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

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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. F-10
In the years under review, the consolidation group covered these German companies: Share capital at par at 9-30-2000 Share capital at par at 9-30-1999 Share capital at par at 9-30-1998 E E E Nordex GmbH, Ostseebad Rerik 53,174.36 53,174.36 53,174.36 Nordex Planungs- und Vertriebs-gesellschaft, Bad Essen 51,129.19 51,129.19 51,129.19 Babcock Prozessautomation GmbH, Oberhausen 102,258.37 102,258.37 102,258.37 Südwind Borsig Energy GmbH, Oberhausen 25,000.00 25,000.00 — Borsig Rotortechnik GmbH, Rostock 25,000.00 — — Taifun AG, Oberhausen 50,000.00 — — Babcock Prozessautomation GmbH (‘‘BPA’’), Oberhausen, previously had two divisions, Power Plants and Wind Energy. As of October 1, 2000, by share sale & transfer agreement of November 15, 2000, the Power Plants division was spun off and the company with its remaining division, Wind Energy, contributed to Taifun AG. With a view to improving comparability, separate segment financial information (balance sheet and income statement) was prepared for BPA’s Wind Energy division and included in the (combined) pro forma consolidated financial statements. In fiscal 1997/98, Nordex Planungs- und Vertriebsgesellschaft mbH was included only for the nine months ended September 30, 1998, since this company had been acquired by Borsig Energy GmbH with economic effect as of January 1, 1998. The consolidation group changed in fiscal 1998/99 when Südwind Borsig Energy GmbH (organized on March 22, 1999) was newly included. For lack of materiality, consolidation of another subsidiary, viz. Borsig Rotortechnik GmbH (formed on September 21, 1999, only) was waived. In the fiscal year 1999/2000, Borsig Rotortechnik GmbH (organized on September 21, 1999) and the parent company were newly consolidated. The consolidation group as of September 30, 2000, corresponds to the group structure now being created de jure. The change in the number of consolidated subsidiaries impacts on the comparability of the pro forma group’s financial position, performance and results of operations with the prior year’s. The cumulative effects of the addition of Südwind Borsig Energy GmbH, Borsig Rotortechnik GmbH and Taifun AG on major balance sheet lines and on net income are summarized below: 1999/00 1998/99 E E Fixed assets 4,245,745.73 1,193,169.14 Deferred tax assets/(liabilities) 73,093.78 (19,633.10) Inventories 1,822,367.88 964,522.40 Future receivables from l/t construction contracts 1,611,844.10 0.00 Receivables and sundry current assets 10,937,568.12 2,859,679.00 Cash & cash equivalents 278,531.22 7,555.67 Equity (377,691.29) 53,982.40 Accruals 2,481,799.69 761,303.39 Liabilities 16,625,607.75 4,148,321.46 Net income 459,073.85 80,748.42 F-11
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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
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Since it ceased being a member of t
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The following table provides an ove
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accept and pay for the rotor blades
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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 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: were eliminated from net incomes an
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
Page 165 and 166: (5.7) Future payables under l/t con
Page 167 and 168: (6.5) Other operating expenses Firs
Page 169 and 170: Primary segment report The Wind Ene
Page 171 and 172: 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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