Issue of up to 18,500,000 new shares in a private placement
Not for release, publication or distribution, directly or indirectly, in or into
the United States, Canada, Australia or Japan or in any jurisdiction in which
such transmission or distribution is unlawful. Any failure to comply with this
restriction may constitute a violation of US, Canadian, Australian or Japanese
securities laws or the securities laws of other states as the case may be.
The Board of Directors of Vestas Wind Systems A/S has today resolved to offer up
to 18,500,000 new shares of DKK 1.00 nominal value each through a private
placement at market price using an accelerated book-building process.
The new shares will be offered to institutional and professional investors in
Denmark and internationally without pre-emption rights to Vestas' existing
shareholders.
If all 18,500,000 shares are subscribed and issued, the nominal value of the
share capital increase will represent approximately 9.99 per cent of the
Company's current nominal share capital of DKK 185,204,103. Following completion
of the share capital increase and assuming maximum subscription, the nominal
share capital of Vestas will amount to DKK 203,704,103 divided into 203,704,103
shares of DKK 1.00 each.
The new shares will be subject to the same rules as the Company's existing
shares. The new shares will be issued in the name of the shareholder and be
recorded in the Company's share register. The new shares will be negotiable
instruments and will in every respect carry the same rights as the existing
shares. The new shares will carry the right to receive dividends for the
financial year 2009 and other rights in the Company as from the time of
registration of the capital increase with the Danish Commerce and Companies
Agency expected to take place latest on 4 May 2009.
Subscription price
The subscription price will be established through an accelerated book building
process. It is expected that the allocation, the subscription price and the
nominal value of new shares to be issued will be announced on or before 29 April
2009, but the offer may be closed earlier.
Proceeds and use of proceeds
The proceeds will be used to further strengthen Vestas' capital resources,
especially to position Vestas to quickly and efficiently exploit the
opportunities offered by the credit crisis in a technology based industry.
Admission for trading and official listing
The new shares will be issued under temporary ISIN code DK0060180339. No
application for trading and official listing has been filed for the temporary
ISIN code, and the temporary ISIN code will only be registered with VP
Securities A/S. The temporary ISIN code will in VP Securities A/S be merged
with
the existing primary ISIN code for the existing shares, DK0010268606, as soon as
possible following registration of the share capital increase with the Danish
Commerce and Companies Agency. The new shares are expected to be admitted for
trading and official listing at NASDAQ OMX Copenhagen no later than 6 May 2009.
Expected timetable for the capital increase
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| Date | Event |
--------------------------------------------------------------------------------
| 28 April 2009 | Decision by the Board of Directors to exercise its |
| | authorisation to increase the share capital |
--------------------------------------------------------------------------------
| 29 April 2009 | Closing of book building and allocation - announcement of |
| | subscription price |
--------------------------------------------------------------------------------
| 4 May 2009 | Issue of new shares in temporary ISIN code |
--------------------------------------------------------------------------------
| 4 May 2009 | Settlement and payment of the new shares |
--------------------------------------------------------------------------------
| 4 May 2009 | Registration of new shares in the Danish Commerce and |
| | Companies Agency |
--------------------------------------------------------------------------------
| 6 May 2009 | The new shares are expected to be admitted for trading and |
| | official listing at NASDAQ OMX Copenhagen |
--------------------------------------------------------------------------------
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The securities of Vestas Wind Systems A/S described in this release have not
been and will not be registered under the U.S. Securities Act, and accordingly,
any offer or sale of these securities may be made only in a transaction exempt
from registration.
This release is not an offer for sale within the United States of any equity
shares or any other security of Vestas Wind Systems A/S. Securities of Vestas
Wind Systems A/S, including any
offering of its equity shares, may not be
offered or sold in the United States absent registration under U.S. securities
laws or unless exempt from registration under such laws. This release is being
issued pursuant to and in accordance with Rule 135(c) of the U.S. Securities
Act.
This release contains “forward-looking statements” within the meaning of Section
27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange
Act. Undue reliance should not be placed on forward-looking statements because
they relate to and depend on circumstances that may or may not occur in the
future and actual results may differ materially to those in forward-looking
statements. Forward-looking statements include, without limitation, statements
regarding our business, financial condition, strategy, results of operations,
financing and other plans, objectives, assumptions, expectations, prospects,
beliefs and other future events and prospects. We undertake no obligation, and
do not intend, to publicly update or revise any of these forward-looking
statements, whether to reflect new information or future events or circumstances
or otherwise.
Contact details:
Vestas Wind Systems A/S, Denmark
Ditlev Engel, President and CEO
Tel: +45 9730 0000
