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

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(5.5) Equity 12-31-2000 E37,134,409.47 12-31-1999 E12,147,948.66 12-31-2000 12-31-1999 E E Capital stock 34,050,000.00 256,561.92 Additional paid-in capital 3,577,668.00 6,047,049.08 Pro forma net earnings/(accumulated deficit) (493,258.53) 5,844,337.66 37,134,409.47 12,147,948.66 In the pro forma consolidated statements as of December 31, 2000, capital consolidation was effected pro forma for comparability reasons, cf. Note (3). For the movement of equity items, see the statement of changes in equity. (5.6) Accruals 12-31-2000 E20,449,001.92 12-31-1999 E10,253,350.58 10-1-1999 Utilization Release Addition 12-31-1999 E E E E E Tax accruals 868,897.12 0.00 0.00 454,617.22 1,323,514.34 Sundry accruals contract-related 5,734,347.83 267,405.65 0.00 2,269,102.59 7,736,044.77 personnel-related 1,206,553.14 525,124.48 31,131.54 160,238.34 810,535.46 remaining 393,326.42 21,830.12 0.00 11,759.71 383,256.01 8,203,124.51 814,360.25 31,131.54 2,895,717.86 10,253,350.58 10-1-2000 Utilization Release Addition 12-31-2000 E E E E E Pension accruals 0.00 0.00 0.00 148,759.86 148,759.86 Tax accruals 3,179,384.71 0.00 442,807.90 1,130,234.74 3,866,811.55 Sundry accruals contract-related 13,618,106.54 3,510,381.82 127,000.00 2,726,788.05 12,707,512.77 personnel-related 1,479,106.35 537,199.90 25,053.30 897,056.84 1,813,909.99 remaining 1,419,490.94 69,642.03 0.00 562,158.84 1,912,007.75 19,696,088.54 4,117,223.75 594,861.20 5,464,998.33 20,449,001.92 The tax accruals provide for accrued real-estate, municipal-trade and corporate-income tax liabilities. The sundry accruals, recognized in accordance with and required by IAS 37, provide for obligations that exist at the legal or economical level, whose settlement will probably result in an outflow of resources embodying economic benefits, and whose amount can be determined reliably. Discounting was waived for lack of materiality. The contract-related accruals refer to flat-rate and specific warranties, follow-up costs, and penalties, while the personnel-related accruals substantially provide for accrued vacation and leave, profit shares and Workers Compensation Insurance premiums. The remaining sundry accruals refer to liabilities accrued for invoices not yet received, for annual closing and audit costs, Taifun AG’s IPO costs of kE223, and litigation risks. A letter of release was obtained for certain litigation risks. F-52
(5.7) Future payables under l/t construction contracts 12-31-2000 E0.00 12-31-1999 E475,695.74 The line reflects the losses from work in process at December 31, 1999, accounted for according to the PoC method (IAS 11). (5.8) Due to Babcock Borsig Group companies 12-31-2000 E74,451,697.00 12-31-1999 E33,117,424.40 12-31-2000 12-31-1999 kE kE Borsig Energy GmbH 82.8 90.5 Babcock Borsig AG 72,528.8 23,033.2 BDAG Balcke-Dürr Aktiengesellschaft 43.0 281.2 Flender AG 0 3,271.8 Babcock Giesserei GmbH 593.1 1,899.4 Loher AG 0 1,972.6 Omnical GmbH 771.5 1,748.1 Babcock Versicherungs Vermittlungs GmbH 7.7 725.5 Other 424.8 95.1 74,451.7 33,117.4 The accounts due to Babcock Borsig Group companies substantially reflect the debit balance of funds made available by Babcock Borsig AG through the intercompany clearing account. As of December 31, 2000, the clearing account debit balance came to kE72,528.8 (up from kE23,033.2 at December 31, 1999). (5.9) Contingent liabilities No contingent liabilities existed in the periods under review. (5.10) Other Financial Obligations Breakdown of the other financial obligations: 12-31-2000 2,535,661.06 12-31-1999 2,665,293.13 Maturity 1 year 1-5 years Total kE kE kE Obligations under leases as of 12-31-2000 1,400.9 1,134.7 2,535.6 as of 12-31-1999 1,087.5 1,577.8 2,665.3 F-53
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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
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corporation income tax a special ta
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or a refund of the amount by which
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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 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: (5.2) Inventories 12-31-2000 E 38,0
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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