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

Summary of the Offering Memorandum
The following is a summary of certain information contained in this Offering Memorandum and should
be read in conjunction with the more detailed information and the financial statements of the
Company, including the notes thereto (see ‘‘Financial Information’’) appearing elsewhere in this
Offering Memorandum. As this summary may not contain all of the key information needed by
investors, the entire Offering Memorandum should be read carefully.
Overview of the Nordex Group
The Nordex Group, comprising six domestic German and five foreign companies, develops and produces
technologically advanced wind turbines with an emphasis on high performance turbines, in particular
megawatt turbines. The Company regards itself as a systems developer, focused on its key capabilities:
the development and engineering of large wind turbines, the development and production of controls
and electrical technology for its wind turbines and the development and manufacture of rotor blades
for megawatt wind turbines. In addition, the Nordex Group has positioned itself as a provider of
services such as the technical planning of wind farm systems, from the identification of suitable sites
to the technical implementation of wind farms, including connection to the grid, as well as the
servicing of wind turbines.
In the fiscal year ended September 30, 2000, the Nordex Group had an average of 573 employees and
generated sales revenues of approximately E273 million and EBIT (earnings before interest and taxes)
of approximately E13.2 million based on the IAS Pro Forma Consolidated Financial Statements.
Nordex’s overall strategy is to increase its worldwide market share through a combination of organic
and external growth and to be one of the world’s top three manufacturers of wind turbines. To this
end, the Nordex Group intends to build upon its technological advantage in the megawatt segment and
also to further expand its international presence. Nordex’s strategy also focuses on increasing
profitability through the introduction of more intensively industrial manufacturing.
The Offering
Offered Shares: The offering (the ‘‘Offering’’) consists of 36,000,000 shares (the
‘‘Offered Shares’’):
(a) 18,000,000 New Shares from the capital increase against
cash contributions resolved at the Ordinary General
Shareholders’ Meeting on February 21, 2001 which was
entered in the commercial register on March 30, 2001 and
(b) 13,300,000 shares from the holdings of the Selling
Shareholders, as well as
(c) up to 4,700,000 shares from the holdings of the Selling
Shareholders as part of the Over-allotment Option granted
to Dresdner Bank (the ‘‘Option Shares’’).
Lead manager: Dresdner Bank, with Westdeutsche Landesbank Girozentrale as
co-lead manager.
The Offering, Offering Period, Price
Range and Offer Price:
The Offering consists of a public offering of the Offered Shares in
the Federal Republic of Germany, an international private
placement outside the Federal Republic of Germany and the
United States (the ‘‘United States’’) to non-US persons in reliance
on Regulation S of the United States Securities Act of 1933, as
amended (the ‘‘Securities Act’’) and a private placement in
reliance on Rule 144A of the Securities Act (‘‘Rule 144A’’) to
institutional investors in the United States by way of a
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