H+H International A/S, Company Announcement No. 231, 2010
Report of transactions by managerial staff of shares and related securities in H+H International A/S - Omission of salary increase and incentive pay in 2010
Copenhagen, Denmark, 2010-12-22 15:38 CET (GLOBE NEWSWIRE) --
H+H International A/S
Dampfærgevej 27-29, 5th Floor
2100 Copenhagen Ø
Denmark
Telephone: +45 35 27 02 00
www.HplusH.com
Report of transactions by managerial staff
In consequence of the changes made to H+H International A/S’s capital structure and share structure via the merger of share classes, the rights issue resulting in a capital increase of nom. DKK 436,000,000 net to DKK 490,500,000 as well as the reduction of the share denomination from a nominal value of DKK 100 per share down to a nominal value of DKK 50 per share (cf. company announcement no. 207 of 23 December 2009), and pursuant to the common adjustment provision in the original share option agreements executed between the Company and the respective share option beneficiaries prior to the said capital changes, the Company shall make adjustments to the allocated share options.
The adjustments shall be made so that the value of the allocated share options remains the same after the said capital changes as before the said changes, meaning the “moneyness” of the allocated share options (i.e. by how much the share options are in-the-money or out-of-the-money) remains the same. The adjustments are based on the Black-Scholes model and the calculations have been made by the Company’s external auditors based on assumptions provided by the Company as to volatility, time of exercise and dividends.
By the adjustment:
- all original share options (each entitling the holder to buy one (former) B share with a nominal value of DKK 100) are changed to concern entitlement to buy one share with a nominal value of DKK 50;
- new additional share options are granted; and
- the exercise of the original share options are adjusted so that a common exercise price for the original share options as well as the new additional share options is set.
Due to the relative large gap between the current share price and the calculated adjusted exercise prices seen in combination with the time of expiration of the exercise period for the various share options, the share options, as adjusted, are not fully hedged via the Company’s holding of an equal number of equity shares. The Company’s holding of equity shares currently makes up 20,489 shares which is deemed sufficient since many of the share options are not expected to be exercised.
Based on the above, adjustment of all existing share options has now been decided by the Board of Directors. The share options relate to both management in H+H International A/S as well as former and present leading employees of the H+H Group. The adjustment does not have any financial consequences to H+H International A/S, since as stated above the adjustment is made so that the overall “moneyness” of the share options remains the same after the adjustment as before the adjustment, meaning the issuance of new additional share options as part of the adjustment does not imply a greater financial liability for H+H International A/S.
Please see attached pdf file for the full report of adjustments persuant to section 28a of the Danish Securities Trading, ect. Act re the managerial staff in H+H International A/S.
Omission of salary increase and incentive pay in 2010
In agreement with H+H International A/S’s management it has been decided that for 2010 no share option program shall apply for anyone in the H+H Group. Furthermore, H+H International A/S’s management will not receive any salary raise or bonus for 2010.
Anders C Karlsson
Chairman of the Board of Directors
For additional information please contact:
Chairman of the Board of Directors Anders C Karlsson.Telephone +46 70 524 74 80
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.