Nordex SE resolves on capital increase; takeover offer by Acciona S.A. expected

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

Hamburg, 8 October 2019

Today, the management board of Nordex SE (“Nordex” or the “Company”, ISIN DE000A0D6554), with the approval of the supervisory board, resolved to implement a capital increase against cash contribution in the amount of 10% of the existing share capital under exclusion of subscription rights and partial utilization of the authorized capital.

In total, 9,698,244 new no-par value bearer shares carrying dividend entitlements from 1 January 2019 will be issued to the anchor shareholder Acciona S.A. (“Acciona”) by way of a private placement under exclusion of subscription rights at an issue price of EUR 10.21 per share. The issue price corresponds to the volume-weighted average price of the existing shares of Nordex on the last three trading days in Xetra trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) prior to the capital increase resolution. The private placement will yield gross proceeds in the amount of ca. EUR 99 million. After completion of the capital increase, the share capital of the Company will amount to EUR 106,680,691.00, divided into 106,680,691 no-par value bearer shares.

The proceeds from the capital increase serve to strengthen the Company’s capital structure as part of the growth path for the year 2020 and beyond. The capital increase provides additional equity to deliver on the strong order momentum.

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.

For additional information:

Head of Investor Relations

Felix Zander
Phone: +49 (40) 30030 1116
E-Mail: fzander@nordex-online.com

Nordex SE
Langenhorner Chaussee 600, 22419 Hamburg
Fax: +49 (40) 30030 1333

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.