sheet preconditions needed for the
recapitalization of the company. At present the Board of Directors is
reviewing options to recapitalize the company with fresh capital depending
on the circumstances on the market. The company is confident that it will
be able to initiate and execute the corresponding activities promptly.
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Information and Explaination of the Issuer to this News:
SHS VIVEON AG is a pan-European business and IT consulting firm for
customer management solutions, with a range of products specializing in
customer risk management. SHS VIVEON AG, based in Martinsried (by Munich),
is listed in Frankfurt Stock Exchange’s Prime Standard and has a presence
in four European countries with four subsidiaries and eight locations: SHS
VIVEON GmbH (D), SHS VIVEON Schweiz AG (CH), SHS Polar Sistemas
Informáticos S.L. (E) and SHS VIVEON Iberia S.L. (E). SHS VIVEON is one of
Europe’s leading providers for customer management with around 500
employees and in excess of 150 customers in 15 countries, of which 30% are
included in Fortune 500 International. SHS VIVEON’s customers include
well-known companies from the financial services, industrial and retail and
telecommunications segments, including BayWa, BMW Financial Services,
Credit Suisse, Daimler, Deutsche Telekom, Ingram Micro, RaabKarcher,
Telefonica o2, Orange and SüdLeasing. Further information on the company
can be found at: www.The-Customer-Management-Company.com
SHS VIVEON AG
Wolfgang Brand
Tel.: +49 (0)89 - 747257-0
Email: Investor.Relations@SHS-VIVEON.com
cometis AG
Ulrich Wiehle
Tel.: +49 (0)611 - 205855-11
Email: wiehle@cometis.de
19.12.2008 Financial News transmitted by DGAP
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Language: English
Issuer: SHS VIVEON AG
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
Internet: www.shs-viveon.com
ISIN: DE0005072409
WKN: 507240
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Hannover, München, Hamburg, Düsseldorf, Stuttgart
End of News DGAP News-Service
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