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

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Pro forma CONSOLIDATED STATEMENT OF CASH FLOWS according to IAS for the three months ended December 31, 2000, with statistical data for the three months ended December 31, 1999 I. Operating activities First Quarter for Fiscal Year 2000/2001 pro forma First Quarter for Fiscal Year 1999/2000 pro forma E E Quarterly net income/(loss) 420,272.39 (720,169.72) Adjustment for pro forma group fee apportionment and imputed taxes 652,493.13 550,349.91 Amortization/depreciation of fixed assets 1,751,921.00 530,925.87 (Gains from)/Losses on fixed-asset disposal (24,487.56) 0.00 Change in inventories of goods (24,167,857.22) (25,225,614.80) Change in future receivables from long-term construction contracts 9,178,115.40 (3,782,028.24) Change in receivables and sundry current assets 19,723,607.46 6,493,231.77 Change in pension accruals 148,759.86 0.00 Change in tax accruals 687,426.84 454,617.22 Change in sundry accruals (83,273.32) 1,595,608.85 Change in future payables from long-term construction contracts 0.00 (114,401.56) Change in liabilities (excl. intercompany clearing account and liabilities due to banks) (13,147,511.42) (2,773,633.91) Change in deferred tax assets (320,568.25) 7,716.93 Change in deferred tax liabilities 650,517.20 (798,439.71) Change in prepaid expenses & deferred charges (319,063.54) 64,284.10 Change in deferred income (164,740.64) 11,419.19 Cash flow from operating activities (5,014,388.67) (23,706,134.10) II. Investing activities Cash inflow from the disposal of property, plant & equipment 896,182.84 86,407.68 Cash outflow for capital expenditures for intangibles and property, plant and equipment (22,979,245.45) (1,122,472.53) Cash flow from investing activities (22,083,062.61) (1,036,064.85) III. Financing activities Cash inflow from increase in capital stock 33,743,438.08 25,000.00 Cash inflow from transfer to additional paid-in capital (2,469,381.08) 0.00 Change in pro forma net earnings due to pro forma capital consolidation (11,226,155.32) 0.00 Cash dividend distributed by Nordex Planungs- und Vertriebsgesellschaft mbH (243.52) 0.00 Profit transfer to Borsig Energy GmbH under P&L transfer agreements 0.00 (370,030.53) Cash flow from financing activities 20,047,658.16 (345,030.53) Change in cash & cash equivalents (7,049,793.12) (25,087,229.48) Cash & cash equivalents at beginning of period (62,481,684.65) 2,406,833.20 Cash & cash equivalents at end of period (69,531,477.77) (22,680,396.28) thereof: F-44 cash on hand and in bank 3,118,909.49 354,325.55 intercompany clearing account credit/(debit) balances (72,528,798.52) (23,034,721.83) current liabilities due to banks (121,588.74) 0.00 (69,531,477.77) (22,680,396.28)
Pro forma STATEMENT OF CHANGES IN EQUITY according to IAS for the three months ended December 31, 2000, with statistical data for the three months ended December 31, 1999 First Quarter for First Quarter for Fiscal Year Fiscal Year 2000/2001 1999/2000 pro forma pro forma E E Equity at beginning of fiscal year 16,013,985.79 12,662,799.00 Capital stock quarterly opening balance 306,561.92 231,561.92 capital increase due to changeover to the euro (E) 2,438.08 0.00 addition of the subsidiaries to Taifun AG by contribution in kind 34,000,000.00 0.00 elimination due to pro forma capital consolidation of the subsidiaries to be included (259,000.00) 0.00 addition from initial inclusion of Borsig Rotortechnik GmbH, Rostock, in the consolidation group 0.00 25,000.00 quarterly closing balance 34,050,000.00 256,561.92 Additional paid-in capital quarterly opening balance 6,047,049.08 6,047,049.08 transfer to Taifun AG’s additional paid-in capital of share premiums from the contributions 3,577,668.00 0.00 elimination due to pro forma capital consolidation of the subsidiaries to be included (6,047,049.08) 0.00 quarterly closing balance 3,577,668.00 6,047,049.08 Profit/loss carryover Pro forma net earnings as of September 30 9,660,374.79 6,384,188.00 book transfer to pro forma net earnings (9,660,374.79) (6,384.188.00) quarterly closing balance 0.00 0.00 Pro forma net earnings quarterly opening balance 9,660,374.79 6,384,188.00 elimination of the subsidiaries’ pro forma profit carryover as of 12-31-2000 due to pro forma capital consolidation (9,503,162.99) 0.00 elimination of the subsidiaries’ pro forma net income/loss as of 12-31-2000 due to pro forma capital consolidation (1,722,992.33) 0.00 quarterly net income/(net loss) 420,272.39 (720,169.72) adjustment for pro forma group fee apportionment and imputed taxes 652,493.13 550,349.91 profit transfer to Borsig Energy GmbH under P&L transfer agreements 0.00 (370,030.53) cash dividend distributed by Nordex Planungs- und Vertriebsgesellschaft mbH (243.52) 0.00 quarterly closing balance (493,258.53) 5,844,337.66 Equity at quarter-end as of December 31 37,134,409.47 12,147,948.66 F-45
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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
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EUR 3.40 million as of September 30
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with terms of between two and five
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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 and 152: Group affiliation TAIFUN AG as well
Page 153 and 154: Assets Pro forma CONSOLIDATED BALAN
Page 155: Pro forma CONSOLIDATED INCOME STATE
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
Page 203 and 204: ecognise foreign currency gain or l
Page 205 and 206: UNDERWRITING AND SALE Dresdner Klei
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OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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