DGAP-Adhoc: PNE WIND AG resolves to issue new shares and

PNE WIND AG / Key word(s): Capital Increase 11.09.2014 14:19 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Not for distribution, publication or passing on to the USA, Canada, Japan or Australia Ad hoc information from PNE WIND AG (ISIN: DE000A0JBPG2) in accordance with § 15 WpHG (German Securities Trading Law) PNE WIND AG resolves to issue new shares and convertible bonds with subscription rights to initiate a Yieldco Cuxhaven, 11th September 2014 - With the approval of its Supervisory Board, PNE WIND AGs Board of Directors has passed a resolution to utilise its authorised capital by increasing its share capital by up to EUR 22,800,000.00 by issuing up to 22,800,000.00 new non-par value registered shares each with a proportional share of the share capital of EUR 1.00 for contributions in cash. The new shares will be entitled to dividends from 1st January 2014 and will initially be offered to the company's shareholders and holders of the convertible bonds issued by the company in 2010 ("6.5 % 2010/2014 convertible bond issue") by means of an indirect subscription right through Close Brothers Seydler Bank AG, Frankfurt am Main, in the ratio of 8:3, i.e. eight subscription rights provide an entitlement to purchase three new shares. For each old share, shareholders shall receive one subscription right and participants in the 6.5 % 2010/2014 convertible bond issue shall receive about 45.45 subscription rights for each individual convertible bond in accordance with the conversion ratio. The purchase price for each new share is EUR 2.40. At the same time the Board of Directors, with the approval of the Supervisory Board, has resolved to issue a 3.75 % interest bearing convertible bond amounting to a total nominal value of up to EUR 25,575,000.00, maturing in 2019 and comprising up to 7,750,000 new individual convertible bonds. The new individual convertible bonds each provide the right to convert them into a registered ordinary share (non-par) with a calculated proportional participation of EUR 1.00 per non-par share in the company's share capital and the right to participate in dividends from the financial year of their issue. The new individual convertible bonds will initially be offered to the company's shareholders and holders of the 6.5 % 2010/2014 convertible bond issue by means of an indirect subscription right through Close Brothers Seydler Bank AG, Frankfurt am Main in a ratio of 23:3, i.e. twenty-three subscription rights entitle the holder to purchase three new individual convertible bonds. For each old share, shareholders shall receive one subscription right and participants in the 2010/2014 6.5 % convertible bond issue shall receive about 45.45 subscription rights in accordance with the conversion ratio. The purchase price, which is also the fixed conversion price, is EUR 3.30 for each new individual convertible bond. In both capitalisation measures, the subscription rights of shareholders were excluded to the extent necessary in order to provide the participants in the 6.5 % 2010/2014 convertible bond issue with about 45.45 subscription rights for each convertible bond in accordance with the conversion ratio and for fractional amounts. However, more than 90 % of the respective emission volumes are subject to the statutory subscription law and can therefore be purchased by the shareholders. For both capital measures the subscription period begins on 15th September 2014 and continues until 29th September 2014 (including both dates). The subscription rights in connection with the subscription offer for the new shares as well as the new individual convertible bonds will be traded during the period from 15th September 2014 to 25th September 2014 in the regulated market of the Frankfurt stock exchange (XETRA and XETRA Frankfurt specialist). New shares, individual convertible bonds not purchased on the basis of the subscription offers and fractional amounts excluded from the subscription right are to be offered publically by the company via a German subscription portal on its internet page and also, after the expiry of the subscription period to qualified investors by Close Brothers Seydler Bank AG within the scope of a private placement. PNE WIND AG plans to use the net proceeds from both capital measures, or at least the major part of which to finance its equity share in the realisation of onshore wind farms in Germany or, in individual cases, also abroad. The background to this is that the company intends - as a strategic expansion of its former business model - to accumulate a larger number of commissioned projects initially within a new subsidiary company and then to sell all or some of these shares in this subsidiary to investors by the end of 2016 and in this way realise a majority exit from the subsidiary as profitably as possible. The share prospectus required for the two capital measures is expected to be approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) (German Federal Financial Services Supervisory Authority) today and will subsequently be published in the company's internet page (www.pnewind.com). The intention is to admit the new shares and the conditional capital to trading on the Frankfurt Stock Exchange's regulated market and to the sub-sector of the regulated market with additional post admission obligations (Prime Standard). In addition, the intention is to include the 2014/2019 3.75 % convertible bond issue in the Frankfurt Stock Exchange's open market on 10th October 2014. Disclaimer: This information constitutes neither a sales offer nor an invitation to make an offer for the purchase or subscription of shares. The PNE WIND AG shares referred to in this information may only be sold or offered for sale in the United States of America (USA) or to or for the account or the benefit respectively of US individuals (as defined in Regulation S of the U.S. Securities Act dated 1933 in its currently valid version) after prior registration in accordance with the provisions of the Securities Act or without registration based on an exception to the registration obligation. PNE WIND AG does not intend to register the share offer completely or partially in the USA or to make public offers of shares in the USA. Contact: Contact: PNE WIND AG Rainer Heinsohn Head of Corporate Communication Tel: +49(0) 47 21 - 7 18 - 453 Fax: +49(0) 47 21 - 7 18 - 373 E-mail: Rainer.Heinsohn@pnewind.com PNE WIND AG Investor Relations Scott McCollister Tel: +49(0) 47 21 - 7 18 - 454 Fax: +49(0) 47 21 - 7 18 - 373 E-mail: Scott.McCollister@pnewind.com Investor Relations cometis AG Ulrich Wiehle / Janis Blaum Tel: +49(0) 611 - 205855-64 Fax: +49(0) 611 - 205855-66 E-mail: blaum@cometis.de 11.09.2014 The DGAP 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: PNE WIND AG Peter-Henlein-Straße 2-4 27472 Cuxhaven Germany Phone: 04721 / 718 - 06 Fax: 04721 / 718 - 200 E-mail: info@pnewind.com Internet: http://www.pnewind.com ISIN: DE000A0JBPG2, DE000A0B9VG7, , DE000A1EMCW3, , DE000A0Z1MR2, , DE000A1R0741 WKN: A0JBPG, A0B9VG, , A1EMCW, , A0Z1MR, , A1R074 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------