Recapitalisation approved by Nordex AG’s shareholders

At last week’s annual general meeting, Nordex AG’s shareholders passed the resolutions approving the recapitalisation plans with a majority of over 99.8%. Two shareholders each with 100 shares voted against all resolutions without stating any reasons. A representative of these shareholders indicated that a decision concerning a retraction of the objections would be made by Wednesday afternoon. Given the success of the favourable results of the annual general meeting and the importance of the resolutions passed with a high majority, the Company is confident that the objections will be withdrawn so that the necessary recapitalisation plans can be implemented within the time available.

The fact that these resolutions have been passed means that a further hurdle for the financial restructuring of the Nordex Group has been passed. Back in December 2004, Nordex AG’s creditor banks and the investor group had undertaken to implement the plans. The German Federal Supervisory Agency for Financial Services has since also exempted the investors from the obligation to lodge a compulsory public takeover bid. At the same time, the German Federal Cartel Office has cleared the planned acquisition of a majority stake by investors CMP Capital Management Partners and Goldman Sachs.

The recapitalisation model contains the following main elements:
- a ten-to-one reduction in the Company’s capital,
- a cash capital increase of at least 30 and up to 41.64 million new shares,
- a reduction in bank liabilities by around EUR 28 million through the issue of up to 12 million new shares or an alternative solution with a comparable economic effect,
- a renewal for a further four years in the existing credit facilities,
- an increase of up to EUR 60 million in the credit facilities.

The 41.64 million new shares from the cash capital increase will be offered to Nordex AG’s shareholders at a subscription price of EUR 1 per share in the near future. The shares not subscribed by the shareholders will be offered to the investor group, which has undertaken to subscribe to at least 30 million shares if this allows it to acquire a majority of at least 52 percent of the Company’s capital. A further condition precedent for the subscription undertaking is the recognition by the responsible tax authorities of the restructuring privilege for tax carry-forwards. The banks have made continued financing of Nordex AG contingent upon at least 30 million new shares being subscribed in connection with the cash capital increase and the cash capital increase being executed in full by April 30, 2005 at the latest.