OFFERING MEMORANDUM Global Offering of up to ... - Nordex
OFFERING MEMORANDUM Global Offering of up to ... - Nordex
OFFERING MEMORANDUM Global Offering of up to ... - Nordex
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alances (receivables, payables, income, expenses, gains, losses) and intercompany pr<strong>of</strong>its were<br />
eliminated according <strong>to</strong> IAS.<br />
With a view <strong>to</strong> ensuring best practicable comparability <strong>of</strong> the (combined) pro forma consolidated<br />
financial statements with the future actual accounts <strong>of</strong> the Taifun Gro<strong>up</strong>, the gro<strong>up</strong> fees apportioned<br />
in each <strong>of</strong> the years under review were eliminated from net income and replaced by imputed future pro<br />
forma personnel and administrative expenses <strong>of</strong> Taifun AG. In the pr<strong>of</strong>it appropriation account below<br />
net income, such adjustments were reversed <strong>to</strong> develop pro forma net earnings. The P&L transfer<br />
agreements in force and effect in the fiscal years under review and the related cash outflows and<br />
equity decreases were not reversed when developing the (combined) pro forma consolidated financial<br />
statements lest the view <strong>of</strong> the financial position and results <strong>of</strong> operations be biased or turn untrue.<br />
Instead, in an effort <strong>to</strong> enhance interperiod comparability <strong>of</strong> the results <strong>of</strong> operations in the years<br />
under review, the pr<strong>of</strong>its or losses already transferred were carried over below net income <strong>to</strong> arrive at<br />
the pro forma gro<strong>up</strong>’s net earnings, duly accounting for the imputed taxes thereon.<br />
Taifun AG’s (combined) pro forma consolidated financial statements in the 3-year summarized<br />
presentation for the three fiscal years ended September 30, 2000/1999/1998, consist <strong>of</strong> pro forma<br />
balance sheets, pro forma income statements, pro forma statements <strong>of</strong> changes in equity, pro forma<br />
cash flow statements and the notes <strong>to</strong> such pro forma financial statements and are meant in an<br />
economically reasonable format <strong>to</strong> show the significant effects on the Taifun AG Gro<strong>up</strong>’s financial<br />
position, results <strong>of</strong> operations and cash flows, premised on the assumption that the spin-<strong>of</strong>f had been<br />
effected as <strong>of</strong> Oc<strong>to</strong>ber 1, 1997. However, the (combined) pro forma consolidated financial statements<br />
as herein presented do not necessarily provide information about the effects on the Taifun AG Gro<strong>up</strong>’s<br />
financial position, results <strong>of</strong> operations and cash flows that would or might actually have occurred in<br />
the periods under review if the events and transactions had actually happened or been made as <strong>of</strong><br />
Oc<strong>to</strong>ber 1, 1997.<br />
We audited the IAS-based (combined) pro forma consolidated financial statements as presented by<br />
Taifun AG in a 3-year format subsuming the fiscal years ended September 30, 2000/1999/1998. The<br />
preparation and contents <strong>of</strong> the (combined) pro forma consolidated financial statements are the<br />
responsibility <strong>of</strong> the Company’s Executive Board.<br />
Our responsibility is, based on our audit, <strong>to</strong> express an opinion on whether the subsumed 3-year<br />
presentation <strong>of</strong> the (combined) pro forma consolidated financial statements conforms with the<br />
approaches, procedures, assumptions and premises described in the notes there<strong>to</strong> as well as, generally,<br />
with International Accounting Standards (IAS).<br />
We conducted our audit in accordance with German auditing regulations and with due regard <strong>to</strong><br />
generally accepted standards on the audit <strong>of</strong> financial statements as established by IDW as well as,<br />
where applicable and appropriate, additionally <strong>to</strong> the International Standards on Auditing (ISA) <strong>of</strong> the<br />
International Federation <strong>of</strong> Accountants (IFAC). Said standards require that we plan and perform the<br />
audit <strong>to</strong> obtain reasonable assurance about whether, subject <strong>to</strong> the aforesaid procedures detailed in the<br />
notes, the (combined) pro forma consolidated financial statements in their subsumed 3-year<br />
presentation are free <strong>of</strong> any material misstatements. An audit includes examining, on a test basis, the<br />
evidence s<strong>up</strong>porting the amounts and disclosures in the (combined) pro forma consolidated financial<br />
statements. An audit also includes assessing the accounting principles used, and significant estimates<br />
made, by the auditee’s legal representatives, as well as evaluating the overall presentation <strong>of</strong> the<br />
(combined) pro forma consolidated financial statements. We believe that our audit provides a<br />
reasonable basis for our opinion.<br />
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