Nordex SE / Key word(s): Capital Increase/Corporate Action
30-Jun-2021 / 21:51 CET/CEST
Nordex SE (ISIN: DE000A0D6554 / WKN: A0D655) – Rights issue of 42,672,276 new shares approved
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
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.
END OF AD-HOC ANNOUNCEMENT
|Phone:||+49 381 6663 3300|
|Fax:||+49 381 6663 3339|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1214072|
|End of Announcement||DGAP News Service|