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

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In its separate financial statements, Nordex GmbH discloses the following shares in group companies (as intercorporate investments): Nordex Ibérica Borsig Energy S.A., Barcelona, Spain 1999/00 1998/99 1997/98 Nordex GmbH shareholding [%] 100 100 0 Investment book value in the separate financial statements of Nordex GmbH [E1,000] 15 15 0 Ekter Eoliki A.E., Athens, Greece Nordex GmbH shareholding [%] 0 90 0 Investment book value in the separate financial statements of Nordex GmbH [E1,000] 0 31 0 Nordex Omnical Energy Services (Shanghai) Co. Ltd., Shanghai, PR China Nordex GmbH shareholding [%] 100 100 0 Investment book value in the separate financial statements of Nordex GmbH [E1,000] 188 188 0 Nordex Hellas E.P.E., Greece Nordex GmbH shareholding [%] 100 0 0 Investment book value in the separate financial statements of Nordex GmbH [E1,000] 18 0 0 Nordex USA, Inc., United States Nordex GmbH shareholding [%] 100 0 0 Investment book value in the separate financial statements of Nordex GmbH [E1,000] 1 0 0 For lack of materiality, Nordex GmbH’s non-German subsidiaries were not consolidated, which is in accordance with IASC Framework paragraph 12 in conjunction with paragraphs 29, 30. Said foreign subsidiaries are responsible for handling Nordex GmbH contracts and providing local technological support. The shares in the Nordex GmbH subsidiaries listed above were accounted for at amortized cost in the (combined) pro forma consolidated financial statements for fiscal 1998/99 and 1999/2000 in accordance with IAS 39.4 and IAS 39.66/67. As of September 30, 1998, Nordex GmbH did not own any shares in group companies. In addition, Nordex GmbH has held since fiscal 1998/99 a 40% equity interest in Xian Nordex Wind Turbine Co. Ltd., Xian, PR China, which was incorporated in the fiscal year 1998/99 and renders local assistance in the production of wind turbines. In Nordex GmbH’s financial statements as of September 30, 2000, this investment is carried at a book value of kE760.8 (up from kE539.9 in 1998/99). Controlling shareholder is the Chinese government. Since this investee is not controlled by Nordex GmbH as defined in IAS 27, the investment has not been included in the consolidation group, nor has it been carried at equity under the terms of IAS 28 since Nordex GmbH does not have the power to participate in this investee’s financial and operating policy decisions. Therefore, this investee is not an associated affiliate under the terms of IAS 28 and has been accounted for at amortized cost in the (combined) pro forma consolidated financial statements 1999/2000 and 1998/99 pursuant to the financial instruments rules of IAS 39.4 and IAS 39.66/67. The fiscal year of Taifun AG and all its consolidated subsidiaries is not the calendar year but commences on October 1 and closes on September 30 of the succeeding year. (3) Consolidation procedures According to IAS 27 and 22, initial capital consolidation is governed by the date of acquisition, which, pursuant to IAS 22.20, is the date at which control of the net assets and operations of consolidatable subsidiaries is effectively transferred to Taifun AG as acquirer and transferee. F-12
Since Taifun AG will not commence with its operations before early 2001 and its subsidiaries will until then remain fully integrated at the organizational level with Borsig Energy GmbH or the BDAG Balcke- Dürr AG Group, no effective group structure in terms of a control of the contributed subsidiaries existed in 2000 despite the agreements consummated in November/December 2000. This is why capital consolidation has been waived when preparing the (combined) pro forma consolidated financial statements for the fiscal years ended September 30, 1998, September 30, 1999, and September 30, 2000; instead, the equity of the subsidiaries has been merely footed up. For the same reason, no pro forma goodwill amortization has been shown either. Another reason for the nonrecognition of pro forma goodwill amortization or pro forma releases of badwill from capital consolidation in the (combined) pro forma consolidated financial statements is that the relevant amounts required to determine goodwill or badwill could not be reliably measured when preparing the financial statements (IASC Framework paragraphs 86 et seq. in conjunction with par. 83). This refers to the shares in Taifun AG’s subsidiaries, which the provisions of IAS 22.21 et seq. require to be recognized at cost and which, after having been transferred as agreed at book value by Borsig Energy GmbH and Nordvest A/S to Taifun AG, would have had to be offset against the IAS equity of such subsidiaries. The relevant equity (early 2001) was not determinable when the financial information was prepared. The expected future goodwill amortization will adversely affect performance in future consolidated financial statements. In consolidation, all receivables and payables among consolidated subsidiaries were mutually offset, without producing any exchange gains or losses. The aggregate total of kE27.4 (net balance) (up from kE10.2 in 1998/99) representing (i) intercompany profits which in fiscal 1999/2000 were made from intragroup transfers within inventories, as well as (ii) the prorated profits realized according to the percentage-of-completion method, was eliminated in consolidation. The accounting for capital leases according to IAS 17 (from the group’s vantage point) resulted in fiscal 1999/2000 in income of kE247.3 (up from kE56.2 in 1998/99). Consequently, consolidation transactions in fiscal 1999/2000 raised income (including the allocable deferred taxes) by kE130.9 (up from kE27.1 in 1998/1999). Moreover, all expenses and income originating from intragroup transfers of goods/services and from intercompany allocations were mutually netted in consolidation. In addition, the group fees apportioned and charged in the periods under review were in consolidation eliminated from net income and replaced by imputed future personnel and administrative expenses of Taifun AG, duly accounting for the imputed tax effects, cf. Note (1). (4) General accounting and valuation details (4.1) Classification The classification rules of Art. 266 HGB (after adjustment to specific IAS disclosure requirements) were applied for preparing the IAS-based balance sheets. The income statements according to IAS are presented in the full-cost format in analogy to the classification provisions of Art. 275(2) HGB. Major deviations from the HGB-oriented disclosure format are, in particular, attributable to the derivation from IAS-based net income of pro forma net earnings, cf. Note (1). (4.2) Details of accounting and valuation methods Within intangible assets, mainly purchased licenses and software were capitalized. Internally created intangible assets (i.e., prototype development costs) were capitalized whenever permitted by IAS 38. Intangible assets and property, plant & equipment were stated at cost and, where applicable, amortized or depreciated systematically on a straight-line basis over the anticipated useful lives of the underlying assets. For additions to personal property (plant & equipment) in the first half of the fiscal year, the full annual depreciation rate was applied while for additions in the second 6-month period, half this annual rate was used. Low-value assets (under German law, valued at net cost of E409 or less each) were full F-13
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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
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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 and 122: were eliminated from net incomes an
Page 123: In the years under review, the cons
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
Page 173 and 174: 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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