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

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It is our opinion that the (combined) pro forma consolidated financial statements as prepared by Taifun AG and presented in a subsumed 3-year format, which are in conformity with IAS, present in all material respects a fair view (as derived from the consolidated financial statements of BDAG Balcke- Dürr AG) of the financial position, the results of operations and the cash flows in the fiscal years of the business units and subsidiaries extracted from such BDAG consolidated financial statements, all subject and with regard to the approaches, procedures, assumptions and premises disclosed. Cologne, February 9, 2001 F-34 (Dr. Scheur) Wirtschaftsprüfer BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (Siebert) Wirtschaftsprüfer
MANAGEMENT REPORT FOR THE ABBREVIATED FISCAL YEAR FROM AUGUST 25 TO SEPTEMBER 30, 2000 TAIFUN AG was formed on August 25, 2000, for the purpose of repackaging as a holding company the Balcke-Dürr Group’s Wind Energy operations. The Company’s incorporation results from its entry on September 19, 2000, in the Commercial Register of the Local Court of Oberhausen. In the short fiscal year under review, the Company did not yet engage in any operations. Consequently, no potentially ruinous risks are identifiable. Outlook: The first quarter of fiscal 2000/01 saw the inception of the Company’s activities as holding company of the Balcke-Dürr Group’s Wind Energy operations. In this context, the Company’s general meeting resolved on November 23, 2000, to raise the capital stock from E0.05 million by E34 million to E34.05 million in exchange for contributions in kind. Under this noncash capital increase in exchange for altogether 34 million no-par shares of stock, Borsig Energy GmbH (a Balcke-Dürr AG subsidiary) contributed its shareholdings in the five Wind Energy operations, viz. Nordex GmbH, Südwind Borsig Energy GmbH, Nordex Automation GmbH, NPV Nordex Planungs- und Vertriebs GmbH and Borsig Rotortechnik GmbH, while Nordvest A/S, Denmark, contributed its minority interest in Nordex GmbH. The capital increase entry in the Commercial Register has been applied for and is still pending; the shareholdings will be contributed in due accordance with the postformation regulations of the German Stock Corporation Act (‘‘AktG’’). The Company has planned to go public in the spring of 2001 to fund its future growth; the Offering will probably be placed at the New Market of the Frankfurt/Main stock exchange. To this end, the Company’s capital stock will in spring 2001 be increased by an aggregate total E18 million against cash contributions while excluding the subscription right of previous stockholders. According to corporate plans, the new stock from this capital increase, plus part of the bearer shares of no-par stock existing at December 31, 2000, which represent a E1 share each in the capital stock, will be offered by a banking syndicate to institutional investors at a price established by book-building, in the Federal Republic of Germany in an initial public offering and, in several countries outside of Germany, by way of international private placement. In addition, the Company will apply for its entire capital stock to be admitted for public trading at the Regulated Market of the Frankfurt/Main stock exchange once trading at the New Market has commenced. Inter alia, the cash inflow expected by the Company from the Offering will be used to fund the further internal and external growth of the Nordex Group, certain developments of new, and enhancements of existing, products as well as the proposed reinforcement of the Nordex Group’s market position. Moreover, the proceeds would be applied to finance potential M&A transactions and strategic alliances, as well as to repay part of the Nordex Group’s liabilities to the Balcke-Dürr Group. In the new fiscal year, the Company will continue as a pure holding company. The necessary human resources, mainly for Finance, Personnel and Legal Affairs, will gradually be acquired. Oberhausen, December 6, 2000 sgd. Dr. Kestner Executive Board member sgd. von Cappeln Executive Board member F-35
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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
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Agreements with Associated Companie
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interests it held with a total nomi
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underwriting syndicate lead-managed
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Earnings per Share The following ta
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Auditor for the Subsidiaries The fi
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Capital stock: EUR 25 thousand Rese
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Executive Bodies of the Company, Em
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The Company has not granted any loa
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Automotive-Gruppe were, from 1993,
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two comprises the managing director
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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 and 124: In the years under review, the cons
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: alances (receivables, payables, inc
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
Page 175 and 176: Owing to the accounting system havi
Page 177 and 178: Research and development Certificat
Page 179 and 180: ANNUAL FINANCIAL STATEMENTS FOR THE
Page 181 and 182: ANNUAL ACCOUNTS FOR THE FISCAL YEAR
Page 183 and 184: (6) Liabilities Remaining term 1 ye
Page 185 and 186: Shareholdings Interest held Equity
Page 187 and 188: AUDITOR’S OPINION We audited the
Page 189 and 190: Recent Developments and Outlook Dur
Page 191 and 192: Glossary Alternative energy sources
Page 193 and 194: Medium voltage A type of voltage. T
Page 195 and 196: 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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