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

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