Ad-hoc | 28 December 2004 20:57

Nordex AG: Agreements for recapitalizing the Nordex Group signed

Ad hoc announcement §15 WpHG Agreements for recapitalizing the Nordex Group signed Nordex AG: Agreements for recapitalizing the Nordex Group signed Ad hoc announcement processed and transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— Agreements for recapitalizing the Nordex Group signed Banks and new financial investors agree to implementation of recapitalization / Annual General Meeting scheduled for 21/22 February 2005 Hamburg, 28 December 2004. The urgently needed recapitalization of the Nordex Group has been largely secured. The banks financing Nordex and a group of investors under the lead of the private equity investor CMP Capital Management Partners with the participation of the investment bank Goldman Sachs have signed agreements undertaking to participate in the implementation of the recapitalization concept. Nordex has concluded a placement guarantee with the new financial investors. According to this, following a reduction of capital at a ratio of 10:1, the group of investors is obliged to subscribe to up to 30 million shares not subscribed by shareholders from a planned increase in cash capital of at least 30 million and up to 41.64 million new shares at a subscription price of EUR 1.00. In addition to this, Nordex is to offer the investors up to 10 million more new shares from the cash capital increase not subscribed by shareholders. One of the conditions set by the investor group is that after the increase in cash capital and before the non-cash capital increase it will hold at least 52 per cent of shares in the company and will have been exempted from a public takeover bid to the shareholders on the basis of the restructuring privilege of the Federal Office for the Supervision of Financial Services. The banks financing Nordex will contribute loans to the company amounting to some EUR 27.8 million within the framework of an increase in non-cash capital in return for the granting of up to some 12 million new shares, or will participate in a similar economic solution. After completion of the increase in cash capital by at least 30 million shares, the banks will increase the remaining cash credit facilities by EUR 20 million and the bonding facilities by up to EUR 40 million. Up to the time the Group is recapitalized in spring 2005 the cash and bonding facilities will each be increased by EUR 10 million in order to strengthen the financing of operations in the transitional phase. The capital measures forming part of the recapitalization concept cannot be implemented until the Annual General Meeting of Nordex AG, scheduled for 21 and 22 February 2005, has passed the necessary resolutions. For more information, please contact: Nordex Aktiengesellschaft Ralf Peters Telefon: 040-50098-100 or 0173-5239719 Telefax: 040-50098-333 Nordex AG Bornbarch 2 22848 Norderstedt Deutschland ISIN: DE0005873574 WKN: 587357 Listed: Frankfurt; Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart End of ad hoc announcement (c)DGAP 28.12.2004 282057 Dez 04