DGAP-News: Issue of up to 20,370,410 new shares

DGAP-News: Issue of up to 20,370,410 new shares

DGAP-News: Vestas Wind Systems A/S /
Issue of up to 20,370,410 new shares

03.02.2014 / 18:11

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Issue of up to 20,370,410 new shares

Aarhus, Denmark, 2014-02-03 18:10 CET (GLOBE NEWSWIRE) --


<span style='font-size:9pt;'>THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.</span><span
style='font-size:9pt;'> THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF
ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH
THIS MAY CONSTITUTE A VIOLATION OF US, AUSTRALIAN, CANADIAN, JAPANESE OR SOUTH
AFRICAN SECURITIES LAWS OR THE SECURITIES LAWS OF OTHER STATES AS THE CASE MAY
BE.</span> 



<strong style='font-size: 11pt;'>Issue of up to 20,370,410 new shares

<span style='font-size:11pt;'>The Board of Directors of Vestas Wind Systems A/S
(Vestas) has today resolved to offer up to 20,370,410 new shares of DKK 1.00
nominal value each through a private placement at market price using a
book-building process. The resolution by the Board of Directors is adopted
pursuant to authorisation from the general meeting in accordance with article
3(1)(b) of Vestas' articles of association and represents an amount equal to
9.99 per cent of the existing registered share capital of Vestas.</span> 

<span style='font-size:11pt;'>The new shares will be offered to institutional
and professional investors in Denmark and internationally without pre-emption
rights to Vestas' existing shareholders, if outside the United States in
'offshore transactions' (within the meaning of Regulation S under the United
States Securities Act of 1933, as amended (the 'Securities Act')) and if inside
the United States to qualified institutional buyers within the meaning of Rule
144A of the Securities Act pursuant to an exemption from the registration
requirements of the Securities Act.</span> 

<strong style='font-size: 11pt;'>Background and use of proceeds

Vestas intends to use the net proceeds of the placing to provide greater
financing flexibility and to further enhance its financial stability, by
strengthening its solvency ratio and obtaining more flexible banking
arrangements. The Board believes that this will facilitate the generation of
additional business opportunities, thereby accelerating Vestas' strategy of
delivering profitable growth. 

<strong style='font-size: 11pt;'>Subscription price

The subscription price and proceeds will be established by Vestas through a
book-building process. The book-building process will start immediately and it
is expected that the allocation, the subscription price and the number of new
shares to be issued will be announced on 5 February 2014, but the book-
building may be closed earlier. If the offering is oversubscribed, allocation
of shares will take place on an individual basis. 

<strong style='font-size: 11pt;'>Share capital and the new shares

If all 20,370,410 shares are subscribed for and issued, the issued share
capital of Vestas will increase by approx 9.99 per cent from DKK 203,704,103 to
DKK 224,074,513, divided into 224,074,513 shares of DKK 1.00 each. 

<span style='font-size:11pt;'>The new shares will be issued in the name of the
shareholder and be recorded in Vestas' share register. The new shares will be
negotiable instruments and will in every respect carry the same rights as the
existing shares in the company. The new shares will carry the right to receive
dividends and other rights in the company as from the time of registration of
the capital increase with the Danish Business Authority, which is expected to
take place by no later than on 10 February 2014.</span> 

<span style='font-size:11pt;'>Vestas has undertaken a lock-up obligation on
customary terms and conditions according to which the company, subject to
certain exemptions, shall not issue or publicly announce the intention to issue
any shares or other securities convertible or exchangeable into shares or
options to acquire shares or other securities for a period of 180 days from the
listing of the new shares.</span> 

<strong style='font-size: 11pt;'>Admission for trading and official listing

The new shares will be issued under temporary ISIN code DK DK0060542348. No
application for trading and official listing has been filed for the shares
issued under the temporary ISIN code, and the temporary ISIN code will only be
registered with VP Securities A/S. The temporary ISIN code in VP Securities A/S
will 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 Business Authority. The new shares are expected to be
admitted for trading and official listing at NASDAQ OMX Copenhagen on 12
February 2014. 

<strong style='font-size: 11pt;'>Expected timetable for the capital increase

Date                             Event

3 February 2014            Decision by the Board of Directors to exercise its
authorisation to increase the <span style='font-size:11pt;'>share
capital</span> 

5 February 2014            Closing of book-building and allocation -
announcement of subscription price 

10 February 2014          Settlement and payment for the new shares

10 February 2014          Registration of new shares with the Danish Business
Authority 

12 February 2014          The new shares are expected to be admitted for
trading and official listing at <span style='font-size:11pt;'>OMX
Copenhagen</span> 

<span style='font-size:11pt;'>DNB Markets, HSBC, Nordea Markets and SEB are
acting as Joint Global Coordinators and Joint Book-runners of the
offering.</span> 

<span style='font-size:11pt;'>Rothschild is acting as financial adviser to the
company in relation to the offering.</span> 

<strong style='font-size: 11pt;'>Vestas Wind Systems A/S



Bert Nordberg                                       Anders Runevad
<span style='font-size:11pt;'>Chairman of the Board of Directors        Group
President & CEO</span> 



Contact details

Henrik Guldbaek Welch, Senior Vice President, Group Treasury, Tel.: +45 9730
5621 and 

