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

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Independent Auditor’s Certificate of Review of the Consolidated Interim Statements as of December 31, 2000 F-61 Annual Financial Statements for the Fiscal Year ended September 30, 2000, according to HGB Management Report for the Fiscal Year ended September 30, 2000 of Nordex Energy GmbH F-64 Balance Sheet for the Fiscal Year ended September 30, 2000 F-67 Income Statement for the Fiscal Year ended September 30, 2000 F-68 Notes to the Financial Statements for the Fiscal Year ended September 30, 2000 F-69 Fixed Asset Analysis for the Fiscal Year ended September 30, 2000 F-74 Auditor’s Opinion F-75 F-2 Page
Assets (Combined) pro forma CONSOLIDATED BALANCE SHEETS according to IAS in a subsumed 3-year presentation as of September 30, 2000 as of September 30, 1999 as of September 30, 1998 Note A. Fixed assets (5.1) I. Intangible assets Balance at Sep. 30, 2000 pro forma Balance at Sep. 30, 1999 pro forma Balance at Sep. 30, 1998 pro forma E E E 1. Concessions, franchises, industrial-property and similar rights and assets, as well as licenses thereto 4,554,282.41 2,182,357.28 883,186.32 2. Prepayments on intangibles 1,270,960.32 579,284.00 177,976.41 II. Property, plant and equipment 5,825,242.73 2,761,641.28 1,061,162.73 1. Land and buildings 3,058,658.79 818,956.47 725,616.39 2. Production plant and machinery 3,518,700.77 3,921,845.74 1,545,267.23 3. Other plant, factory and office equipment 3,398,352.04 2,431,732.42 912,003.98 4. Prepayments on property, plant and equipment, and construction in progress 4,662,885.52 2,114,063.80 234,955.53 III. Financial assets 14,638,597.12 9,286,598.43 3,417,843.13 1. Shares in unconsolidated group companies 222,330.78 233,761.11 0.00 2. Investments 760,784.92 540,044.38 0.00 B. Current assets I. Inventories (5.2) 983,115.70 773,805.49 0.00 21,446,955.55 12,822,045.20 4,479,005.86 1. Raw materials and supplies 27,785,126.16 29,741,689.59 14,170,865.73 2. Work in process 8,189,596.97 11,403,473.02 2,966,961.15 3. Prepayments made 9,745,945.40 4,755,606.68 4,434,790.57 45,720,668.53 45,900,769.29 21,572,617.45 less prepayments received (31,816,916.18) (23,984,574.53) (5,011,695.55) 13,903,752.35 21,916,194.76 16,560,921.90 II. Future receivables under long-term construction contracts (5.3) 35,062,530.25 16,704,467.81 1,072,303.40 III. Receivables and other current assets (5.4) 1. Trade receivables 63,364,341.85 20,011,839.42 4,182,167.51 2. Due from Babcock Borsig Group companies 11,807,700.37 9,110,075.31 630,549.79 3. Receivables under investor/investee relations 8,781.48 0.00 255,645.94 4. Sundry current assets 3,003,784.41 841,124.62 1,583,559.77 78,184,608.11 29,963,039.35 6,651,923.01 IV. Cash and cash equivalents 2,634,180.25 370,633.34 587,620.73 129,785,070.96 68,954,335.26 24,872,769.04 C. Prepaid expenses and deferred charges (5.5) 1,316,310.03 79,441.10 43,665.28 D. Deferred tax assets (6.10) 552,986.71 137,955.24 0.00 153,101,323.25 81,993,776.80 29,395,440.18 F-3
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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
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total value of its requirement for
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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 and 110: or a refund of the amount by which
Page 111 and 112: The above-mentioned tax liability c
Page 113: Financial information (Combined) Pr
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
Page 161 and 162: (3) Consolidation procedures Accord
Page 163 and 164: (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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