SHS Viveon AG

Share Issue/Capital Change • Oct 14, 2005

News Details

Ad-hoc | 14 October 2005 09:51

SHS Informationssysteme AG decides capital increase

Ad hoc announcement §15 WpHG Capital Increase SHS Informationssysteme AG decides capital increase Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— Munich, 14th October 2005 – The Board of Directors of SHS Informationssysteme AG (WKN 507240) listed on the Prime Standard segment of the Frankfurt Stock Exchange has today decided with the agreement of the Supervisory Board to increase the share capital of the company from the current EUR 9,192,807.00 by up to EUR 707,139.00 to EUR 9,899,946.00 by using part of the agreed capital to issue up to 707,139 bearer shares (the “new shares”). The capital increase will primarily be used to finance the cash component of the acquisition of Systech Software GmbH, Kastl, which was decided on 7th October 2005. The new shares will participate in profits from 1st January 2005. Shareholders are guaranteed indirect subscription rights. The subscription rights for fractional amounts are excluded. The company guarantees its shareholders subscription rights in the ratio 13:1, i.e. 13 old shares guarantee subscription rights to purchase 1 new share. The shareholders’ statutory purchase rights are guaranteed in the way that VEM Aktienbank AG, Munich, is approved for the subscription and takeover of the new shares to the issue price of EUR 3,25 per share with the obligation of issuing them, with the exception of the fractional amounts, to shareholders in the ratio 13:1 at an issue price of EUR 3,25 per share. The details of the issue conditions will be published on 18th October 2005 in the electronic federal indicator. For the case that not all the new shares are subscribed in the issue offer, VEM Aktienbank AG has been authorised by the company’s Board of Directors to offer the remaining shares in cooperation with the company privately to investors at the price of EUR 3,25 per share. Trading for the subscription rights on the stock exchange will not take place. – End of ad-hoc release – SHS Informationssysteme AG Fraunhoferstraße 12 82152 Martinsried bei München Deutschland ISIN: DE0005072409 WKN: 507240 Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart End of ad hoc announcement (c)DGAP 14.10.2005 Issuer’s information/explanatory remarks concerning this ad hoc announcement: Background to the capital increase: SHS Informationssysteme AG decided to take over Systech Software GmbH, Kastl, on 7th October 2005. The purchase price for Systech Software GmbH of approximately 3.1 million Euro will be paid partly in cash and partly in shares. The share component of the transaction will be served by the capital increase against contribution in kind with the amount of 386,430 Euro decided on 7th October 2005. The cash capital increase will be used to finance the cash component as well as the transaction and integration costs of the acquisition. The purchase of Systech Software GmbH represents a decisive strategic step on the part of SHS. In the foreground is especially the entry in the retail sector as one of the sectors with the strongest growth rates in the claims management area. This acquisition makes SHS the market leader in this area in Germany. In addition Systech Software GmbH enjoys excellent know-how in existing customer management, whilst the key competence of SHS lies in the area of applications management. In combination SHS and Systech will thus cover all phases of customer management and will be able in the future to offer solutions along the entire customer life cycle. This strategic step was very much appreciated by the customers of both companies: Rudolf Keßler, director of Credit Management at BayWa AG, a Systech customer for many years: “For us as an internationally active agricultural and construction product dealer, the takeover of Systech Software GmbH by SHS Informationssysteme AG creates an ideal result. The specialist competence of Systech in the retail sector will complement perfectly with the technical competence and SHS experience in credit management for companies on the European markets.” And Karl-Heinz Müller, CFO of INGRAM MICRO Distribution GmbH, is already thinking ahead: “As a world leading IT wholesaler, we are happy to have found an international solution provider in SHS. By taking over the acknowledged industry specialist, Systech, SHS is now setting the trade standard – another plus point for our cooperation.” Also for SHS the European market is in the focus: Chairman of the board, Dirk Roesing, stresses: “With this takeover, SHS is increasing market power in Europe. We are ensuring for ourselves technological leadership for all phases of the Customer Life Cycle, not only in Germany, but throughout Europe.” Munich-based SHS Informationssysteme AG is listed on the Prime Standard segment of the Frankfurt Stock Exchange and operates a subsidiary in Spain. The IT services provider focuses on offering customer management and credit risk management solutions to companies with a broad customer base. In 2004, the company recorded revenues of EUR 32 million. The customers of SHS AG include Ingram Micro, Crédit Agricole, T-Mobile, T-Online, Südleasing, Telefónica, amena, Barclaycard and other international companies in the information and financial sectors. For more information, see http://www.shs.de Further information: SHS Informationssysteme AG Wolfgang Brand Tel.: +49 – 89 – 747257-0 e-mail: wolfgang.brand@shs.de HOSCHKE & CONSORTEN Public Relations GmbH Andreas Hoschke Tel.: +49 – 40 – 369050-55 e-mail: a.hoschke@hoschke.de End of message (c)DGAP 140951 Okt 05