H+H International A/S - Offering of up to 980,019 new shares in H+H International A/S

Company Announcement No. 315, 2015

Copenhagen, Denmark, 2015-03-17 17:04 CET (GLOBE NEWSWIRE) --  

H+H International A/S
Dampfærgevej 3, 3rd Floor
2100 Copenhagen Ø
Denmark
Telephone: +45 35 27 02 00
www.HplusH.com
Company reg. no. 49 61 98 12

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any jurisdiction in which such publication or distribution in unlawful. This announcement does not constitute or form a part of any offer to sell or solicitation of an offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or any jurisdiction in which it would be unlawful to do so. Any failure to comply with this may constitute a violation of US, Australian, Canadian or Japanese securities laws or the securities laws of other states as the case may by.

Offering of up to 980,019 new shares in H+H International A/S

The Board of Directors of H+H International A/S ("H+H" or “Company”) has today decided to offer up to 980,019 new shares of a nominal value of DKK 10 through a private placement at market price using an accelerated book-building process (the "Offering"). The resolution by the Board of Directors is adopted pursuant to authorisation from the general meeting in accordance with article 2.4 of H+H’s articles of association.

The new shares will represent up to 9.99% of the existing registered share capital of H+H. The new shares will be offered to institutional and professional investors in Denmark and internationally without pre-emption rights to H+H’s existing shareholders. This announcement comes in continuation of Company Announcements No. 312 of 5 February 2015 and No. 314 of 16 March 2015 where H+H International A/S announced the intention to increase the share capital by up to 9.99% of the company’s share capital after release of the Company’s annual report for 2014 on 16 March 2015.

Background and use of proceeds
H+H intends to use the net proceeds to strengthen its capital base following the acquisition of Grupa Prefabet S.A. With the acquisition, the H+H group has enhanced its position as the second largest manufacturer of aircrete in Poland.

As previously announced, the purchase price was DKK 108 million (enterprise value). The purchase price will be paid according to an agreed payment schedule where approximately DKK 40 million was paid at closing on 5 February 2015 and the remaining amount will be payable in two instalments by mid-2016 (DKK 32 million) and by mid-2017 (DKK 36 million) respectively.

Subscription price and allocation
The subscription price and proceeds will be established by H+H through an accelerated book-building process. The book-building process and consequently the subscription starts immediately, and it is expected that the allocation, the final subscription price and the number of new shares to be issued will be announced on 18 March 2015, but the book-building may be closed earlier. If the Offering is oversubscribed, allocation of shares will take place on an individual basis.

Share capital and new shares
If all 980,019 shares are subscribed for and issued, the issued share capital of H+H will increase by nominally DKK 9,800,190 from DKK 98,100,000 to DKK 107,900,190, divided into a total of 10,790,019 shares of nominally DKK 10 each. The maximum number of new shares that may be issued represents 9.99% of H+H's registered share capital before the capital increase and will, if the Offering is fully subscribed, account for 9.08% of H+H’s registered share capital upon completion of the capital increase.

The new shares will be issued to bearer, but may be registered in the name of the holder in H+H’s share register. The new shares will be negotiable instruments and will in every respect carry the same rights as the existing shares in the Company. The new shares will carry the right to receive dividends and other rights in the Company as from the time of registration of the capital increase with the Danish Business Authority, which is expected to take place on 20 March 2015.

Lock-up
H+H has undertaken a lock-up obligation on customary terms and conditions according to which the Company, subject to certain exemptions, shall not issue or publicly announce the intention to issue any shares or other securities convertible or exchangeable into shares or options to acquire shares or other securities for a period of 180 days from the listing of the new shares.

Admission for trading and official listing
The new shares will be issued under the temporary ISIN code DK0060631448. No application for trading and official listing has been filed for the shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S. The temporary ISIN code in VP Securities A/S will be merged with the existing primary ISIN code for the existing shares, DK0015202451, as soon as possible following registration of the share capital increase with the Danish Business Authority. The new shares are expected to be admitted for trading and official listing at Nasdaq Copenhagen on 23 March 2015.

Expected timetable for the capital increase

Danske Bank (Danske Bank A/S) is acting as Lead Manager and Bookrunner of the offering.

Kent Arentoft
Chairman of the Board of Directors

Michael T Andersen
CEO

For additional information please contact:
Michael T Andersen, CEO, or Bjarne Pedersen, Vice President, Business Development & IR,
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 will take precedence.

Disclaimers

This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). In particular, the securities referred to in this announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities issued in connection with an offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or any Excluded Territory.

This document constitutes an announcement and is not a prospectus in relation to Directive 2003/71/EC, as amended (the directive and any measures implementing the directive in the relevant member state shall be referred to as the "Prospectus Directive"). The content of H+H International A/S’ website accessible by hyperlinks on the company's website neither is incorporated in, nor forms part of, this document. No offer document or prospectus for approval by any legislative or other applicable authority will be published in connection with the offering.

In any EEA member state that has implemented the Prospectus Directive this document is solely addressed to and directed at “qualified investors”, as defined in the Prospectus Directive, Article 2(1)(e), in the member state in question. This announcement should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by H+H International A/S or by any of its affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the company, the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the company. The price of the new shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of any new shares subscribed for pursuant to the private placement referred to herein.