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

ookbuilding process. The initial price range (the ‘‘Price Range’’)
within which offers could be placed was E11 to E14 per Offered
Share and was announced on March 19, 2001 at Dresdner Bank
and published in the Frankfurter Allgemeine Zeitung on March
20, 2001 and subsequently in the Bundesanzeiger (German
Federal Gazette). The Price Range was subsequently reduced to
E9 to E11.50. The offer period (the ‘‘Offer Period’’) within which
offers could be made was from March 20, 2001 to March 30,
2001. The offer price (the ‘‘Offer Price’’) at which all Offered
Shares will be settled was fixed on March 30, 2001 and will be
published in the Frankfurter Allgemeine Zeitung on April 2, 2001
and subsequently in the Bundesanzeiger.
Allotment: The Offered Shares are expected to be allotted on or before
April 2, 2001.
Share capital: Prior to the capital increase in connection with the Offering, the
Company’s share capital amounted to E34,050,000, represented
by 34,050,000 bearer shares with a nominal value of E1.00 per
share; following the implementation of the capital increase in
connection with the Offering, the Company’s share capital
amounts to E52,050,000 and is represented by 52,050,000
bearer shares with a nominal value of E1.00 per share.
Over-allotment Option: Dresdner Bank has been granted an option to acquire up to
4,700,000 shares loaned by the Selling Shareholders to cover the
Over-allotment Option in full or in part on the same terms
applying to the 31,300,000 Offered Shares within 30 calendar
days following the commencement of trading of the Offered
Shares for trading on the Neuer Markt of the Frankfurt Stock
Exchange.
Stabilization: In connection with this Offering, Dresdner Bank, as stabilization
agent, may, on behalf of the Managers and in accordance with
general market practice, exercise the Over-allotment Option or
perform other transactions affecting the Company’s shares and/
or any derivatives relating to the shares which might stabilize
the market price of the shares or any derivatives relating to the
shares or maintain the price at a level that would not be possible
without the implementation of such measures. Dresdner Bank
will be responsible for the technical implementation of such
measures; stabilization measures may not be undertaken any
later than 30 days after trading has begun in the Company’s
shares. These measures may be discontinued at any time.
Preferential subscription
rights:
Up to 2,760,000 of the Offered Shares, representing up to 8.8%
of the Offered Shares, excluding the Option Shares, were
reserved for preferential subscription by the shareholders of
BDAG Balcke-Dürr AG in Oberhausen (‘‘Bakcke-Dürr AG’’), with
the exception of Babcock Borsig Beteiligungs GmbH
shareholders. Balcke-Dürr AG shareholders have the
preferential right to acquire one share in Nordex AG for every
two shares they hold in Balcke-Dürr AG.
Preferential allocation: Up to a total of 626,000 additional shares, representing up to 2%
of the Offered Shares (excluding the Option Shares), were offered
to the employees of the Nordex Group, the members of the
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