H+H International

Share Issue/Capital Change • Mar 17, 2015

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

Date Event
17 March Decision by the Board of Directors to exercise its authorisation to
2015 increase the share capital
18 March Closing of book-building and allocation – announcement of
2015 subscription price
20 March Payment and settlement for the new shares
2015
20 March Registration of new shares with the Danish Business Authority
2015
23 March The new shares are expected to be admitted for trading and official
2015 listing at Nasdaq Copenhagen

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.