DGAP-Adhoc: Nordex SE resolves capital increase from

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News Desk 2018

Nov 26, 2013 at 12:15 PM

DGAP-Adhoc: Nordex SE resolves capital increase from authorized capital

Nordex SE / Key word(s): Capital Increase/Corporate Action 26.11.2013 17:57 Dissemination of an Ad hoc announcement according to Â§ 15 WpHG, transmitted by 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 to 7,352,948 shares Hamburg 26 November 2013. The management board of Nordex SE (ISIN DE000A0D6554) has today resolved with the consent of the supervisory board to execute a capital increase against cash by partial utilization of the authorized capital. The share capital of the company will be increased under exclusion of subscription rights of existing shareholders by issuance of up to 7,352,948 new no-par bearer shares from EURO 73,529,499 to up to EURO 80,882,447. The new shares will be offered for sale to institutional investors by way of an accelerated bookbuilding. The placement price will be determined immediately after such bookbuilding which is expected to be completed on the 27th November. The admission of the new shares to trade in the regulated market of the Frankfurt Stock Exchange with simultaneous listing in the segment of the regulated market with additional listing requirements (Prime Standard) at the Frankfurt Stock Exchange has been applied for; the inclusion of the new shares into the existing trading is expected for 28 November 2013. The anchor shareholders of the company, Ventus Venture Fund GmbH & Co. Beteiligungs KG (SKion) and momentum-capital VermÃ¶gensverwaltungsgesellschaft mbH (momentum), support the capital increase and will participate in the transaction. Nordex SE undertakes, not to issue further new Nordex shares or derivatives thereof for a period of 180 days. In addition, the anchor shareholders undertake not to sell Nordex shares or derivates thereof for a period of 90 days. Nordex SE intends to use the proceeds from the capital increase to finance its further growth, also in new markets, the research & development of new wind turbines, as well as to strengthen its equity ratio and allow the partial 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 Notice This notification exclusively serves information purposes and is not an offer or a request for an offer for the purchase of securities. In connection with this transaction, there is no public offer, nor will there be a public offer. In connection with this transaction, no securities prospectus has been or will be produced. The transmission of this notification and the offer and the sale of securities may be subject to legal restrictions in certain jurisdictions. United States of America This notification is not addressed to persons in the United States of America (including their territories, states, protectorates and the District of Columbia) and may not be directly or indirectly distributed in the United States. This notification is not an offer for sale of new shares in the United States. The new shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States, and may not be offered, sold or delivered in the United States except for exceptions due to an exemption from registration requirements of the Securities Acts Securities Act or the securities 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 Services and Markets Act 2000 (as amended) and any relevant implementing measures and/or (ii) have professional experience in matters relating to investments who fall within the definition of 'investment professionals' contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order'), or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (ii) above together being referred to as 'Relevant Persons'). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In member states of the European Economic Area ('EEA') which have implemented the Prospectus Directive (each, a 'Relevant Member State'), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. Canada, Australia and Japan This notification is not addressed to any persons in Canada, Australia or Japan. The new shares may not be offered to or sold to any persons in these states. 26.11.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Nordex SE Langenhorner Chaussee 600 22419 Hamburg Germany Phone: 040 / 30030 1000 Fax: 040 / 30030 1101 E-mail: info@nordex-online.com Internet: www.nordex-online.com ISIN: DE000A0D6554 WKN: A0D655 Indices: TecDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, DÃ¼sseldorf, Hamburg, Hannover, MÃ¼nchen, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------

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