Rights issue in H+H International A/S
Company Announcement No. 196, 2009 H+H International A/S Dampfærgevej 27-29, 4th Floor 2100 Copenhagen Ø Denmark Telephone: +45 35 27 02 00 www.HplusH.com 8 October 2009 Rights issue in H+H International A/S. In continuation of Company Announcement No. 193 of 21 September 2009 and Company Announcement No. 195 of 23 September 2009, which reported that an agreement in principle had been reached with Nordic Capital Fund VII (Nordic Capital) on recapitalisation of the H+H Group, it is hereby announced that Nordic Capital and the Supervisory Board of H+H International have not been able to reach an agreement on such terms required to achieve adequate support from the company's shareholders. Thereafter, the Supervisory Board of H+H International has reached an agreement on a rights issue with a group primarily consisting of existing as well as in part new shareholders of H+H International. The rights issue is expected to contribute approximately DKK 450 million to H+H International and is expected to be fully underwritten. In connection with the rights issue, the preferential voting rights of the A shares will be terminated, leading to all shares having the same voting rights after the rights issue (i.e. “one share, one vote”). The Supervisory Board finds that a rights issue best considers the interests of the A and B shareholders, the creditors and the company, and the rights issue is supported by both the company's A shareholder and the company's primary lender. The discussions between the Supervisory Board of H+H International and the group of existing and new shareholders of H+H International were re-initiated on the basis of specific enquiries to the Supervisory Board on the completion of a rights issue. In order to be able to examine the possibility and to begin discussions on a rights issue, H+H International terminated the exclusivity agreement with Nordic Capital according to which H+H International had agreed to refrain from negotiating with any competing bidders while negotiations with Nordic Capital were in progress. The termination of the exclusivity agreement took place in mutual agreement with Nordic Capital and does not give rise to payment of any contractual compensation to Nordic Capital. The Chairman of the Supervisory Board of H+H International Anders C. Karlsson states that the Supervisory Board is very pleased that a final solution for recapitalization of H+H International has been found, and that it is very satisfactory that our major B shareholders continue to invest in the company. Anders C. Karlsson further states that Nordic Capital has been a professional and constructive partner, but that the Supervisory Board found that it was not possible to reach the necessary consensus on the proposals with important shareholder groups. The Supervisory Board therefore decided to proceed with a rights issue, which considers the interests of all shareholders in a balanced manner and which provides H+H International with a sufficiently large capital contribution. The decision on a rights issue has been made on the basis of a capital seeking process initiated by the Supervisory Board of H+H International with the assistance of SEB Enskilda Corporate Finance aimed at an injection of capital, which may remedy the financial situation of the H+H Group and simultaneously ensure the maintenance of the company's financing. The details regarding the rights issue will be described in detail in a prospectus which will be made public at a later date. An extraordinary general meeting will be called in as soon as possible with a view to adopt the resolutions required for the rights issue, including the adoption of a termination of the preferential voting rights of the A shares. The rights issue is expected to be completed before the end of the year. Anders C. Karlsson Chairman of the Supervisory Board Hans Gormsen CEO For additional information please contact: Anders C. Karlsson, Chairman of the Supervisory Board. Telephone +46 70 524 74 80 (available on 8 October 2009 before 10am or after 1pm) 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.