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

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AUDITOR’S OPINION We audited the annual accounts (including the accounting system) and management report prepared by TAIFUN AG, Oberhausen, for the abbreviated fiscal year from August 25 to September 30, 2000. The accounting and preparation of the annual accounts and management report in accordance with German Commercial Code regulations are the responsibility of the Company’s Executive Board. Our responsibility is, based on our audit, to express an opinion on the annual accounts (with due regard to the accounting system) and management report. We conducted our annual audit in accordance with the provisions of Art. 317 HGB and with due regard to generally accepted standards on the audit of financial statements as established by IDW, the Institute of Sworn Public Auditors in Germany. Those standards require that we plan and perform the audit to obtain reasonable assurance that any misstatement or fraud which has a material impact on the view of the net assets, financial position and results of operations as presented by the annual accounts in accordance with generally accepted accounting principles and by the management report is identified. When planning the audit procedures, knowledge and understanding of the Company’s business, its economic and legal environment as well as sources of potential errors are given due consideration. In view of the Company’s size and purpose, an audit includes examining, solely through various individual audit procedures, the evidence supporting the amounts and disclosures in the accounting and annual accounts. An audit also includes assessing the accounting principles used, and significant estimates made, by the Company’s Executive Board, as well as evaluating the overall presentation of the annual accounts and management report. We believe that our audit provides a reasonable basis for our opinion. Our audit did not result in any objections or exceptions. It is our opinion that the annual accounts, with due regard to accounting principles generally accepted in Germany, present fairly, in all material respects, the Company’s net assets, financial position and results of operations. The management report gives a true and fair view of the Company’s overall position and the risks inherent in its future development. Cologne, December 15, 2000 F-40 (Dr. Scheur) Wirtschaftsprüfer BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (Siebert) Wirtschaftsprüfer
Assets Pro forma CONSOLIDATED BALANCE SHEET according to IAS as of December 31, 2000, with statistical data as of December 31, 1999 Note A. Fixed assets (5.1) Balance at Balance at 12-31-2000 12-31-1999 pro forma pro forma E E I. Intangible assets 1. Concessions, franchises, industrial-property and similar rights and assets, as well as licenses thereto 4,575,407.64 2,289,905.16 2. Pro forma goodwill 20,047,901.67 0.00 3. Prepayments on intangibles 1,501,598.70 563,945.24 II. Property, plant & equipment 26,124,908.01 2,853,850.40 1. Land and buildings 2,350,160.49 856,922.51 2. Production plant and machinery 3,501,661.60 3,721,970.88 3. Other plant, factory and office equipment 3,989,640.70 2,608,414.39 4. Prepayments on property, plant & equipment, and construction in progress 4,853,098.21 2,542,898.02 III. Financial assets 14,694,561.00 9,730,205.80 1. Shares in unconsolidated group companies 222,330.78 203,083.60 2. Investments 760,784.92 540,044.38 B. Current assets I. Inventories (5.2) 983,115.70 743,127.98 41,802,584.71 13,327,184.18 1. Raw materials and supplies 31,515,937.27 18,476,025.78 2. Work in process 14,314,883.74 26,596,677.61 3. Prepayments made 10,151,460.83 7,628,474.87 55,982,281.84 52,701,178.26 less prepayments received (17,910,672.27) (5,559,368.70) 38,071,609.57 47,141,809.56 II. Future receivables under long-term construction contracts (5.3) 25,884,414.85 20,486,496.06 III. Receivables and sundry current assets (5.4) 1. Trade receivables 45,176,536.69 20,183,361.34 2. Due from Babcock Borsig Group companies 10,449,516.35 1,960,313.72 3. Sundry current assets 2,834,947.61 1,326,132.53 58,461,000.65 23,469,807.59 IV. Cash & cash equivalents 3,118,909.49 354,325.55 125,535,934.56 91,452,438.76 C. Prepaid expenses & deferred charges 1,635,373.58 15,157.00 D. Deferred tax assets (6.7) 873,554.96 130,238.31 169,847,447.81 104,925,018.25 F-41
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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
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Comparison of Fiscal Years 1999/200
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was due primarily to the Company in
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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 and 146: alances (receivables, payables, inc
Page 147 and 148: MANAGEMENT REPORT FOR THE ABBREVIAT
Page 149 and 150: ANNUAL FINANCIAL STATEMENTS FOR THE
Page 151: Group affiliation TAIFUN AG as well
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-
Page 197 and 198: On the basis of the above Company R
Page 199 and 200: SUMMARY OF CERTAIN DIFFERENCES AMON
Page 201 and 202: 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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