euro adhoc: Nordex AG
Capital measures
Nordex AG: Placement of 13 million
shares
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
17.05.2006
Goldman Sachs as Bookrunner and HypoVereinsbank as Co-Lead-Manager are placing 13.0 million shares of Nordex AG in an Accelerated Bookbuilt Offering to institutional investors outside the United States. The offering consists of approximately 5.5 million new shares issued by Nordex from its Authorized Capital with the exclusion of the existing shareholders subscription rights - as already announced on May 15, 2006 - and 7.5 million existing shares to be sold by its existing core shareholders on a pro rata basis (Capital Management-Partners, Goldman Sachs, HypoVereinsbank, HSH Nordbank and Morgan Stanley). Bookbuilding will commence immediately. The offer price of the shares will be determined after the books have closed.
The existing core shareholders will jointly retain 56% of the share capital post the transaction. Nordex and the selling shareholders will enter into a lock-up agreement under which they will agree not to issue, respectively to dispose of any additional Nordex shares for a period of 6 months.
A further announcement will be made in due course.
Neither this ad-hoc bulletin nor the information contained herein
constitutes an offer to sell or the solicitation of an offer to
purchase any securities and, in particular, no public offer for the
sale of securities in Germany. The distribution of this announcement
and the offer and sale of securities of Nordex AG in certain
jurisdictions may be restricted by law. Any person reading this
announcement should inform them-selves of and observe any such
restrictions. The information contained herein is not for publication
or distribution to persons in the United States of America. Any
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold without
registration thereunder or pursuant to an available exemption
therefrom. Any public offering of securities of Nordex AG to be made
in the United States would have to be made by means of a prospectus
contained in a registration statement filed with the U.S. Securities
and Exchange Commission that would contain detailed information about
the issuer of the securities and its management, as well as its
financial statements. It is not intended to file such a registration
statement or to conduct a public offering in the United States. This
communication is directed only at persons (I) who are outside the
United Kingdom or (II) who have professional experience in matters
relating to investments falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (III) who fall within article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations etc.") of
the Order (all such persons 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.end of announcement euro adhoc 17.05.2006 17:02:39
Further inquiry note:
Ralf Peters
Tel.: +49 (0)40 50098 522
rpeters@nordex-online.com
Branche: Alternative energy
ISIN: DE000A0D6554
WKN: A0D655
Index: CDAX, Prime All Share, Technologie All Share
Börsen: Frankfurter Wertpapierbörse / regulated dealing/prime
standard
Börse Berlin-Bremen / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Bayerische Börse / free trade