NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTE AT THE END OF THE PRESS RELEASE

Nordex SE launches an approximately EUR 350 million green convertible bond offering

Hamburg, 4 April 2023. The management board of Nordex SE (“Nordex” or the “Company”, ISIN DE000A0D6554), with the consent of the Company's supervisory board, resolved today to issue unsubordinated, unsecured green convertible bonds due 14 April 2030 in an aggregate principal amount of approximately EUR 350 million with a denomination of EUR 100,000 each (the “Convertible Bonds”). The Convertible Bonds will be convertible into new and/or existing no-par value ordinary bearer shares of Nordex (the “Shares”). The pre-emptive rights (Bezugsrechte) of existing shareholders to subscribe to the Convertible Bonds will be excluded in connection with the issue of the Convertible Bonds.

To further support the improving outlook for the Company the shareholder loan provided by Nordex’ anchor shareholder in 2022 will be converted into equity, as approved in the extraordinary general meeting 2023. Together with the shareholder loan conversion, the convertible bond offering will further increase Nordex’ liquidity position, strengthen its capital structure and optimise financing costs.

An amount equal to the net proceeds from the Convertible Bonds will be used for Eligible Green Projects, as defined by Nordex’ Green Financing Framework (as defined below) dated 30 March 2023.

The payments of the Convertible Bonds will be guaranteed by Nordex Energy SE & CO. KG, Nordex Energy Spain S.A.U., Nordex Energy Brasil Comércio e Indústria de Equipamentos Ltda., Nordex Enerji A.Ş. and Nordex Blades Spain S.A.U. The Convertible Bonds will be issued and redeemed at 100% of their principal amount, unless previously converted, repurchased, or redeemed. The Convertible Bonds will be offered with a coupon of between 3.75% and 4.25% per annum, payable semi-annually, and a conversion premium of 30% to 35% above the reference share price, being the placement price of a Share in the Concurrent Delta Placement (as defined below).

The final terms of the Convertible Bonds will be determined based on an accelerated bookbuilding process and the Concurrent Delta Placement (see below) that will start immediately. The Convertible Bonds are expected to be issued by Nordex on or around 14 April 2023, and admission to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.

The Company will have the option to redeem the Convertible Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the Convertible Bonds at any time (i) on or after 5 May 2028 if the price of the Shares is equal to or exceeds 130% of the then prevailing conversion price over a specified period or (ii) if 20% or less of the aggregate principal amount of the Convertible Bonds originally issued remains outstanding.

Holders of the Convertible Bonds will be entitled to require an early redemption of their Convertible Bonds at their principal amount (plus accrued but unpaid interest) on 14 April 2028.

Nordex and Acciona S.A. have agreed not to sell any securities that are substantially similar to the Convertible Bonds or Shares during a lock-up period ending 90 days after the settlement of the Convertible Bonds, subject to certain exceptions and waivers by the Joint Global Coordinators.

Concurrent Delta Placement

Nordex has been informed by the Joint Global Coordinators that they intend to conduct a simultaneous placement of existing Shares (the “Concurrent Offering of Existing Shares”) on behalf of buyers of the Convertible Bonds who wish to sell such Shares in short sales to hedge the market risk of an investment in the Convertible Bonds, at a placement price to be determined by way of an accelerated bookbuilding process. Nordex will not receive any proceeds from the Concurrent Offering of Existing Shares.

Green Financing Framework

The Convertible Bonds will be issued under Nordex’ newly established Green Financing Framework (the “Framework”), which was developed in accordance with the ICMA 2022 Green Bond Principles, LMA Green Loan Principles 2023, and anticipated EU Green Bond Standard, and will support Nordex’ growth strategy in renewable wind energy.

The net proceeds from the issue of the Convertible Bonds will be used for Eligible Green Projects, as defined in the Framework:

• Electricity generation from wind power,
• Installation, maintenance and repair of renewable energy technologies.

Moody’s Investors Service provided a Second Party Opinion (SPO) on Nordex’ Green Financing Framework, and assessed the Framework as aligned to best practices.


For additional information:

Head of Investor Relations
Felix Zander
Phone: +49 152 0902 4029
E-Mail: fzander@nordex-online.com
 
Nordex SE
Langenhorner Chaussee 600, 22419 Hamburg
Fax: +49 (40) 30030 1333
 
Important Note:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL
This release is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Convertible Bonds. No prospectus will be prepared in connection with the offering of the Convertible Bonds. The Convertible Bonds may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the Convertible Bonds to prepare or register any prospectus or offering document relating to the Convertible Bonds in such jurisdiction.
The distribution of this release and the offer and sale of the Convertible Bonds in certain jurisdictions may be restricted by law. Any persons reading this release should inform themselves of and observe any such restrictions.
This release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. 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"), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of the Convertible Bonds in the United States. This release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The Convertible Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act.
In the United Kingdom, this release is only being distributed to and is only directed at (i) persons 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 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates are only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.
 
Information to Distributors
Pursuant to EU product governance requirements, the Securities have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the Securities is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA.