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

On November 23, 2000, Borsig Energy GmbH and Nordvest A/S executed a contribution & share
transfer agreement (Doc. Reg. UR 1860/2000 of Dr. Herbert Asschenfeldt, notary public in and for
Hamburg) and, subject to the condition precedent that Taifun AG’s general meeting adopt an
affirmative resolution on said contribution & share transfer agreement, agreed to make this
contribution in kind in exchange for stock of the Company.
As resolved by the extraordinary general meeting of November 23, 2000, Taifun AG’s capital stock was
raised by way of contribution in kind by E34,000,000 to E34,050,000 (Doc. Reg. UR 624/2000 of
Helmut Hübbers, notary public in and for Oberhausen). Out of the 34,000,000 newly issued bearer
shares of stock (cum dividend), 27,357,500 were subscribed and acquired by Borsig Energy GmbH, and
6,642,500 by Nordvest A/S, Denmark.
In exchange for the 27,357,500 shares of stock acquired, Borsig Energy GmbH transferred to the
Company as contribution in kind:
– one share of E39,880.77 at par (corresponding to 75% of the share capital) in Nordex GmbH, Rerik,
registered at the Commercial Register of the Local Court of Rostock under number HRB 5010;
– four shares of a total E51,129.19 at par (corresponding to 100% of the share capital) of Nordex
Planungs- und Vertriebsgesellschaft mbH, Bad Essen, registered at the Commercial Register of the
Local Court of Osnabrück under no. HRB 17795;
– one share of E25,000.00 at par (corresponding to 100% of the share capital) of Borsig
Rotortechnik GmbH, Rostock, registered at the Commercial Register of the Local Court of Rostock
under no. HRB 8218;
– one share of E25,000.00 at par (corresponding to 100% of the share capital) of Südwind Borsig
Energy GmbH, Oberhausen, registered at the Commercial Register of the Local Court of
Oberhausen under no. HRB 3656;
– one share of E102,258.37 at par (corresponding to 100% of the share capital) of Babcock
Prozessautomation GmbH, Oberhausen, registered at the Commercial Register of the Local Court of
Oberhausen under no. HRB 2147.
In exchange for the 6,642,500 shares of stock acquired, Nordvest A/S transferred to the Company as
contribution in kind two shares of a total E13,293.59 at par (corresponding to 25% of the share
capital) of Nordex GmbH, Rerik, registered at the Commercial Register of the Local Court of Rostock
under number HRB 5010.
The consent to the contribution & share transfer agreement of November 23, 2000, was endorsed by
Taifun AG’s extraordinary general meeting of December 8, 2000 (Doc. Reg. UR 667/2000 of Helmut
Hübbers, notary public in and for Oberhausen), this time under the terms of a postformation agreement
within the meaning of Art. 52 German Stock Corporation Act (‘‘AktG’’).
After such contribution, Taifun AG’s capital stock amounts to DM 66,596,012 or E34,050,000, which
was recorded by the Commercial Register of the Local Court of Oberhausen on December 14, 2000,
under HRB 3659.
With respect to the companies contributed, direct-control and/or P&L transfer agreements existed
between Borsig Energy GmbH, Oberhausen, and the following of its subsidiaries: Borsig Rotortechnik
GmbH, Rostock; Nordex Planungs- und Vertriebsgesellschaft mbH, Bad Essen; Babcock
Prozessautomation GmbH, Oberhausen; and Südwind Borsig Energy GmbH, Oberhausen. In its
representation dated December 7, 2000, Borsig Energy GmbH, Oberhausen, irrevocably stated and
agreed to terminate such agreements as and when it no longer held the majority in said subsidiaries.
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