Viscom AG creates prerequisites for more flexible and optimized management of equity capital

Viscom AG / Key word(s): Corporate Action/AGM/EGM

05.07.2013 / 14:23

Viscom AG creates prerequisites for more flexible and optimized management of equity capital

- Conversion of appropriated capital reserves to free capital reserves planned

- Measure allows for dividend payments or share buybacks from 2014 onwards

- Extraordinary General Meeting planned on 20 August 2013

Hanover, 5 July 2013 - The Executive Board and the Supervisory Board of Viscom AG (ISIN DE0007846867) plan to convert a portion of the currently appropriated capital reserves to free capital reserves so that they can be available for potential dividend payments or share buyback programmes from 2014 onwards. An Extraordinary General Meeting of shareholders will be called for 20 August 2013. With the planned conversion Viscom will create the prerequisite for a flexible, efficient and capital markets-oriented management of its equity position. The conversion involves a number of legally required capital measures which have to be approved by a General Meeting of the company.

As of 31 December 2012, Viscom AG has appropriated capital reserves of 37.1 million EUR, of which 22.6 million EUR are to be converted to free capital reserves. To realize this, Viscom has to implement a capital increase from company funds and a subsequent ordinary capital reduction.

Due to the required statutory waiting periods an Extraordinary General Meeting is necessary to create the formal conditions to realize the desired flexibility for the Ordinary General Meeting in May 2014.

Dirk Schwingel, CFO of Viscom: 'Our objective continues to be further growth and we continue screening for potential acquisition targets. However, we have demanding criteria to ensure an investment makes sense. In the event that we do not find appropriate investment opportunities, we now want to realize the additional flexibility to, going forward, decide on dividend payments or share buyback programs. With this step we improve our equity capital management. At the same time, the partial conversion ensures that even after dividend
payments or share buybacks, Viscom will retain sufficient funds as a contingency and acquisition capital.'

As previously announced, HPC Vermögensverwaltung GmbH has acquired off-exchange approximately 1.3 million Viscom shares offered by Grünwald Equity Beteiligungs V2 GmbH on 31 May 2013 in the interest of a stable share price performance.

Dr. Martin Heuser and Volker Pape, Executive Board Members of Viscom AG: 'We were of the opinion that the divestment of Grünwald Equity's Viscom shares via the stock exchange would have resulted in a share overhang and significant pressure on the share price. Therefore, we have decided at short notice to purchase of the Grünwald Equity shares as major shareholders to avoid undue negative share price impact. Should the General Meeting at a later date decide to reduce the existing liquidity with dividend payments, we would have the option to paritally refinance the mostly debt financed purchase of the shares.'

The planned measure to partially convert appropriated capital reserves to free capital reserves as well as the purchase of the shares without undue negative share price impact are in the particular interest of the company and its shareholders.

Any forecasts, expectations or forward-looking statements included in this report may carry risks and uncertainties. We therefore cannot guarantee that these assumptions will turn out to be correct. Actual results and developments may vary significantly from the forecasts and assumptions made in this report. Factors that may lead to such deviations include changes to the general economic development and competitive position, exchange rate and interest rate fluctuations as well as amendments to national and international laws. The Company does not assume any responsibility for updating the statements contained in this report.

Viscom AG
Investor Relations
Sandra M. Liedtke
Carl-Buderus-Str. 9-15
30455 Hannover
Tel.: +49-511-94996-850
Fax: +49-511-94996-555

End of Corporate News

05.07.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at and

220081  05.07.2013