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

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NOTES to the pro forma CONSOLIDATED INTERIM STATEMENTS with selected explanatory disclosures according to IAS 34 for the 3-month period ended December 31, 2000 (1) Group definition The Taifun Group, whose Oberhausen, Germany, based parent is Taifun AG, develops, manufactures and markets wind turbines. For details of the operations of the Taifun Group’s sole division, Wind Energy, reference is made to the segment report. In view of Taifun AG’s proposed IPO in fiscal 2000/01, we prepared (combined) pro forma consolidated financial statements for the fiscal years 1997/98, 1998/99, and 1999/2000 in accordance with the provisions of the International Accounting Standards (IAS). In connection with the applicable accounting obligations and in derogation of the de facto economic situation, we presented pro forma consolidated interim statements for the 3 months ended December 31, 2000, in accordance with IAS 34. For comparative purposes, we used for the like-for-like (LFL) prior-year quarter (10-1 to 12-31- 1999) figures based on statistical data. The pro forma consolidated interim statements for the 3-month period ended December 31, 2000 (‘‘First Quarter for Fiscal Year 2000/2001’’), conform in every material respect with the provisions of the International Accounting Standards. The prerequisites for preparing consolidated accounts under the terms of IAS 22 and 27 will not be met until early 2001 since this period only will see the inception of Taifun AG’s business operations. Until then, its subsidiaries are organizationally fully integrated in Borsig Energy GmbH and included in the group of BDAG Balcke-Dürr AG. The pro forma consolidated interim statements for the 3-month period ended December 31, 2000, were developed from the included companies’ separate annual accounts (restated according to IAS) with due regard to the necessary consolidation entries and to balance sheet continuity versus the (combined) IAS-based pro forma consolidated financial statements as of September 30, 2000. The financial statements, prepared in DM, were transformed into euros (E) at the final official rate of E1.00 = DM 1.95583. The same approach was adopted to develop the accounting figures for the LFL quarter, viz. First Quarter for Fiscal Year 1999/2000. The recognition, disclosure and valuation rules required by IAS were applied, including the consistency principle. The accounting and valuation methods used in the pro forma consolidated interim statements were throughout the same as those adopted and applied by Taifun AG. The accounting and currency translation methods adopted for the (combined) pro forma consolidated financial statements for the fiscal year ended September 30, 2000, were consistently applied to these interim accounts. New insights acquired by the date the pro forma consolidated interim statements were prepared are duly reflected. With a view to optimizing comparability with the future actual situation within the Taifun Group (meantime the Nordex Group), the cost allocations and apportioned group fees charged in the 3-month period under review to the subsidiaries were eliminated from quarterly net income and replaced by imputed future personnel and administrative expenses of today’s Nordex AG (formerly Taifun AG), duly accounting for the tax effects. In order to prevent fictitious changes in the pro forma group equity, the income statements were adjusted in the lines after quarterly net income by inserting an item headed, ‘‘adjustment for pro forma group fee apportionment and imputed taxes.’’ The subsidiaries’ prorated P/L carryovers from the (combined) IAS-based pro forma consolidated financial statements and their pro rata temporis (p.r.t.) results for the quarter ended December 31, 2000, were eliminated under the pro forma capital consolidation within the profit appropriation account of the income statement where the quarterly net income was developed into the pro forma quarterly net earnings. The pro forma net earnings do not represent the retained earnings under the terms of Art. 268(19 German Commercial Code (‘‘HGB’’). Goodwill amortization has not been disclosed, cf. Note (3) hereinbelow. F-46
The restatements made to reconcile the financial-accounting net income in the interim accounts as of December 31, 2000, and the figures as of December 31, 1999, to each period’s pro forma group net income and pro forma net earnings of the group according to IAS present the following picture: First Quarter for Fiscal Year 2000/2001 First Quarter for Fiscal Year 1999/2000 E E Preconsolidation quarterly net income/(loss) acc. to HGB (408,274.32) 1,244,048.68 Development costs capitalized according to IAS 38 853,763.66 115,418.68 Recognition of public grants according to IAS 20 18,030.13 0.00 Application of the PoC method according to IAS 11 839,745.61 (2,499,950.98) Elimination of general allowances for doubtful accounts 0.00 (6,525.74) Release of future payables under l/t construction contracts 0.00 114,401.56 Provision for deferred taxes according to IAS 12 (329,948.95) 790,722.78 Accounting in a group dimension for capital leases according to IAS 17 61,833.64 61,833.64 Elimination of intercompany profits according to IAS 27 37,615.74 10,231.57 Adjustment for group fee apportionment for improved comparability, net (1,094,500.00) (672,500.00) Imputed taxes on the net of adjusted group fee apportionment and P&L transfer 0.00 122,150.09 Imputed taxes on adjustment for group fee apportionment 442,006.88 0.00 Pro forma quarterly group net income/(loss) acc. to IAS 420,272.39 (720,169.72) Transfer of HGB-based profit to Borsig Energy GmbH under P&L transfer agreements (243.52) (370,030.53) Elimination of imputed taxes and group fee apportionment 652,493.13 550,349.91 IAS profit carryover from prior year 9,660,374.79 6,384,188.00 Elimination of the subsidiaries’ IAS profit carryover and of their quarterly net income/loss as of 12-31-2000 due to pro forma capital consolidation (11,226,155.32) 0.00 Pro forma group net earnings/(accumulated deficit) according to IAS (493,258.53) 5,844,337.66 (2) Consolidation group For comparison, the pro forma consolidated interim statements for the 3-month period ended December 31, 2000, include besides Taifun AG (today: Nordex AG) as the future parent all subsidiaries over which Taifun AG can exercise a controlling influence as and when the group structure has de facto materialized in early 2001. In the quarters ended December 31, 2000 and 1999, the group of consolidated companies comprised the following German subsidiaries: Share capital Share capital 12-31-2000 12-31-1999 E E Taifun AG (today Nordex AG), Oberhausen 34,050,000.00 — Nordex Energy GmbH, Ostseebad Rerik (formerly Nordex GmbH) 54,000.00 53,174.36 NPV Planung und Vertrieb GmbH, Bad Essen (formerly Nordex Planungs- und Vertriebsgesellschaft mbH) 52,000.00 51,129.19 Nordex Automation GmbH, Oberhausen (formerly Babcock Prozessautomation GmbH) 103,000.00 102,258.37 Südwind Energy GmbH, Oberhausen (formerly Südwind Borsig Energy GmbH) 25,000.00 25,000.00 Nordex Rotor GmbH, Rostock (formerly Borsig Rotortechnik GmbH) 25,000.00 25,000.00 The consolidation group changed versus the LFL quarter 1999 through the addition of Taifun AG, which was organized on August 25, 2000. The interperiod comparability is mainly affected by the acquisition by Taifun AG of the stakes in its future subsidiaries from the legal predecessors Borsig Energy GmbH and Nordvest A/S. In its interim accounts as of December 31, 2000, Taifun AG shows financial assets of E37,580,106.07. In all other respects, Taifun AG’s addition to the consolidation group did not materially bias comparability. F-47
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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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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 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: Pro forma STATEMENT OF CHANGES IN E
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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