H+H International A/S

Transcription

1 Comany announcement No. 361, 2018 H+H International A/S Lautrusgade 7, Coenhagen Ø Denmark Telehone CVR No LEI: 3800GJODT6FV8QM May 2018 Not for release, ublication or distribution, directly or indirectly, in or into United States, Canada, Australia or Jaan or any other jurisdiction where such distribution of this ress release would be subject to legal restrictions. H+H International A/S (the "Comany") ublishes rosectus in connection with a rights issue with Pre-emtive Rights for the Comany's existing shareholders (the "Offering"). The Comany hereby ublishes the rosectus (the "Prosectus") related to the Offering of new shares ("New Shares") u to a nominal value of DKK 71,933,460 with re-emtive subscrition rights ("Preemtive Rights") for the Comany's existing shareholders ("Existing Shareholders") at a subscrition rice of DKK 73 (the "Subscrition Price"). Further the Comany ublishes a final timetable for the Offering. - In connection with a caital increase, the Comany has made a decision to offer u to 7,193,346 New Shares with a nominal value of DKK 10 each in the Comany - The Offering comrises a rights issue with Pre-emtive Rights for the existing shareholders of the Comany at ratio 2:3, meaning that each Existing Shareholder will be entitled to and will be allocated 2 Pre-emtive Rights for each share held at the allocation time on 1 June 2018 at 5.59.m. CEST ("Existing Shares"), and that 3 Pre-emtive Rights will be required to subscribe for 1 New Share - If the Offering is fully subscribed for, the gross roceeds will be aroximately DKK 525 million and the net roceeds (gross roceeds less estimated costs to the Comany relating to the Offering) is exected to be a total of aroximately DKK 500 million - The New Shares can be subscribed for in the subscrition eriod commencing 4 June 2018 at 9.a.m. CEST closing 18 June 2018 at 5.m. CEST (the "Subscrition Period") - The Pre-emtive Rights can be traded in the rights trading eriod commencing 31 May 2018 at 9.a.m. CEST closing 14 June 2018 at 5.m. CEST - New Shares which have not been subscribed for by the Existing Shareholders before the exiry of the Subscrition Period (the "Remaining Shares") may, without comensation to the holders of unexercised Pre-emtive Rights, be subscribed for by Existing Shareholders or Qualified Investors (as defined in section "Definitions and glossary" in the Prosectus), who have made binding undertakings to subscribe for Remaining Shares before the exiry of the Subscrition For further information lease contact: Michael T Andersen, CEO, or Bjarne Pedersen, Vice President, Business Develoment & IR, on telehone age 1/8

2 Period. In case of oversubscrition of Remaining Shares in connection with binding undertakings, such Remaining Shares will be allocated according to an aortionment key determined by the Comany's board of directors, whereas such allocation will be based on received binding undertakings, rovided, however, that the shares will be allocated irresective of whether such undertakings were made by Existing Shareholders or by other Qualified Investors. The New Shares can be subscribed for in the Subscrition Period commencing 4 June 2018 at 9.a.m. CEST closing 18 June 2018 at 5.m. CEST. During this eriod, the New Shares will be allocated temorarily through VP Securities uon exercise of the Pre-emtive Rights against ayment of the Subscrition Price. Any erson registered with VP Securities as an Existing Shareholder of the Comany on 1 June 2018 at 5.59.m. CEST will be allocated 2 Pre-emtive Rights for each Existing Share held. Shares traded after this time will be traded ex Pre-emtive Rights. Reasons for the Offering and use of roceeds In connection with the Comany's and the Comany's German subsidiary H+H Deutschland GmbH's acquisition of HeidelbergCement Grou s German and Swiss calcium silicate unit business ("HDKS"), at a rice of aroximately DKK 818 million (enterrise value), the Comany entered into a term loan agreement with Danske Bank financing the acquisition with a total credit line corresonding to aroximately DKK 850 million, reference is made to comany announcements no. 353 of 14 December 2017 and no. 354 of 28 February The net roceeds from the Offering will be used to reduce the net interest-bearing debt. Further, the net roceeds from the Offering will be used to strengthen the balance sheet, which gives the oortunity to be agile and react quickly should oortunities occur to articiate in further market consolidation. If the Offering is fully subscribed for, the gross roceeds will be aroximately DKK 525 million and the net roceeds (gross roceeds less estimated costs to the Comany relating to the Offering) is exected to be aroximately DKK 500 million. If the Offering is not fully subscribed, the Comany and its consolidated subsidiaries (the "Grou") will seek to refinance u to the full amount of the currently outstanding debt under its financing facilities. The Comany's executive board and the board of directors (the "Management") exect that the refinancing will be comleted through a new long-term credit facility agreement to be obtained in the loan market. Management believes that it will be ossible to obtain such an agreement rior to exiry of the Comany's term loan agreement and on market terms, although the ability to refinance is not certain. Prosective consolidated financial information for financial year 2018 Management's general view of the outlook for the financial year 2018 remain unchanged. However, the Comany has for the urose of meeting legal requirements secified the exectations to the following: - EBITDA before secial items (non-ifrs) is exected to be DKK million. - EBIT is exected to be DKK million. The difference of DKK 210 million between the forecasted EBITDA before secial items (non-ifrs) and forecasted EBIT consist of estimated dereciation and amortisation of DKK 150 million, of which one-off amortisation costs of DKK 20 million relate to order book and trademarks recognised in relation to the HDKS acquisition, and exected secial items of DKK 60 million which consist of increased transortation costs from the Borough Green factory ugrade of aroximately DKK million, transaction and integration costs for HDKS and Grua Silikaty S. Z o.o. ("Grua Silikaty") of DKK 35 million and DKK 5 age 2/8

3 million, resectively, offset by negative goodwill from the urchase of Grua Silikaty of aroximately DKK 10 million. The Comany and its consolidated subsidiaries usually rovide earnings guidance based on EBITDA before secial items (non-ifrs) as this is an imortant sulementary measure of the Grou s financial erformance and widely used by investors in comaring financial erformance between comanies. Furthermore, secial items usually are of an unredictable and / or non-recurring nature. The exectations in relation to future develoments may differ significantly from actual develoments, and realised results are likely to differ from the stated estimates, and such variance may be material. Methodology and assumtions The Management's rincial assumtions for the forecasts for the financial year ending on 31 December 2018 relate to: Sales volumes and roduct mix, which are artly within the Grou's control. These also deend on the develoment in the building materials market in general, which is not within the Grou's control. The revenue growth before acquisitions and measured in local currencies is exected to be aroximately 5% consisting of both volume and ricing. Net imact from sales volume and roduct mix is exected to be in the region of DKK 20 million. Price develoment in the markets in which the Grou oerates, which is artly within the Grou's control. Net imact including country mix effects is exected to be in the region of DKK 30 million. General economic trends, which are not within the Grou's control, leading to a general inflation around 2% and adversely imacting the cost base with DKK 30 million. Production efficiency and achievement of cost saving which are artly within the Grou's control. The net estimated imact is a saving of around DKK 20 million including costs for the lanned stand-still of the Borough Green factory during the factory ugrade in the first quarter of 2018 and the ram-u of roduction exected to last throughout the second quarter of Foreign exchange rates, which are not within the Grou's control is exected to remain at mid-may 2018 levels. Costs to be incurred as a result of the Borough Green factory ugrade in the UK, which are artly within the Grou's control, and the resulting need to imort roducts from sister comanies are exected to be aroximately DKK million. Increased transortation costs will be exensed at the oint of sale and treated as secial items (non-ifrs). Transaction and integration costs for HDKS, which are artly within the Grou's control, will be exensed as secial items (non IFRS) and are exected to be aroximately DKK 35 million. age 3/8

