DGAP-Adhoc: Vivanco Gruppe AG: Loss of Half of the Share Capital Supervisory Board approves Concept for Recapitalization

Vivanco Gruppe AG  / Key word(s): Corporate Action/Capital Reorganisation

13.09.2010 18:04 

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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Ad-hoc-Notification pursuant to § 15 WpHG

Loss of Half of the Share Capital 
Supervisory Board approves Concept for Recapitalization

Vivanco Gruppe Aktiengesellschaft

Despite of an improved operative business development in 2010 on group
level, at Vivanco Gruppe AG, according to the management's best judgment,
half of the Company's nominal share capital has been lost.

Against this background, the Supervisory Board today has approved a concept
for recapitalization developed by the management which would (if fully
implemented) cause a reduction of the Company's liabilities by a total
amount of approx. EUR 29.3m and thereby strengthen the Company's equity
base. The Company is in continuing discussions with its creditors and with
its majority shareholder, LSF Irish Holdings III Limited, in this regard;
said majority shareholder has signaled that it appreciates the Company's
position and supports the concept of recapitalization in principle which
will be subject to a final decision to be taken by its board of directors.

The proposed concept for recapitalization inter alia includes the following
main elements:

(a) a reduction of the Company's share capital (simplified procedure) from
currently approx. EUR 3.9m to approx. EUR 1.3m by consolidation of shares
at a ratio of 3:1 (i.e. three existing shares will be consolidated into one
share),

(b) a subsequent capital increase against contribution in kind by approx.
EUR 3.9m by waiver of loans in a total nominal amount of approx. 29.3m and
claims resulting from debtor warrants. The new shares resulting from this
capital increase against contribution in kind would be subscribed by LSF
Irish Holdings III Limited only (based on the current shareholding of LSF
Irish Holdings III Limited, this represents a subscription rate of 1:4,5
after the capital reduction) and

(c) a capital increase against cash contribution by up to approx. EUR 1.9 m
with subscription right for all shareholders except for LSF Irish Holdings
III Limited at a subscription ratio of 1:4,5 (after the capital reduction).

The proposed recapitalization would provide the Company with a
significantly improved equity ratio and would relieve its liquidity as
interest payments and repayment obligations will fall away. Furthermore,
the management expects that the Company's credit ranking would improve and
that the proposed steps would facilitate future leverage. By these
measures, the Company would be placed in a better position to expand its
market position.

In addition to the final decision to be taken by the board of directors of
LSF Irish Holdings III Limited and legal documentation, the implementation
of the concept for recapitalization requires in particular the approval of
the shareholders' meeting of the Company as well as an advance ruling of
the fiscal authorities that the recapitalization will not have any negative
fiscal effects. The management will convene a shareholders' meeting in the
near future. The purpose of this shareholders' meeting will primarily be
the approval of the capital measures of the concept for recapitalization as
well as the notification of a loss of half of the share capital pursuant to
§ 92 Abs. 1 Stock Companies Act by the management. The invitation to the
shareholders' meeting will be published in the electronic Federal Gazette
at short notice.

Ahrensburg, September 13, 2010

The Management


13.09.2010 18:04 DGAP's Distribution Services include Regulatory Announcements, 
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Language:     English
Company:      Vivanco Gruppe AG
              Ewige Weide 15-17
              22926 Ahrensburg
              Deutschland
Phone:        +49(0) 41 022 31-0
Fax:          +49(0) 41 022 31-2 07
E-mail:       vivancoag@vivanco.de
Internet:     www.vivanco.de
ISIN:         DE000A0H52U4
WKN:          A0H52U
Listed:       Regulierter Markt in Frankfurt (General Standard);
              Freiverkehr in Hamburg, München, Berlin, Düsseldorf,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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