OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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income from private sales transactions in the previous calendar year or in the following calendar years. If individuals subject to unlimited tax liability realise capital gains from private sales transactions these earnings remain tax exempt as long as they are less than DM 1,000 p.a. per person in 2001, E512 from 2002, respectively. For commercial sole proprietors, capital gains from disposal of Nordex shares are subject to full trade tax and income tax (plus solidarity surcharge). After October 1, 2002, only half of these profits will be exempted from income tax (plus solidarity surcharge). Only 50% of operating expenses related to the dividends in financial terms may be deducted, regardless in which assessment period they accrue. Claims relating to losses from disposal are also limited. For commercial partnerships, capital gains from disposal are subject to full trade tax up to September 30, 2002, from October 1, 2001 only to 50%. They are also included in the uniform and itemised declaration and are allocated to the partners from there; the taxation of these partners depends on their legal form. For taxpayers subject to corporation income tax, gains from the disposal of Nordex shares up to September 30, 2002 are subject to full trade tax and corporation tax (plus solidarity surcharge). After October 1, 2002, gains from the disposal of Nordex shares generated by shareholders with corporation income tax liability will be tax-free. Operating expenses directly related in financial terms to tax-free capital gains from disposal will not be deductible. Losses from disposal may not be claimed. Shareholders Subject to Limited Tax Liability in Germany If a shareholder with limited tax liability in Germany receives capital gains from the disposal of Nordex shares, these gains are subject to taxation in Germany if (i) the shares are part of the operating assets of an operating establishment in Germany or for which a permanent representative is appointed in Germany or (ii) the shareholder as an individual (in case of a gratuitous acquisition also his legal predecessor) directly or indirectly held at any moment within the last five years prior to the sale of the shares at least 10% (or at least 1% after October 1, 2002) of the Company’s share capital or (iii) if the shares arose through contributions pursuant to section 21 Tax Reorganisation Act (Umwandlungssteuergesetz) or (iv) they are subject to taxation under the requirements of an extended limited tax liability pursuant to section 2 of the AStG (Auslandssteuergesetz -German Foreign Tax Act). Should a double taxation agreement apply, it is possible that capital gains from disposal may not be taxable in Germany. Special Rules for Credit Institutions, Financial Services Institutions and Financial Enterprises If credit institutions and financial services institutions hold or dispose of shares to be deemed part of the trading book in accordance with section 1 (12) of the Gesetz über das Kreditwesen (KWG -German Banking Act), neither the Halbeinkünfteverfahren nor tax exemption applies to dividends or capital gains from disposal. The same applies to shares acquired by financial enterprises within the meaning of the KWG with the aim of generating own-account trading profits in the short term. This also applies to credit institutions, financial services institutions and financial enterprises domiciled in a different European Union member state or in another state which is part o the European Economic Area. Inheritance and Gift Tax Transfers of shares through inheritance or by way of a gift are subject to inheritance or gift tax if the testator, the donor or the acquirer is a ‘‘national ‘‘as defined in section 2 (1) of the Erbschaftsteuergesetz (ErbStG -German Inheritance Tax Act). Otherwise they are only subject to taxation if (i) the shares are part of the operating assets of a permanent establishment in Germany respectively for which a permanent representative is appointed in Germany or (ii) the shareholder alone or together with related persons directly or indirectly held at least one-tenth of the share capital of the company in the moment of the acquisition or (iii) if the requirements of an extended limited tax liability pursuant to section 4 of the AStG are met. 104
The above-mentioned tax liability can be limited by one of the few double taxation agreements existing for inheritance and gift tax. Other Taxes in Germany The sale, holding or transfer of shares in Germany is not subject to any stock exchange turnover tax, company tax, stamp duty, or similar tax. The transfer or merger of at least 95% of the shares can give rise to real estate transfer tax if the Aktiengesellschaft, or companies in which the Aktiengesellschaft holds a direct or indirect equity interest, holds real property in Germany. 105
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OFFERING MEMORANDUM Oberhausen, Ger
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Forward-looking Information This Of
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account of a QIB, whom the seller h
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Nordex AG Oberhausen, Germany Offer
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Table of Contents Notice to New Ham
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Financial Information. . . . . . .
