Nordex SE / Key word(s): Capital Increase/Corporate Action
26.11.2013 17:57
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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[Not for distribution, publication or transmission in the United States,
Canada, Australia or Japan]
Nordex SE resolves capital increase from authorized capital of up to
7,352,948 shares
Hamburg 26 November 2013. 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
under exclusion of subscription rights of existing shareholders by issuance
of up to 7,352,948 new no-par bearer shares from EURO 73,529,499 to up to
EURO 80,882,447.
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 such bookbuilding which is expected to be completed on
the 27th November. The 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 28
November 2013.
The anchor shareholders of the company, Ventus Venture Fund GmbH & Co.
Beteiligungs KG (SKion) and momentum-capital
Vermögensverwaltungsgesellschaft mbH (momentum), support the capital
increase and will participate in the transaction.
Nordex SE undertakes, not to issue further new Nordex shares or derivatives
thereof for a period of 180 days. In addition, the anchor shareholders
undertake not to sell Nordex shares or derivates thereof for a period of 90
days.
Nordex SE intends to use the proceeds from the capital increase to finance
its further growth, also in new markets, the research & development of new
wind turbines, as well as to strengthen its equity ratio and allow the
partial repayment of debt.
UniCredit Bank AG, Munich, BNP Paribas, Paris, and HSBC Trinkaus &
Burkhardt AG, Dusseldorf, act as Joint Bookrunners on the capital increase.
Important Notice
This notification 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 notification is not an offer for sale of new shares in the United
States. The new 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 except for exceptions due to an exemption
from registration requirements of the Securities Acts Securities Act or the
securities laws of any state of the United States of America.
In the United Kingdom, this communication is directed only at persons who:
(i) are qualified investors within the meaning of the Financial Services
and Markets Act 2000 (as amended) and any relevant implementing measures
and/or (ii) have professional experience in matters relating to investments
who fall within the definition of 'investment professionals' contained in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the 'Order'), or are persons falling
within article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Order, or fall within another exemption to the
Order (all such persons referred to in (i) to (ii) above together being
referred to as 'Relevant Persons'). Any person who is not a Relevant
Person must not act or rely on this communication or any of its contents.
Any investment or investment activity to which this communication relates
is available only to Relevant Persons and will be engaged in only with
Relevant Persons.
In member states of the European Economic Area ('EEA') which have
implemented the Prospectus Directive (each, a 'Relevant Member State'),
this announcement and any offer if made subsequently is directed
exclusively at persons who are 'qualified investors' within the meaning of
the Prospectus Directive ('Qualified Investors'). For these purposes, the
expression 'Prospectus Directive' means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression '2010
PD Amending Directive' means Directive 2010/73/EU.
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.
26.11.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Nordex SE
Langenhorner Chaussee 600
22419 Hamburg
Germany
Phone: 040 / 30030 1000
Fax: 040 / 30030 1101
E-mail: info@nordex-online.com
Internet: www.nordex-online.com
ISIN: DE000A0D6554
WKN: A0D655
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Nordex SE resolves capital increase from authorized capital
| Source: EQS Group AG