Nordex SE: Rights issue of 42,672,276 new shares approved

Nordex SE (ISIN: DE000A0D6554 / WKN: A0D655) – Rights issue of 42,672,276 new shares approved

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Hamburg, 30 June 2021. The management board of Nordex SE («Nordex» or the «Company«) with the approval of the supervisory board of the Company today resolved a capital increase from authorized capital by way of a subscription rights offer against cash contribution and a contribution in kind by the Company’s largest shareholder Acciona S.A. («Acciona«). A total of 42,672,276 new ordinary bearer shares of the Company with no par-value will be issued at a subscription price of EUR 13.70 per share from the authorized capital of the Company, resulting in a total gross volume of the capital increase of approximately EUR 584.6 million. Consequently, the share capital of the Company will be increased from EUR 117,348,759 to EUR 160,021,035 (equaling approximately 36.36% of the current share capital). The new shares are entitled to dividends from January 1, 2021.

The capital increase is structured as a combined capital increase against cash contribution and contribution in kind. The cash contribution component will be fully underwritten by a syndicate of banks and comprises total gross proceeds of approximately EUR 388.0 million. The in kind contribution component committed by Acciona will amount to approximately EUR 196.6 million. All shareholders of Nordex, other than Acciona, will receive an indirect subscription right and are entitled to acquire against cash contributions four new shares for every eleven existing shares held at the subscription price. Acciona has committed to exercise its subscription rights for its current shareholding of 33.63% and to contribute, in lieu of payment of the contributions in cash, receivables in the principal amount of EUR 196.6 million it holds against the Company arising from a shareholder loan.

Furthermore, long-term shareholder SKion, holding approximately 4.3 % of the shares in the Company through its subsidiary Ventus Venture Fund GmbH & Co. Beteiligungs KG, has expressed its intention to fully exercise its statutory subscription rights in connection with the capital increase.

Subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and the publication of the approved prospectus on the Company’s website (www.nordex-online.com), the subscription period will commence on (and including) Friday, July 02, 2021 and end on (and including) Thursday, July 15, 2021.

Nordex intends to use the proceeds from the subscription rights offer to increase its cash position, thereby strengthening its balance sheet, increase financial flexibility, and support future profitable growth. Nordex will achieve interest savings under the shareholder loan as well as the ESG-linked multicurrency guarantee facility (the «MGF«) by virtue of a lowered net leverage ratio. In the context of the transaction, The MGF will also be increased from EUR 1,238.75 million to EUR 1,410.00 million, subject to the successful closing of the subscription rights offering and related capital increase.

Contacts:

Nordex SE
Felix Zander
Head of Investor Relations
Phone: +49 (0)40 / 300 30 – 1116
fzander@nordex-online.com

Tobias Vossberg
Phone: +49 (0)40 / 300 30 – 2502
tvossberg@nordex-online.com

Rolf Becker
Phone: +49 (0)40 / 300 30 – 1892
rbecker@nordex-online.com

Important note:
This communication is not and does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities in the United States of America, Australia, Canada or Japan, or any other jurisdiction in which such offer may be restricted. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the «Securities Act»). There will be no public offer of the securities in the United States of America.

END OF AD-HOC ANNOUNCEMENT