VBH Holding GmbH
VBH Holding Aktiengesellschaft: Notice of Loss pursuant to Section 92(1) German Stock Corporation Act (AktG); changes in the supervisory board
VBH Holding Aktiengesellschaft / Key word(s): AGM/EGM/Change of Personnel 10.06.2015 20:39 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. --------------------------------------------------------------------------- Korntal-Münchingen on 10 June 2015 In the course of setting-up the annual accounts of VBH Holding AG for the financial year 2014, the management board has today resolved to make value adjustments in an amount of EUR 36m regarding the book value of VBH Deutschland GmbH and regarding loans granted to this company, which both do not have liquidity effects. Together with the presumable operative losses for the financial year 2014, such value adjustments will lead to a presumable loss of VBH Holding AG for the financial year 2014 of about EUR 40.1 million. Due to such loss the equity of the company will decrease to a nominal amount of about EUR 16.7 million; this means that the stated capital (Grundkapital) of the company with a nominal amount of about EUR 45.88 million will be lost by more than 50%. The duty to convene a general meeting pursuant to Section 92(1) German Stock Corporation Act (AktG) with a corresponding notice of loss shall be complied with by convening the next ordinary general meeting, which will presumably take place on 31 July 2015. The group earnings before tax (EBT) under IFRS with presumably EUR -3.6 million will be within the expectancy range for the earnings as communicated by ad-hoc announcement of 2 April 2015. At the same time the next ordinary general meeting shall, as already communicated by ad-hoc announcement of 30 April 2015, resolve a capital reduction and a cash capital increase to reorganise the company. The capital reduction shall together with the existing reserves have the purpose to fully compensate the loss 2014 mentioned above. As a result of the cash capital increase, liquidity in an amount of EUR 26 million shall be made available to the company. The precise terms and conditions and further details of the capital measures referred to before have at the current time not been fixed yet. As also communicated by ad-hoc announcement of 30 April 2015, the company has completed with each of its three largest shareholders bilateral agreements, which oblige these major shareholders to subscribe for the capital increase in full in the amount of EUR 26 million combined with an appropriate contribution obligation, even if the other shareholders should make no use of their subscription rights. In anticipation of such contribution obligation, the three major shareholders have in the meantime paid the sum of EUR 26 million to separate bank accounts available on such bank accounts for the execution of the planned cash capital increase. Prof. Rainer Kirchdörfer as chairman and Mr. Gerhard Sommerer as vice chairman of the supervisory board communicated to the company today that they will resign from their offices as members of the supervisory board with effect as of completion of the next ordinary general meeting and hence with effect after the resolutions on the capital measures required for a successful reorganisation of VBH have been taken. Contact: Jürgen Kassel, CFO ++49/7150/15-200 10.06.2015 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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