VBH Holding GmbH
VBH Holding Aktiengesellschaft: Capital reduction and cash capital increase conditions; Supervisory Board candidates
VBH Holding Aktiengesellschaft / Key word(s): Corporate Action/Change of Personnel 19.06.2015 14:15 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- To continue the implementation of the capital reduction and cash capital increase recently announced by way of ad hoc disclosure on 10 June 2015, the Executive Board and Supervisory Board of VBH Holding AG have decided to propose the capital reduction and cash capital increase to the Annual General Meeting on 31 July 2015 at the following conditions: The company's subscribed capital of approximately EUR 45.88 million shall be reduced by 2/3 to around EUR 15.29 million. The capital reduction, together with the existing reserves, shall serve to fully offset the net loss for 2014 of around EUR 40.1 million. It shall be implemented in such a way that three old shares are merged to become one new share. In the capital increase directly thereafter, the reduced subscribed capital shall be increased by up to approximately EUR 20.39 million to up to approximately EUR 35.68 million by issuing up to approximately 20.39 million new shares. The new shares shall be issued with shareholders' subscription rights granted at a price of EUR 1.30 per new share. The subscription ratio shall be set such that every three shares (after the capital reduction) grant a right to subscribe to four new shares. As a result of the cash capital increase, the company will therefore receive up to approximately EUR 26.51 million. As announced recently in the ad hoc disclosure of 10 June 2015, the company has concluded bilateral agreements with each of its three largest shareholders under which these major shareholders undertake to subscribe to the cash capital increase in the amount corresponding to the extent of their participation and if necessary - in the event that the other shareholders do not exercise their subscription rights - in line with a contribution commitment of EUR 26 million. In anticipation of this contribution commitment, the three major shareholders have paid EUR 26 million into separate accounts, which are available there to implement the planned cash capital increase. Each major shareholder signed an individual trust agreement for his account with the depository bank and VBH Holding AG. The Supervisory Board resolved to propose Mr Harry Zobel, Partner of Zobel Chemie GmbH, Worms and Mr Winfried Tillmann, Auditor and Tax Advisor, owner of ITC International Tax Consultants Steuerberatungsgesellschaft GmbH, Schwerte, to the Annual General Meeting as successors to the Supervisory Board members Prof. Rainer Kirchdörfer and Mr Gerhard Sommerer, who are leaving as of the end of the Annual General Meeting on 31 July 2015. Should he be elected, the Supervisory Board is expected to select Winfried Tillmann as the Chairman of the Supervisory Board. Contact: Jürgen Kassel, CFO ++49/7150/15-200 19.06.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: VBH Holding Aktiengesellschaft Siemensstraße 38 70825 Korntal-Münchingen Germany Phone: 07150-15-204 Fax: 07150-15-376 E-mail: g.weber@vbh.de Internet: www.vbh.de ISIN: DE0007600702 WKN: 760070 Listed: Regulated Market in Frankfurt (Prime Standard), Stuttgart; Regulated Unofficial Market in Berlin, Dusseldorf End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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