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

Company Announcement No. 316, 2015

Copenhagen, Denmark, 2015-03-18 07:33 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 will be completed

H+H International A/S ("H+H") is pleased to announce that the share capital increase of up to a nominal value of DKK 9,800,190 representing 980,019 shares of DKK 10 each, which was announced on 17 March 2015, has been fully subscribed for and finalised in connection with a private placement carried out through an accelerated book-building process, referring to Company Announcement No. 315 of 17 March 2015.

The capital increase has been subscribed for at a price per share of DKK 46.00. As the offering was oversubscribed, an individual allocation of the new shares will take place. H+H will receive gross proceeds of DKK 45.08 million. Following registration of the capital increase, the share capital of H+H will amount to a nominal value of DKK 107,900,190 divided into 10,790,019 shares of nominally DKK 10 each.

The new shares are expected to be listed on Nasdaq Copenhagen under the ISIN code for the existing shares, DK0015202451, from 23 March 2015 following registration of the share capital increase with the Danish Business Authority, expectedly on 20 March 2015. The shares issued under the temporary ISIN code will not be listed on Nasdaq Copenhagen.

Payment and settlement are expected to take place on 20 March 2015. Until settlement and registration have taken place, the capital increase may be cancelled, but only under certain extraordinary circumstances.

H+H intends to use the net proceeds to strengthen the capital base following the acquisition of Grupa Prefabet S.A.

Danske Bank (Danske Bank A/S) acted 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.

Any indication in this announcement of the price at which shares in H+H International A/S have been bought or sold in the past cannot be relied upon as a guide to future performance. 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.