Lars Villadsen, Senior Vice President, Investor Relations, Tel.: +45 9730 7201

                                  ---oo0oo----



<span style='font-size:8pt;'>This announcement is intended for the sole purpose
of providing information. Persons needing advice should consult an independent
financial adviser.</span> 

<em style='font-size: 11pt;'><span style='font-size:8pt;'>This announcement
does not constitute or form a part of any offer or solicitation to purchase or
subscribe for securities in the United States, Australia, Canada, Japan, South
Africa or in any jurisdiction in which such offers or sales are unlawful (the
'Excluded Territories'). In particular, the securities referred to in this
announcement have not been, and will not be, registered under the Securities
Act or under the securities legislation of any state of the United States, and
may not be offered, sold, resold or delivered, directly or indirectly, in or
into the United States absent registration except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act. The securities referred to in this announcement are being
offered and sold only outside the United States in 'offshore transactions' (as
defined in Regulation S) meeting the requirements of Regulation S and may be
made within the United States to institutional investors who are qualified
institutional buyers within the meaning of Rule 144A of the Securities Act in
transactions that are exempt from, or not subject to, the registration
requirements under the Securities Act. The securities issued in connection with
an offering have not been and will not be registered under any applicable
securities laws of any state, province, territory, county or jurisdiction of
the Excluded Territories. Accordingly, unless an exemption under relevant
securities laws is applicable, any such securities may not be offered, sold,
resold, taken up, exercised, renounced, transferred, delivered or distributed,
directly or indirectly, in or into the Excluded Territories or any other
jurisdiction if to do so would constitute a violation of the relevant laws of,
or require registration of such securities in, the relevant jurisdiction. There
will be no public offer of securities in the United States or any Excluded
Territory.</span> 

<em style='font-size: 11pt;'><span style='font-size:8pt;'>This document
constitutes an announcement and is not a prospectus in relation to Directive
2003/71/EC, as amended (the directive and any measures implementing the
directive in the relevant member state shall be referred to as the 'Prospectus
Directive').</span><em style='font-size: 11pt;'><span style='font-size:8pt;'>
The content of Vestas' website accessible by hyperlinks on the company's
website neither is incorporated in, nor forms part of, this document.</span><em
style='font-size: 11pt;'><span style='font-size:8pt;'> No offer document or
prospectus for approval by any legislative or other applicable authority will
be published in connection with the offering.</span> 

<em style='font-size: 11pt;'><span style='font-size:8pt;'>In any EEA member
state that has implemented the Prospectus Directive this document is solely
addressed to and directed at 'qualified investors', as defined in the
Prospectus Directive, Article 2(1)(e), in the member state in question. This
announcement should not be acted upon or relied upon in any member state of the
EEA by persons who are not Qualified Investors.</span> 

<em style='font-size: 11pt;'><span style='font-size:8pt;'>In the United
Kingdom, this announcement is directed only at persons (i) having professional
experience in matters relating to investments who fall within the definition of
'investment professionals' in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (ii) who are
high net worth entities falling within Article 49(2)(a) to (d) of the Order,
and other persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as 'relevant persons'). This announcement
must not be acted or relied on in the United Kingdom by persons who are not
relevant persons.  </span><em style='font-size: 11pt;'><span
style='font-size:8pt;'>No representation or warranty, express or implied, is or
will be made as to, or in relation to, and no responsibility or liability is or
will be accepted by Vestas or by any of its affiliates or agents as to or in
relation to, the accuracy, completeness or sufficiency of this announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers in connection with the company's the
new shares and/or the private placement referred to herein, and any liability
therefore is expressly disclaimed.</span> 

<em style='font-size: 11pt;'><span style='font-size:8pt;'>Certain statements in
this announcement are forward-looking statements which are based on the
company's expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use words such as
'aim', 'anticipates', 'believe', 'intend', 'estimate', 'expect' and words of
similar meaning, include all matters that are not historical facts. These
forward-looking statements involve risks, and uncertainties that could cause
the actual results of operations, financial condition, liquidity, dividend
policy and the development of the industry in which the company's business
operates to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given these risks and
uncertainties, prospective investors are cautioned not to place undue reliance
on forward-looking statements. Forward-looking statements speak only as of the
date of such statements and, except as required by applicable law, Vestas
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.</span> 

<em style='font-size: 11pt;'><span style='font-size:8pt;'>Any indication in
this announcement of the price at which shares in Vestas have been bought or
sold in the past cannot be relied upon as a guide to future performance. No
statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
share of the company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
company. The price of the new shares and the income from them may go down as
well as up and investors may not get back the full amount invested on disposal
of any new shares subscribed for pursuant to the private placement referred to
herein.</span>

Click on, or paste the following link into your web browser, to view the 
associated documents

https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmen
tId=458147

News Source: NASDAQ OMX


End of Corporate News

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03.02.2014 Dissemination of a Corporate News, transmitted by DGAP - a
company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

DGAP's Distribution Services include Regulatory Announcements,
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Language:    English                  
Company:     Vestas Wind Systems A/S  
 
 
             Dänemark                
ISIN:        DK0010268606             
 
 
End of News    DGAP News-Service  
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250853 03.02.2014                                                      
 
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