PNE AG — Share Issue/Capital Change 2014

Sep 11, 2014

News Details

Ad-hoc | 11 September 2014 14:19

PNE WIND AG resolves to issue new shares and convertible bonds with subscription rights to initiate a Yieldco

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.

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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

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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

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