4 Transactions and integration costs for Grua Silikaty, which are artly within the Grou's control, will be exensed as secial items (non IFRS) and are exected to be aroximately DKK 5 million. The reliminary urchase rice allocation of Grua Silikaty indicates an exected negative goodwill in the amount of aroximately DKK 10 million that will be recognized as income under secial items (non IFRS) which is artly within the Grou's control. Investments excluding mergers, acquisitions and divestments, which are artly within the Grou's control, are exected to be in the region of DKK 150 million of which aroximately DKK 35 million relates to an investment required at one of the HDKS lants damaged by fire during the acquisition rocess. A similar amount was covered by a reduction in the urchase rice. Dereciation and amortization is exected to aroximately DKK 150 million in total including dereciation and amortization on roerty, lant and equiment and intangible assets acquired in the HDKS and HDKS transaction which is artly within the Grou's control. Of this DKK 20 million relates to estimated one-off amortization of order book and trademark. Terms and conditions for the Offering Subscrition ratio and allocation of Pre-emtive Rights Shareholders registered with VP Securities on 1 June 2018 at 5.59.m. CEST as shareholders of the Comany will as Existing Shareholders be entitled to an allocation of 2 Pre-emtive Rights for each Existing Share held. For every 3 Pre-emtive Rights, the Existing Shareholder will be entitled to subscribe for 1 New Share against ayment of the Subscrition Price of DKK 73 er New Share. Shares traded after 30 May 2018 will be traded as ex Pre-emtive Rights rovided that the Shares are traded at a customary two-day value. The Pre-emtive Rights and the New Shares will be delivered in book-entry form through allocation to the Existing Shareholders' accounts held with VP Securities. The Pre-emtive Rights and the New Shares will be delivered in book-entry form through allocation to the Existing Shareholders' accounts held with VP Securities. The Pre-emtive Rights have been aroved for admission to trading and official listing on NASDAQ Coenhagen to the effect that they can be traded on NASDAQ Coenhagen during the eriod from 31 May 2018 at 9 a.m. CEST to 14 June 2018 at 5.m. CEST. The New Shares will be issued under the temorary ISIN code DK After ayment of the Subscrition Price, the New Shares will be issued under the temorary ISIN code DK The New Shares under the temorary ISIN code will not be admitted to trading and official listing on NASDAQ Coenhagen. The New Shares under the temorary ISIN code will solely be registered with VP Securities. As soon as ossible after registration of the New Shares with the Danish Business Authority, exectedly no later than on 22 June 2018, the temorary ISIN code of the New Shares will be merged with the ISIN code of the Existing Shares, exectedly no later than on 26 June 2018, and the New Shares will be admitted to trading and official listing on NASDAQ Coenhagen under the ermanent ISIN code for the age 4/8

5 Existing Shares DK Uon admission to trading and official listing of the New Shares, the New Shares will be acceted for clearance through Euroclear and Clearstream. Subscrition Period The Subscrition Period of the New Shares will commence on 4 June 2018 at 9 a.m. CEST and will close on 18 June 2018 at 5.m. CEST. Comletion of the Offering The Offering will only be comleted if and when the New Shares subscribed for are issued by the Comany uon registration with the Danish Business Authority, which is exected to take lace no later than on 22 June 2018 before listing of the New Shares. A comany announcement concerning the results of the Offering is exected to be disclosed no later than on 20 June Withdrawal or susension of the Offering The Offering may be withdrawn at any time before registration of the caital increase relating to the New Shares with the Danish Business Authority. Any Pre-emtive Rights that are not exercised during the Subscrition Period will lase with no value, and the holder of such Pre-emtive Rights will not be entitled to comensation. If the Offering is not comleted, any exercise of Pre-emtive Rights that has already taken lace will be cancelled automatically. The subscrition amount for the New Shares will be refunded (less any transaction costs) to the last registered owner of the New Shares as at the date of such withdrawal. All Pre-emtive Rights will lase, and no New Shares will be issued. However, trades of Pre-emtive Rights executed during the Rights Trading Period will not be affected. Consequently, investors who have acquired Pre-emtive Rights will incur a loss corresonding to the urchase rice of the Pre-emtive Rights and any transaction costs. In case of withdrawal of the Offering, investors who have acquired New Shares will receive a refund of the subscrition amount for the New Shares (less any transaction costs). Consequently, investors who have acquired New Shares will incur a loss corresonding to the difference between the urchase rice and the Subscrition Price of the New Shares and any related transaction costs Minimum and maximum subscrition amount In connection with the Offering, the minimum number of New Shares that a holder of Pre-emtive Rights may subscribe for will be 1 New Share, requiring the exercise of 3 Pre-emtive Rights and the ayment of the Subscrition Price. The number of New Shares that a holder of Pre-emtive Rights may subscribe for is not caed. However, the number is limited to the number of New Shares that may be subscribed for through the exercise of the Pre-emtive Rights held or acquired. Remaining Shares may, without comensation to the holders of unexercised Pre-emtive Rights, be subscribed for by Existing Shareholders or Qualified Investors, who have made binding undertakings to subscribe for Remaining Shares before the exiry of the Subscrition Period. In case of oversubscrition of Remaining Shares in connection with binding undertakings, such Remaining Shares will be allocated according to an aortionment key determined by the Comany's board of directors, whereas such allocation will be based on received binding undertakings, rovided, age 5/8

