At the annual general meeting, Nordex AG’s shareholders passed the resolutions approving the recapitalisation plans with a majority of over 99.8%. Initially, two shareholders each with 100 shares voted against all resolutions, but they withdrew their objections a week later. The recapitalisation model contains the following main elements: o a ten-to-one reduction in the company’s capital o a cash capital increase of at least 30 and up to 41.64 million new shares o a reduction in bank liabilities by around € 28 million through the issue of up to 12 million new shares or an alternative solution with a comparable economic effect o a renewal for a further four years in the existing credit facilities o an increase of up to € 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 € 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% 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 30 April 2005 at the latest.