EANS-Adhoc: Nordex SE resolves capital increase from authorized capital by 6,684,499 shares
-------------------------------------------------------------------------------- ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------------
28.03.2011
- Not for distribution, publication or transmission in the United States, Canada, Australia or Japan -
Hamburg 28. März 2011 / The management board of Nordex SE (ISIN DE000A0D6554) has today resolved with the consent of the supervisory board to execute a capital increase against cash by partial utilization of the authorized capital. The share capital of the company will be increased, excluding the subscription rights of existing shareholders, by issuance of 6,684,499 new no-par bearer shares from EURO 66,845,000 to EUR 73,529,499.
The new shares will be offered for sale to institutional investors by way of an accelerated bookbuilding. The placement price will be determined immediately after the accelerated bookbuilding, which is expected for Tuesday, 29. March. The prospectus exempt admission of the new shares to trade in the regulated market of the Frankfurt Stock Exchange with simultaneous listing in the segment of the regulated market with additional listing requirements (Prime Standard) at the Frankfurt Stock Exchange has been applied for; the inclusion of the new shares into the existing trading is expected for 31 March 2011. The new shares carry dividend rights for the business year 2010; the company does, however, not intend to pay a dividend for the previous business year.
The anchor shareholders of the company, Ventus Venture Fund GmbH & Co. Beteiligungs KG (SKion) und momentum-capital Vermögensverwaltungsgesellschaft mbH (momentum), support this capital measure and have indicated their intention to maintain their current quota of the share capital after the capital increase by acquisition of new shares at the placement price. SKion/momentum undertake for a period of 90 days not to sell any Nordex shares. In addition, Nordex SE undertakes not to issue further new Nordex shares or derivatives thereof for a period of 180 days.
Nordex SE intends to use the proceeds from the capital increase for additional investments in research and development, in particular for new turbine generations both in the onshore and offshore segment. In addition, the company is exploring possible debt capital market opportunities, subject to market conditions.
Barclays Capital, the Investment Banking Division of Barclays Bank PLC, acts as the Sole Bookrunner of the capital increase transaction.
Important Notice
This document exclusively serves information purposes and is not an offer or a request for an offer for the purchase of securities. In connection with this transaction, there is no public offer, nor will there be a public offer. In connection with this transaction, no securities prospectus has been or will be produced. The transmission of this notification and the offer and the sale of securities may be subject to legal restrictions in certain jurisdictions.
United States of America This notification is not addressed to persons in the United States of America (including their territories, states, protectorates and the District of Columbia) and may not be directly or indirectly distributed in the United States. This document is not an offer or a partial offer for sale of new shares in the United States nor an invitation to make such an offer for the acquisition or subscription of securities in the United States of America. The shares mentioned herein (the "Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States, and may not be offered, sold or delivered in the United States. The Shares may not be offered or sold in or directly or indirectly delivered into the United States of America or to persons in the United States of America, except for exceptions due to an exemption from registration requirements of the Securities Act or the securities laws of any state of the United States of America.
Canada, Australia and Japan This notification is not addressed to any persons in Canada, Australia or Japan. The new shares may not be offered to or sold to any persons in these states.
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Dr. Anke Frankenberger
Telefon: +49 (0) 40 300 30 1523
E-Mail: afrankenberger@nordex-online.com
Branche: Alternative energy
ISIN: DE000A0D6554
WKN: A0D655
Index: TecDAX, CDAX, HDAX, Prime All Share, Technology All Share,
ÖkoDAX
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade
Original content of: Nordex SE, transmitted by news aktuell