​Nordex SE launches capital increase via private placement to its anchor shareholder Acciona S.A.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Nordex SE launches capital increase via private placement to its anchor shareholder Acciona S.A.

Hamburg, 8 October 2019. Nordex SE (« Nordex » or the « Company »; ISIN: DE000A0D6554) launched today a 10% cash capital increase through a private placement to its anchor shareholder Acciona S.A. (« Acciona ») raising Euro 99.0 million in new equity.

This capital increase is part of the Company’s growth path for 2020 and beyond and further strengthening its capital structure. The expected growth is mainly driven by ongoing demand for the Delta4000 platform and evidenced by a total order backlog amounting to more than Euro 7 billion as per end of the first half of 2019. Since its introduction in 2018, the Delta4000 portfolio has been expanded into five turbine variants suitable for a wide range of different requirements around the world. The capital increase provides additional equity to deliver on the strong order momentum.

« Nordex’ growth path has the full support of its strategic investors, both Acciona and SKion/momentum. We welcome Acciona reinforcing its commitment and supporting Nordex with further equity, as its single biggest shareholder. This decision has the full support of the Nordex Supervisory Board including our longstanding shareholder SKion/momentum », says José Luis Blanco, CEO of Nordex. « We see significant opportunities in the market with our leading products as we continue on our path to profitable growth, » he adds.

Utilizing the existing authorized capital, Nordex increases its share capital by issuing, under exclusion of subscription rights, 9,698,244 new no-par value bearer shares at an issue price of 10.21 Euro per share to Acciona. The private placement will yield gross proceeds of Euro 99.0 million.

Due to the completion of the capital increase, Acciona’s shareholding in Nordex will exceed 30% of the Company’s share capital. Accordingly, Acciona will, in principle, be obliged to announce and effect a mandatory public takeover offer to all Nordex shareholders in accordance with the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). Alternatively, Acciona could announce and implement a pre-emptive voluntary takeover offer shortly. In accordance with the legal obligations, the Management Board and Supervisory Board will review the corresponding offer document once it has been published by Acciona and publish a reasoned statement in due course.

Important note:

This announcement is not an offer of securities for sale in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the « Securities Act »), and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of the securities in the United States of America. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

Investor contact:

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

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

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