Announcement of prospectus
Company Announcement No. 203, 2009
H+H International A/S
Dampfærgevej 27-29, 4th Floor
2100 Copenhagen Ø
Denmark
Telephone: +45 35 27 02 00
www.HplusH.com
2 December 2009
This announcement is not for publication or distribution in or into Australia,
Canada, Japan or the United States.
This announcement is not an offer to buy or sell securities of H+H
International A/S (“Securities”) in Australia, Canada, Japan or the United
States or in any other jurisdiction. The Securities may not be offered or sold
in the United States absent registration or an exception from registration
pursuant to the U.S. Securities Act of 1933, as amended. The issuer of
Securities has not registered and does not intend to register any part of the
Offering in the United States and does not intend to make a public offering of
Securities in the United States.
Today H+H International A/S (HH B) (the “Company”) publishes a prospectus in
connection with an offering of 8,720,000 new B shares at a price of DKK 54 per
share with pre-emption rights to the Company's existing shareholders (the
“Offering”). For a description of the Company and the Offering, please see the
prospectus in its entirety.
The total gross proceeds from the Offering will amount to DKK 470.9 million,
and the total net proceeds (the gross proceeds less the estimated costs to the
Company relating to the Offering) are expected to be approximately DKK 436
million.
The Offering is underwritten by a group consisting of existing shareholders as
well as new investors.
Upon completion of the Offering and the merger of the share classes, all shares
in the Company will rank pari passu, including with respect to voting rights.
Reasons for the Offering and use of proceeds
The reasons for the Offering are to strengthen the Company's financial position
and thereby create a stronger financial basis for the future development of the
Group in a market characterised by significant uncertainty caused by the
general economic downturn and poor predictability.
The offer price
The offer shares are offered at a price of DKK 54 per share of DKK 50 nominal
value, free of charges. The offer price has been determined on the assumption
that the reduction of the Company's share capital, including the nominal amount
of each share, adopted at the Company's extraordinary general meeting held on
27 November 2009 will be registered no later than at the time of completion of
the Offering.
Subscription rights and subscription ratio
On 7 December 2009 at 12.30 p.m. CET, any person registered with VP Securities
A/S as a shareholder of the Company and holders of A shares will be allocated 8
(eight) pre-emption rights for each existing share held. As from 3 December
2009, the existing shares will be traded ex pre-emption rights, assuming that
such existing shares are traded at customary three-day settlement.
One pre-emption right entitles the holder to subscribe for 1 (one) offer share
against payment of the offer price.
Trading in pre-emption rights
The pre-emption rights can be traded on NASDAQ OMX Copenhagen A/S (ISIN code:
DK0060198034) during the period from 3 December 2009 to 16 December 2009 at
5.00 p.m. CET and can be exercised for subscription of offer shares during the
subscription period from 8 December 2009 to 21 December 2009 at 5.00 p.m. CET.
Subscription period
The subscription period for the offer shares commences on 8 December 2009 and
closes on 21 December 2009 at 5.00 p.m. CET. Subscription rights which are not
exercised in the subscription period will be invalid and have no value, and the
holder of such subscription rights is not entitled to any compensation.
Admission to trading and official listing
Registration of the offer shares with the Danish Commerce and Companies Agency
(Erhvervs- og Selskabsstyrelsen) will be effected following completion of the
Offering, expected to be on 23 December 2009, and as soon as possible after
registration, the offer shares will be admitted to trading and official listing
on NASDAQ OMX Copenhagen A/S on the admission of the ISIN code of the existing
B shares (DK0015202451), expected to be on 30 December 2009.
Underwriting and advance commitments
A group of existing shareholders, including Arbejdsmarkedets Tillægspension and
LD Equity 1 K/S (collectively, the “Shareholder Group”) has made binding
advance commitments, subject to the satisfaction of certain conditions, to
exercise their respective pre-emption rights to subscribe for a total of
1,501,264 offer shares.
A number of investors, including Danske Bank A/S, SmallCap Danmark A/S, PKA A/S
and SEB Enskilda (collectively, the ”Group of Underwriters”), have, moreover,
made binding underwriting commitments, subject to the satisfaction of certain
conditions, to subscribe for up to 7,218,736 offer shares at the offer price if
offer shares are allocated to them by the Supervisory Board which have not been
subscribed for by the Company's existing shareholders pursuant to their
pre-emption rights or by investors pursuant to acquired pre-emption rights at
the expiry of the subscription period. ATP has entered into a binding agreement
with SEB Enskilda to buy offer shares at the offer price on agreed terms and
conditions if SEB Enskilda subscribes for offer shares pursuant to the
underwriting commitment.
The Shareholder Group and the Group of Underwriters have thus made binding
underwriting and advance commitments to subscribe for a total of 8,720,000
offer shares, corresponding to aggregate gross proceeds of DKK 470.9 million or
100% of the offering.
Share classes and voting rights
Upon completion of the Offering and the merger of the share classes, all shares
in the Company will rank pari passu, including with respect to voting rights.
Expected timetable of principal events
- Announcement of prospectus 2 December 2009
- Trading in the shares ex pre-emption rights
commences (provided that the relevant shares
are traded at usual thee-day settlement) 3 December 2009
- Admission to trading and official listing of the
pre-emption rights 3 December 2009
- First day of the rights trading period 3 December 2009
- Allocation time of pre-emption rights 7 December 2009 at 12.30 p.m. CET
- First day of the subscription period 8 December 2009
- Last day of the rights trading period 16 December 2009 at 5.00 p.m. CET
- Last day of the subscription period 21 December 2009 at 5.00 p.m. CET
- Expected date of completion of the Offering
and announcement of the results of the Offering 23 December 2009
- Expected date of registration of the capital
reduction, the offer shares and of the merger
of the share classes with the Danish Commerce
and Companies Agency 23 December 2009
- Expected admission of the offer shares to
trading and official listing on NASDAQ OMX
Copenhagen A/S on the admission of the
ISIN code of the existing B Shares 30 December 2009
- Expected date of admission of the existing A shares
to trading and official listing on NASDAQ OMX
Copenhagen A/S after the merger of the share classes
(admission to trading and official listing will be
in the ISIN code of the existing B Shares) 30 December 2009
Sole Lead Manager
The Offering is coordinated by SEB Enskilda, Silkegade 8, DK-1113 Copenhagen K,
Denmark, which acts as the Sole Lead Manager of the Offering.
Prospectus
The prospectus may be obtained by request to:
SEB Enskilda
Silkegade 8
DK-1113 Copenhagen K
Denmark
Telephone: +45 36 97 74 00
Fax: +45 36 97 74 10
E-mail: prospekt@enskilda.dk
The prospectus can also, with a few exceptions, be obtained at the Company's
website www.HplusH.com. The contents of the website do not form part of the
Prospectus.
Anders C. Karlsson
Chairman of the Supervisory Board
Hans Gormsen
CEO
For additional information please contact:
Hans Gormsen, CEO, or Niels Eldrup Meidahl, CFO, on telephone +45 35 27 02 00
This is a translation of the company's announcement in Danish. In case of
inconsistency between the Danish text and this English translation, the Danish
text shall prevail.
