VBH HOLDING AKTIENGESELLSCHAFT
POSTFACH 1449
70810 KORNTAL-MÜNCHINGEN
TELEPHONE:+ (0) 7150 / 15-0
FAX:+ (0) 7150 / 15-331
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Press Release
Korntal-Münchingen, 3 August 2015
VBH Holding AG Annual General Meeting
VBH shareholders approve capital increase
At their Annual General Meeting on 31 July 2015, the shareholders of VBH Holding AG approved a capital reduction with a subsequent capital increase of €26million by a large majority. Harry Zobel and Winfried Tillmann were appointed as successors to the departing Supervisory Board members Prof Rainer Kirchdörfer and Gerhard Sommerer.
With their resolutions at the Annual General Meeting in Kornwestheim, VBH’s shareholders followed the recommendations of the Executive and Supervisory Boards of VBH Holding AG.They had proposed fully offsetting the loss incurred in the 2014 financial year by reducing the company’s subscribed capital by 2/3 from around €45.88million to around €15.29million. Every three old shares shall be merged to become one new no-par share. Subsequently, the shareholders approved a capital increase to increase the reduced subscribed capital to up to €35.68million by issuing up to 20.39 million new shares. The new shares will be issued with shareholders’ subscription rights granted at a price of €1.30 per new share. The subscription ratio determines that, after the capital reduction, every three shares grant a right to subscribe to four new shares. The company shall therefore receive up to €26.5million.
The three main shareholders of VBH Holding AG, LISOMA, Adwian and Ascalon, which together hold around 80% of the shares, committed in advance to contributing up to €26million to the capital increase – provided the other shareholders do not exercise their subscription rights. The major portion of up to €20million will be provided by the strategic investor Ascalon, represented by Victor Trenev, a long-standing VBH shareholder, distinguished industry expert and owner of the Russian market leader in the building hardware sector T.B.M. After the capital increase, his shareholding in VBH Holding AG is expected to amount to 50% or more. Victor Trenev sees his investment in VBH as providing great strategic potential to participate in the development of the European building hardware market. VBH will thus remain an independent group in all markets.
Foundation laid for successful realignment
The shareholders’ resolutions on the capital measures form the basis for the future successful realignment of Europe’s largest trading house for window and door fittings. In the months to come, VBH is planning investments to increase its customer focus, including optimising and expanding the own-brand product ranges greenteQ and systeQ and improving logistics and sales management. An important condition for this was the conclusion of a new syndicated loan agreement in mid-July. The loan agreement worth €100million with a reduced interest rate supports VBH’s realignment. Together with the equity measures now approved by the Annual General Meeting, debt financing has now also been secured until the end of 2017.
“The shareholders’ resolutions are helping us down the path of realignment,” says Jürgen Kassel, member of the VBH Holding AG Executive Board. “In recent months, we have concentrated on creating the necessary financial foundation for the company. Now we can focus on winning back market shares and continuously improving our availability and service for our customers.”
Changes in the Supervisory Board
By electing Harry Zobel and Winfried Tillmann, the shareholders complied with the Supervisory Board’s proposal regarding successors for the departing Supervisory Board members Prof Rainer Kirchdörfer and Gerhard Sommerer. Winfried Tillmann was elected the new Supervisory Board Chairman in the following Supervisory Board meeting.
“We thank the shareholders of VBH Holding AG, but above all our customers and suppliers for their trust. In the months to come, we will focus all our strength on the operational implementation of realignment in the market,” summed up VBH Executive Board member Christoph Schill at the end of the Annual General Meeting.
82.48 % of the voting capital participated in the Annual General Meeting of VBH Holding AG.
About VBH Holding Aktiengesellschaft
VBH is Europe’s largest trading company for window and door fittings. The company employs around 2,400 people and operates with its own companies in over 30 countries. In 2014 it generated consolidated sales of €659 million.
Images
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Winfried Tillmann is the new Chairman of the Supervisory Board of VBH Holding AG, auditor and tax advisor, and owner of ITC International Tax Consultants Steuerberatungsgesellschaft GmbH, Schwerte. / Harry Zobel, partner at Zobel Chemie GmbH, Worms, is the new member of the Supervisory Board of VBH Holding AG.
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