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

Entitlement
to dividends:
exchangeable for shares of the Company or which represent the
right to receive shares of the Company, in particular (i) to utilize
authorized capital or (ii) propose a capital increase to the
General Shareholders’ Meeting, nor (b) to conclude any
transactions (including derivatives transactions) that have the
same economic effect as a sale of the Company’s shares, without
the prior written approval of Dresdner Bank, which can only be
withheld for good cause.
The Selling Shareholders have also agreed, for a period of 12
months commencing on the first day of trading of the Offered
Shares on the Neuer Markt, to (a) neither initiate nor approve the
measures named in the preceding paragraph and to (b) neither
directly nor indirectly offer, sell or market the shares of the
Company remaining in their possession or other securities that
are convertible into or exchangeable for shares of the Company
or which represent the right to receive shares of the Company
(or any other transactions that have the same economic effect
as a sale, including derivatives transactions), without the prior
written approval of Dresdner Bank, which can only be withheld
for good cause.
This agreement (the ‘‘Lock-up Agreement’’) does not apply to (i)
the Company’s capitalization measures, which the Frankfurt
Stock Exchange has exempted from the lock-up according to
Section 7.3.9 of the rules and regulations of the Neuer Markt or
to (ii) the sale of shares of the Company by the Selling
Shareholders to one or more strategic investors, insofar as the
purchasers subject themselves to the lock-up for the remainder
of the term of the Lock-up Agreement.
The Offered Shares have full dividend rights from the fiscal year
2000/2001 (i.e., as of October 1, 2000).
Voting rights: Each Nordex share entitles the holder to one vote at the General
Shareholders’ Meeting.
Payment and delivery: The delivery of the shares, in book-entry form, against payment
of the Offer Price plus the usual securities commission is
expected to be made on April 4, 2001 through Clearstream
Banking AG, Frankfurt am Main.
Designated Sponsors
for the Neuer Markt:
German Securities
Code Number (WKN):
10
Dresdner Bank and Westdeutsche Landesbank Girozentrale.
The German Securities Code (WKN) for the shares admitted to
immediate trading is 587 357, the interim German Securities
Code (WKN) for the shares from the holdings of the Selling
Shareholders that are subject to the Lock-up Agreement is
621 058. The ISIN-Code is DE 000 587 357 4.