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

NOTES
to the (COMBINED)
pro forma CONSOLIDATED FINANCIAL STATEMENTS
according to IAS in subsumed presentation
for the full fiscal years ended
September 30, 2000,
September 30, 1999, and September 30, 1998
(1) Group definition
The Taifun Group, whose Oberhausen, Germany, based parent is Taifun AG, develops, manufactures and
markets wind turbines. For details of the operations of the Taifun Group’s sole division, Wind Energy,
reference is made to the segment report.
Taifun’s (combined) pro forma consolidated financial statements as of September 30, 2000, September
30, 1999, and September 30, 1998, have been prepared in accordance with the applicable rules of the
International Accounting Standards Committee (IASC) in view of the proposed flotation of Taifun AG in
fiscal 2000/01. The financial statements, prepared in deutsche mark (DM), were transformed into euros
(E) at the official rate of E1.00 = DM 1.95583. The (combined) pro forma consolidated financial
statements conform in every material respect with the provisions of the International Accounting
Standards (IAS).
The prerequisites for preparing consolidated accounts under the terms of IAS 22 and 27 will not be met
until early 2001 since this month only will see the inception of Taifun AG’s business operations. Until
then, its subsidiaries are organizationally fully integrated in Borsig Energy GmbH and included in the
group of BDAG Balcke-Dürr AG. Taifun AG is under no obligation according to the German Commercial
Code (‘‘HGB’’) to prepare consolidated accounts for the periods under review since the structure of a
business combination (‘‘group’’) was de jure not created until after entry in the Commercial Register on
December 14, 2000. Moreover, Taifun AG is under no obligation to publish exempting consolidated
financial statements according to internationally accepted accounting principles pursuant to Art. 292a
HGB, nor has the Company applied for the admission to trading on organized securities markets.
With a view to providing comparability in the periods under review with the group structure created in
early 2001, (combined) pro forma consolidated financial statements were prepared for the fiscal years
1997/98, 1998/99 and 1999/2000 in derogation of the de facto, de jure and economic situation (cf.
Note 3 hereinbelow) and predicated on the assumptions that (i) Taifun AG had held during said periods
the shares in the companies included in the underlying quasi-group of consolidated companies and (ii)
the subsequently created group structure had then already existed (cf. Note 2 hereof). For formulating
the (combined) pro forma consolidated financial statements, the companies included therein prepared
opening balance sheets in conformity with IAS, either as of the beginning of the respective periods or
the date of their first-time inclusion.
When constructing the (combined) pro forma consolidated financial statements, all IAS in force and
effect for fiscal 1999/2000 were applied for all three fiscal periods. The (combined) pro forma
consolidated financial statements were developed from the included companies’ separate annual
accounts (HGB-based, restated according to IAS) with due regard to the necessary consolidation
entries. The recognition, disclosure and valuation rules required by IAS were applied, including the
consistency principle. The accounting and valuation methods used in the (combined) pro forma
consolidated financial statements were throughout the same as those adopted and applied by Taifun
AG. New insights acquired by the date the (combined) pro forma consolidated financial statements
were prepared are duly reflected.
With a view to optimizing comparability with the future actual situation within the Taifun Group, the
cost allocations and group fee apportionment charged in the periods under review to the subsidiaries
F-8