H+H International A/S completes rights issue and merger of share classes, etc.
Company Announcement No. 207, 2009 H+H International A/S Dampfærgevej 27-29, 4th Floor 2100 Copenhagen Ø Denmark Telephone: +45 35 27 02 00 www.HplusH.com 23 December 2009 This announcement is not for publication or distribution in Australia, Canada, Japan or the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the securities of H+H International A/S (the “Securities”) in Australia, Canada, Japan or the Unites States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the Securities has not registered, and does not intend to register, any portion of the Offering in the United States, and does not intend to conduct a public offering of the Securities in the United States. H+H International A/S completes rights issue and merger of share classes, etc. H+H International A/S (the ”Company”) hereby announces that the Company's offering of shares with pre-emptive rights to the Company's existing shareholders has been successfully completed; 8,720,000 new shares of nominally DKK 50 each, corresponding to 100% of the offered shares, have been subscribed for. The offered shares were subscribed for at DKK 54 per share, resulting in gross proceeds to H+H International A/S of approximately DKK 471 million, corresponding to net proceeds of approximately DKK 436 million after deduction of expenses related to the offering. For the purpose of ensuring that all offered shares were subscribed for, resulting in gross proceeds for the Company of DKK 471 million, binding advance commitments were obtained from a group of existing shareholders to subscribe for an aggregate of 1,501,264 offered shares by exercising their respective pre-emptive rights. In addition, a number of investors (together, the ”Group of underwriters”) has made binding underwriting commitments to subscribe for up to 7,218,736 offered shares. At expiration of the subscription period, 8,708,271 offered shares were subscribed for equivalent to a subscription percentage of 99.9%. The Group of underwriters has subscribed for an aggregate of 11,729 offered shares in accordance with their guarantee commitments, corresponding to 0.1% of the total offering. The utilisation of the underwriting commitments is only due to technical issues relating to the structure of the offering. The new shares have been registered with the Danish Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) at today's date together with the capital decrease and the merger of the Company's share classes adopted by the Company in general meeting on 27 November 2009. After the merger of the share classes, all shares in the Company carry the same rights, including voting rights. The new shares and the Company's A shares are expected to be admitted to trading and official listing on NASDAQ OMX Copenhagen A/S on 30 December 2009 under the ISIN code for the existing B shares (DK0015202451). On registration of the new shares, the capital increase and the merger of the Company's share classes, H+H International A/S's nominal share capital is DKK 490,500,000, divided into 9,810,000 shares with a nominal value of DKK 50 each. 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.