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

Taifun AG’s capital stock of E34,050,000.00, divided into 34,050,000 no-par shares at E1.00 each, was
held at December 31, 2000, by the following owners:
12-31-2000
E %
Borsig Energy GmbH, Oberhausen 27,407,500.00 80.49
Nordvest A/S, Give, Denmark 6,642,500.00 19.51
34,050,000.00 100.00
Nordex Energy GmbH (formerly Nordex GmbH) showed the following shares in subsidiaries (group
companies) as of December 31, 2000 and 1999:
Name
Registered
office
Book value
as of
12-31-2000 Interest in
Book value
as of
12-31-1999 Interest in
E1,000 (= kE) % kE %
Nordex Ibérica Borsig Energy S.A. Barcelona 15 100 15 100
Nordex Omnical Energy Services
(Shanghai) Co. Ltd. Shanghai 188 100 188 100
Nordex Hellas E.P.E. Greece 18 100 — —
Nordex USA Inc. United States 1 100 — —
In the 3-month period ended December 31, 1999, the stake in Ekter Eoliki A.E., Athens, was divested.
For lack of materiality, Nordex Energy GmbH’s aforesaid non-German subsidiaries were not
consolidated, which is in accordance with IASC Framework paragraph 12 in conjunction with
paragraphs 29, 30. Said foreign subsidiaries are responsible for handling Nordex Energy GmbH
contracts and providing local technological support. The shares in these subsidiaries were accounted
for at amortized cost in accordance with IAS 39.4 and IAS 39.66/67.
In addition, Nordex Energy GmbH has held since fiscal 1998/99 a 40% equity interest in XIAN Nordex
Wind Turbine Co. Ltd., Xian, PR China. Since the controlling shareholder is the Chinese government and
this investee is hence not controlled by Nordex Energy GmbH as defined in IAS 27.12, the investment
has neither been included in the consolidation group, nor has it been stated at equity under the terms
of IAS 28 since Nordex Energy GmbH does not have the power to participate in this investee’s financial
and operating policy decisions. Therefore, the investee is carried at amortized cost pursuant to the
financial instruments rules of IAS 39.4 and IAS 39.66/67. As of December 31, 2000 and 1999, the
investment book value amounted to kE760.8 and kE539.9, respectively.
The direct-control and profit and loss transfer agreements existing in the fiscal years 1997/98, 1998/99
and 1999/2000 between the then shareholder Borsig Energy GmbH and the subsidiaries NPV Planung
und Vertrieb GmbH (formerly Nordex Planungs- und Vertriebsgesellschaft mbH), Nordex Automation
GmbH (formerly Babcock Prozessautomation GmbH, Wind Energy division), Südwind Energy GmbH
(formerly Südwind Borsig Energy GmbH) and Nordex Rotor GmbH (formerly Borsig Rotortechnik GmbH)
will be terminated in fiscal 2000/01 with civil-law effect as from October 1, 2000. Corresponding
agreements will be made by and between today’s Nordex AG and the consolidated subsidiaries and
under these, Nordex AG will economically be entitled to the annual P/L of its subsidiaries as from
October 1, 2000.
The intercompany receivables, payables, income, gains, losses and expenses from P&L transfer
generated at the level of the subsidiaries and included in the pro forma consolidated interim
statements were eliminated in consolidation.
The fiscal year of Taifun AG and all its consolidated subsidiaries is a non-calendar year that commences
October 1 and closes September 30, 2000.
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