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Summary of the Offering Memorandum
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Management Board of Nordex AG and t
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Selected Financial Data of the Nord
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Shareholders. In each case, the cos
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Code - will be held under a separat
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Capitalization The following table
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organizational structures to meet t
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condition, results of operations an
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Risks Inherent in the Market and Co
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In addition, there is a risk that p
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Shareholders’ Meeting of Nordex A
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Nordex AG believes that generating
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The US provides federal support for
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Business Introduction and Overview
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manufacturers, customers and suppli
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The following table illustrates the
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According to the provisional figure
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Vestas Wind Systems A/S and Bonus E
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Strategy Nordex’s overall strateg
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The following figure illustrates th
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due to their various sizes and nomi
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The maximum weekly production capac
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The Company’s marketing is mainly
Page 59 and 60: total value of its requirement for
Page 61 and 62: Intellectual Property Rights Patent
Page 63 and 64: Since it ceased being a member of t
Page 65 and 66: The following table provides an ove
Page 67 and 68: accept and pay for the rotor blades
Page 69 and 70: Before construction of the wind par
Page 71 and 72: Relationships with Principal Shareh
Page 73 and 74: Agreements with Associated Companie
Page 75 and 76: interests it held with a total nomi
Page 77 and 78: underwriting syndicate lead-managed
Page 79 and 80: Earnings per Share The following ta
Page 81 and 82: Auditor for the Subsidiaries The fi
Page 83 and 84: Capital stock: EUR 25 thousand Rese
Page 85 and 86: Executive Bodies of the Company, Em
Page 87 and 88: The Company has not granted any loa
Page 89 and 90: Automotive-Gruppe were, from 1993,
Page 91 and 92: two comprises the managing director
Page 93 and 94: Management’s Discussion and Analy
Page 95 and 96: Comparison of Fiscal Years 1999/200
Page 97 and 98: was due primarily to the Company in
Page 99 and 100: In total, the average pro forma inc
Page 101 and 102: EUR 3.40 million as of September 30
Page 103 and 104: with terms of between two and five
Page 105 and 106: Liquidity Cash flow from operations
Page 107 and 108: corporation income tax a special ta
Page 109: or a refund of the amount by which
Page 113 and 114: Financial information (Combined) Pr
Page 115 and 116: Assets (Combined) pro forma CONSOLI
Page 117 and 118: (Combined) pro forma CONSOLIDATED I
Page 119 and 120: (Combined) pro forma STATEMENTS OF
Page 121 and 122: were eliminated from net incomes an
Page 123 and 124: In the years under review, the cons
Page 125 and 126: Since Taifun AG will not commence w
Page 127 and 128: The calculation of imputed taxes, t
Page 129 and 130: (5.2) Inventories 9-30-2000 E13,903
Page 131 and 132: (5.6) Equity 9-30-2000 E16,013,985.
Page 133 and 134: (5.10) Deferred income 9-30-2000 E1
Page 135 and 136: (6.7) Amortization/depreciation 199
Page 137 and 138: A detailed breakdown of income taxe
Page 139 and 140: Primary segment report The Wind Ene
Page 141 and 142: F-29 (Combined) fixed-asset analysi
Page 143 and 144: F-31 (Combined) fixed-asset analysi
Page 145 and 146: alances (receivables, payables, inc
Page 147 and 148: MANAGEMENT REPORT FOR THE ABBREVIAT
Page 149 and 150: ANNUAL FINANCIAL STATEMENTS FOR THE
Page 151 and 152: Group affiliation TAIFUN AG as well
Page 153 and 154: Assets Pro forma CONSOLIDATED BALAN
Page 155 and 156: Pro forma CONSOLIDATED INCOME STATE
Page 157 and 158: Pro forma STATEMENT OF CHANGES IN E
Page 159 and 160: The restatements made to reconcile
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(3) Consolidation procedures Accord
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(5.2) Inventories 12-31-2000 E 38,0
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(5.7) Future payables under l/t con
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(6.5) Other operating expenses Firs
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Primary segment report The Wind Ene
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F-59 Combined fixed asset analysis
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INDEPENDENT AUDITOR’S CERTIFICATE
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Owing to the accounting system havi
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Research and development Certificat
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ANNUAL FINANCIAL STATEMENTS FOR THE
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ANNUAL ACCOUNTS FOR THE FISCAL YEAR
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(6) Liabilities Remaining term 1 ye
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Shareholdings Interest held Equity
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AUDITOR’S OPINION We audited the
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Recent Developments and Outlook Dur
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Glossary Alternative energy sources
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Medium voltage A type of voltage. T
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Stall-regulated wind turbine Stall-
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On the basis of the above Company R
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SUMMARY OF CERTAIN DIFFERENCES AMON
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the accrued interest of the present
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ecognise foreign currency gain or l
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UNDERWRITING AND SALE Dresdner Klei
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OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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