6 however, that the shares will be allocated irresective of whether such undertakings were made by Existing Shareholders or by other Qualified Investors. If the subscrition orders from Existing Shareholders and Qualified investors do not exceed the number of Remaining Shares, the Comany will issue the number of Remaining Shares subscribed for. Payment and delivery Uon exercise of the Pre-emtive Rights related to the New Shares, the holder must ay DKK 73 er New Share subscribed for. Payment for the New Shares will be made in DKK on the date of subscrition, but no later than on 18 June 2018 at 5.m. CEST, against registration of the New Shares in the investor's account with VP Securities under the temorary ISIN code DK Procedure for the exercise of and trading in Pre-emtive Rights The Pre-emtive Rights related to the New Shares have been aroved for and will be admitted to trading and official listing on NASDAQ Coenhagen under the ISIN code DK Holders of Pre-emtive Rights who wish to subscribe for New Shares will be required to do so through their own custodian institution or other financial intermediary in accordance with the rocedures of such institution or intermediary. The Pre-emtive Rights has been aroved for admission to trading and official listing on NASDAQ Coenhagen to the effect that they can be traded on NASDAQ Coenhagen during the eriod from 31 May at 9 a.m. CEST 2018 to 14 June 2018 at 5.m. CEST. Plan of distribution There is not re-allotment of New Shares. The New Shares may be subscribed for by the Existing Shareholders of the Comany according to the Pre-emtive Rights allocated. Over-allotment There is no over-allotment of New Shares. Timetable of rincial events Announcement of Prosectus: 29 May 2018 Last day of trading in Existing Shares including Pre-emtive Rights: 30 May 2018 First day of trading in Existing Shares ex Pre-emtive Rights: 31 May 2018 First day of Rights Trading Period: 31 May 2018 Allocation Time of Pre-emtive Rights: 1 June 2018 at 5.59.m. CEST First day of Subscrition Period: 4 June 2018 age 6/8

7 Last day of Rights Trading Period: 14 June 2018 Last day of Subscrition Period: 18 June 2018 Allocation of Remaining Shares: 20 June 2018 Exected date of ublication of the results of the Offering: 20 June 2018 Exected registration of the New Shares with the Danish Business Authority: 22 June 2018 Exected date of comletion of the Offering: No later than on 22 June 2018 if the New Shares subscribed for are issued by the Comany and the caital increase is registered with the Danish Business Authority, which is exected to take lace before listing of the New Shares Exected merger of ISIN codes and admission of the New Shares to trading and official listing under the ISIN code of the Existing Shares: No later than on 26 June 2018 Financial and legal advisors Danske Bank Cororate Finance (deartment of Danske Bank) acts as the Global Coordinator and Bookrunner of the Offering, and Accura Advokatartnerselskab is the Comany's legal advisor in connection with the Offering. Prosectus The Prosectus can, with certain restrictions, be downloaded on the Comany's website ( ("Investor Relations Prosectus 2018"). Excet for information included by reference in the Prosectus, the contents on the Comany's website do not constitute a art of the Prosectus. Kent Arentoft Chairman of the board of directors Michael T Andersen CEO age 7/8

8 Further information For further information, lease contact Michael T Andersen, CEO, or Bjarne Pedersen, Vice President, Business Develoment & IR, on telehone IMPORTANT INFORMATION The information in this comany announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscrition rights or other securities in the Comany. Any invitation to the ersons entitled to subscribe for shares in the Comany is made solely through the rosectus which the Comany ublish today. This comany announcement may not be released, ublished or distributed, directly or indirectly, in or into the United States, Canada, Australia or Jaan, or any other jurisdiction where such action is wholly or artially subject to legal restrictions or where such action would require additional rosectuses, registrations or other actions in addition to what follows from Danish law. Nor may the information in this comany announcement be forwarded, reroduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comly with this instruction may result in a violation of alicable securities laws. Due to restrictions under alicable legislation, the Comany exects that some or all investors residing in the United States, Canada, Australia, Jaan and other jurisdictions outside Denmark may not have the rosectus distributed to them and may not be entitled to exercise the Pre-emtive Rights and subscribe for the New Shares. The Comany makes no offer or solicitation to any erson under any circumstances that may be unlawful. The Pre-emtive Rights and the New Shares have not been and will not be registered under the United States Securities Act 1933 and are only offered and sold outside United States in accordance with Regulation S. This comany announcement may contain forward-looking statements which reflect the Comany's current view on future events and financial and oerational develoment. Words such as intend, exect, anticiate, may, believe, lan, estimate and other exressions which imly indications or redictions of future develoment or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they deend on future events and circumstances. Forward-looking statements do not guarantee future results or develoment and the actual outcome could differ materially from the forward-looking statements. age 8/8