Nordex SE resolves capital increase from authorized capital

Nordex SE  / Key word(s): Capital Increase/Corporate Action26.11.2013 17:57Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.---------------------------------------------------------------------------[Not for distribution, publication or transmission in the United States,Canada, Australia or Japan]Nordex SE resolves capital increase from authorized capital of up to7,352,948 sharesHamburg 26 November 2013. The management board of Nordex SE (ISINDE000A0D6554) has today resolved with the consent of the supervisory boardto execute a capital increase against cash by partial utilization of theauthorized capital. The share capital of the company will be increasedunder exclusion of subscription rights of existing shareholders by issuanceof up to 7,352,948 new no-par bearer shares from EURO 73,529,499 to up toEURO 80,882,447.The new shares will be offered for sale to institutional investors by wayof an accelerated bookbuilding. The placement price will be determinedimmediately after such bookbuilding which is expected to be completed onthe 27th November. The admission of the new shares to trade in theregulated market of the Frankfurt Stock Exchange with simultaneous listingin the segment of the regulated market with additional listing requirements(Prime Standard) at the Frankfurt Stock Exchange has been applied for; theinclusion of the new shares into the existing trading is expected for 28November 2013.The anchor shareholders of the company, Ventus Venture Fund GmbH & Co.Beteiligungs KG (SKion) and momentum-capitalVermögensverwaltungsgesellschaft mbH (momentum), support the capitalincrease and will participate in the transaction.Nordex SE undertakes, not to issue further new Nordex shares or derivativesthereof for a period of 180 days. In addition, the anchor shareholdersundertake not to sell Nordex shares or derivates thereof for a period of 90days.Nordex SE intends to use the proceeds from the capital increase to financeits further growth, also in new markets, the research & development of newwind turbines, as well as to strengthen its equity ratio and allow thepartial 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 NoticeThis notification exclusively serves information purposes and is not anoffer or a request for an offer for the purchase of securities. Inconnection with this transaction, there is no public offer, nor will therebe a public offer. In connection with this transaction, no securitiesprospectus has been or will be produced. The transmission of thisnotification and the offer and the sale of securities may be subject tolegal restrictions in certain jurisdictions.United States of AmericaThis notification is not addressed to persons in the United States ofAmerica (including their territories, states, protectorates and theDistrict of Columbia) and may not be directly or indirectly distributed inthe United States.This notification is not an offer for sale of new shares in the UnitedStates. The new shares have not been and will not be registered under theUnited States Securities Act of 1933, as amended, or under the securitieslaws of any state of the United States, and may not be offered, sold ordelivered in the United States except for exceptions due to an exemptionfrom registration requirements of the Securities Acts Securities Act or thesecurities 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 Servicesand Markets Act 2000 (as amended) and any relevant implementing measuresand/or (ii) have professional experience in matters relating to investmentswho fall within the definition of 'investment professionals' contained inarticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended) (the 'Order'), or are persons fallingwithin article 49(2)(a) to (d) (high net worth companies, unincorporatedassociations, etc.) of the Order, or fall within another exemption to theOrder (all such persons referred to in (i) to (ii) above together beingreferred to as 'Relevant Persons').  Any person who is not a RelevantPerson must not act or rely on this communication or any of its contents.Any investment or investment activity to which this communication relatesis available only to Relevant Persons and will be engaged in only withRelevant Persons.In member states of the European Economic Area ('EEA') which haveimplemented the Prospectus Directive (each, a 'Relevant Member State'),this announcement and any offer if made subsequently is directedexclusively at persons who are 'qualified investors' within the meaning ofthe Prospectus Directive ('Qualified Investors'). For these purposes, theexpression 'Prospectus Directive' means Directive 2003/71/EC (andamendments thereto, including the 2010 PD Amending Directive, to the extentimplemented in a Relevant Member State), and includes any relevantimplementing measure in the Relevant Member State and the expression '2010PD Amending Directive' means Directive 2010/73/EU.Canada, Australia and JapanThis notification is not addressed to any persons in Canada, Australia orJapan. The new shares may not be offered to or sold to any persons in thesestates.26.11.2013 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at and Language:     EnglishCompany:      Nordex SE              Langenhorner Chaussee 600              22419 Hamburg              GermanyPhone:        040 / 30030 1000Fax:          040 / 30030 1101E-mail:       info@nordex-online.comInternet:     www.nordex-online.comISIN:         DE000A0D6554WKN:          A0D655Indices:      TecDAXListed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr              in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement                             DGAP News-Service ---------------------------------------------------------------------------