Regulated information Privileged information Mont-St-Guibert, 23 December 2016, 6 PM Hamon & Cie (International) capital increase in a minimum amount of EUR 37,700,000 and a maximum amount of EUR 49,009,426: launching of a public offering with preferential rights

The capital increase with preferential subscription rights for the current shareholders in a minimum amount of EUR 37,700,000 and a maximum amount of EUR 49,009,426 (including issue premium) will be launched on Tuesday, 27 December 2016.

This important capital increase will enable the Group to strengthen its equity, to improve its treasury, to reduce its short-term financial debt as well as to improve the financing of its operational activities. It will give a broader financial base to the Group, which will allow it to carry on its development with high-performing products addressing thereby today's needs (water saving and air quality).

The new shares shall be offered at a subscription price of EUR 3.615 per share, in a ratio of 5 new shares for 4 preferential rights (i.e. 4 existing shares). The capital increase will entail the issuance of minimum 10,428,769 new shares and maximum 13,557,241 new shares.

By way of reminder, Sopal and Sogepa committed to subscribe to this capital increase in an amount of EUR 5,050,000 and EUR 32,650,000 respectively. As a result, the participations of Sopal and Sogepa (acting for its own account and on behalf and for the account of the Walloon Region) will move, upon closing of the offering, from 67.71% and 9.30%, respectively, to 41.08% and 47.20% (in case of a minimum capital increase), and to 35.82% and 41.15% (in case of a maximum capital increase).

The prospectus as approved by the FSMA also relates to the admission to trading on Euronext Brussels of 2,809,877 shares of the Company, which were issued in the framework of previous capital increases.

Hamon points out that a restated version of the Group's financial results as at 30 June 2016, as published on 7 September 2016, has been prepared in order to include additional information required by IFRS standards relating notably to operational expenses, deferred taxed assets, financial liabilities and related parties. These are set out in Annex I to the abovementioned prospectus. The prospectus also includes specific notes relating to the 2015 annual report set out in Annex II, which provides additional information required by IFRS standards relating to deferred taxed assets, derivative financial instruments and financial liabilities.

The main terms of the offering can be summarized as follows:

Rights: : subject to applicable securities laws, all Hamon shareholders as of the closing of Euronext Brussels on Friday 23 December 2016 are being granted one preferential right per existing share held. The rights, represented by coupon n° 14 of the existing shares, will be separated from such shares on Friday 23 December 2016, after the closing of Euronext Brussels and will be admitted for trading on Euronext Brussels as from Tuesday 27 December 2016. Ratio: 5 new shares for 4 preferential rights (the "Ratio"). Subscription price: EUR 3.615 per share. Period of subscription with rights: from Tuesday 27 December 2016 to Friday 13 January 2017, inclusive (till 4 PM CET). Preferential rights that have not been exercised by the end of the rights subscription period will no longer be exercisable.

Period of subscription with scrips: after the subscription period has expired, any rights that have not been exercised will be converted into an equal number of scrips. The scrips will be offered and sold through an accelerated bookbuilding process through an exempt private placement. BNP Paribas Fortis SA/NV shall act as Sole Lead Manager. Such placement is expected to take place on or around 16 or 17 January 2017. It is expected to last only one day, but may be extended. The net proceeds of the scrips (if any) will accrue to the holders of the preferential rights that have not been exercised during the rights subscription period, unless the net proceeds of the sale of the scrips divided by the number of unexercised rights is less than € 0.01 in which case such net proceeds will be transferred to Hamon. Purchasers of scrips will have the obligation to subscribe for new shares corresponding to the scrips acquired by them in accordance with the Ratio.

Announcement of results: the results of the offering are expected to be announced on or around 20 January 2017. Ranking and dividends: the new shares shall have the same rights and benefits as, and shall rank pari passu in all respects, including as to entitlement to dividends, with, the existing shares. Settlement: the payment of the subscriptions is expected to take place on or around 21 January 2017. Delivery of the new shares and payment of any net proceeds of the scrips will take place on or around such date.

Prospectus: the prospectus approved by the FSMA is available to all investors in Belgium and will be freely available at the company's registered office located rue Emile Francqui 2, 1435 Mont-Saint- Guibert (Belgium). Copies of documents included by way of reference in the Prospectus are available (for free) at Hamon's registered office or on Hamon's website (www.hamon.co m). The prospectus in French is also available to all investors in Belgium on the following website:www.bnpparibasfortis.be/epargneretplacer.

Investing in the new shares, the preferential rights or the scrips entails important risks. Before taking a decision to participate in the offering, investors should read the Prospectus as a whole and, in particular, take note of the risks described in chapter 3 "Risks factors" (pp. 33 and following of the Prospectus) and more specifically (a) section 3.1.1.1.1 (B) "Risks related to the financing" (p. 33 of the Prospectus) and, amongst others, the risk inherent to the identical maturity as at 30 January 2020 between the bond issue of EUR 55 million subscribed by the company and the syndicated credit agreement entered into by the Company and some of its subsidiaries in an amount of EUR 380,000,000 (p. 34 of the Prospectus) and (b) section 3.1.1.1.1 (C) "Risks related to the indebtedness of the Company on its operational flexibility" (p. 35 of the Prospectus) and, amongst others, the fact that the indebtedness of the Company could have consequences on its activities and operations, including (i) make the Company dedicate an important portion of its treasury to the reimbursement of its financial debt, reducing thereby the funds available for its working capital (on a long term basis), investments and acquisitions; (ii) limit the capacity of the company to borrow additional funds; (iii) increase the vulnerability of the company in relation to the economic conditions, general or specific, of the sector. Any decision to invest in the new shares, the preferential subscription rights or the scrips should be carefully considered and based on all the information provided in the Prospectus. Potential investors must be able to bear the economic risks of an investment in the new shares, the subscription rights or the scrips that could result in the loss, in part or in whole, of their investment. Restrictions: This announcement is for general information only and does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, nor shall there be any sale or purchase of, the securities referred to herein, in any jurisdiction in which such offer, invitation, solicitation, sale, issue, purchase or subscription would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This announcement is not for distribution, directly or indirectly, any jurisdiction where to do so would be prohibited by applicable law. Any persons reading this announcement should inform themselves of and observe any such restrictions.

This announcement is not an offer of securities for sale in the United States of America. The securities referred to herein may not be offered or sold in the United States of America (as defined in Regulation S under the U.S. Securities Act) absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company and its affiliates have not registered and do not intend to register any part of any offering in the United States of America, and have not conducted and do not intend to conduct a public offering of securities in the United States of America.

This announcement is not a prospectus within the meaning of the Prospectus Directive in relation to the offering. A prospectus prepared and made available in accordance with the Prospectus Directive has been published, and can be obtained as mentioned above. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Investors may not accept an offer of securities referred to herein, nor acquire or sell such securities, unless on the basis of information contained in the Prospectus. This communication cannot be used as basis for any investment agreement or decision.

Hamon Information Press Release

This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer to buy or subscribe for securities in any jurisdiction. No announcement or information regarding the offering, listing or securities of the Company referred to above may be disseminated to the public in jurisdictions outside of Belgium where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering or listing of securities of the Company referred to above in any jurisdiction outside of Belgium where such steps would be required. The issue, exercise, or sale of, and the subscription for or purchase of, securities of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.

More information is available at the following link: http://www.hamon.com/en/corporate/news/284- hamon-&-cie-(international)-capital-increase

For more information

For more information, please contact:

Hamon Investors Relations investorsrelations@hamon.comFrancis Lambilliotte, CEOcorporate@hamon.com

Christian Leclercq, CFO christian.leclercq@hamon.com +32.10.39.04.22

Hamon profile

The Hamon Group is a world player in engineering & contracting (design, installation and project management). Its activities include the design, the manufacturing of critical components, the installation and the after-sale services of cooling systems, process heat exchangers, air quality systems (AQS), Heat Recovery Steam Generators (HRSG) and chimneys, used in power generation, oil & gas and other heavy industries like metallurgy, glass, chemicals.

Hamon & Cie International SA published this content on 23 December 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 December 2016 18:43:04 UTC.

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