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

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F-60 Balance at 1.10.2000 pro forma Combined fixed asset analysis of the pro forma group as at December 31, 2000 Additions pro forma Investment grant received in fiscal 1999/2000 pro forma Book transfers pro forma Disposals pro forma Gross value Amortization/depreciation/write-down Net values Balance at 31.12.2000 pro forma E E E E E E E E E E E E E Intangible assets Concessions, franchises, industrial property and similar rights as well as licences thereto 6,942,814.21 1,190,690.41 0.00 0.00 0.00 8,133,504.62 2,388,531.80 1,169,565.18 0.00 0.00 3,558,096.98 4,575,407.64 4,554,282.41 Pro forma goodwill 0.00 20,047,901.67 0.00 0.00 0.00 20,047,901.67 0.00 0.00 0.00 0.00 0.00 20,047,901.67 0.00 Prepayments or intangibles 1,270,960.32 230,638.38 0.00 0.00 0.00 1,501,598.70 0.00 0.00 0.00 0.00 0.00 1,501,598.70 1,270,960.32 Property, plant and equipment 8,213,774.53 21,469,230.46 0.00 0.00 0.00 29,683,004.99 2,388,531.80 1,169,565.18 0.00 0.00 3,558,096.98 26,124,908.01 5,825,242.73 Land and buildings 3,438,111.55 141,303.24 0.00 0.00 826,878.10 2,752,536.69 379,452.76 47,056.53 0.00 24,133.09 402,376.20 2,350,160.49 3,058,658.79 Production, plant and machinery Other plant, factory and office 4,588,981.52 160,038.47 0.00 0.00 21,378.91 4,727,641.08 1,070,280.75 160,518.24 0.00 4,819.51 1,225,979.48 3,501,661.60 3,518,700.77 equipment Prepayment on property, plant and equipment and 5,042,011.54 1,017,017.12 0.00 19,585.93 77,336.55 6,001,278.04 1,643,659.50 374,781.05 18,142.46 24,945.67 2,011,637.34 3,989,640.70 3,398,352.04 construction in progress 4,662,885.52 191,301.74 0.00 -1,089.05 0.00 4,853,098.21 0.00 0.00 0.00 0.00 0.00 4,853,098.21 4,662,885.52 Financial assets Shares in unconsolidated Group 17,731,990.13 1,509,660.57 0.00 18,496.88 925,593.56 18,334,554.02 3,093,393.01 582,355.82 18,142.46 53,898.27 3,639,993.02 14,694,561.00 14,638,597.12 companies 222,330.78 0.00 0.00 0.00 0.00 222,330.78 0.00 0.00 0.00 0.00 0.00 222,330.78 222,330.78 Investments 760,784.92 0.00 0.00 0.00 0.00 760,784.92 0.00 0.00 0.00 0.00 0.00 760,784.92 760,784.92 983,115.70 0.00 0.00 0.00 0.00 983,115.70 0.00 0.00 0.00 0.00 0.00 983,115.70 983,115.70 26,928,880.36 22,978,891.03 0.00 18,496.88 925,593.56 49,000,674.71 5,481,924.81 1,751,921.00 18,142.46 53,898.27 7,198,090.00 41,802,584.71 21,446,955.55 Low value assets added and immediately written-off within the fiscal year are deemed to have been disposed of in the same year. Balance at 1.10.2000 pro forma Disposals pro forma Reduction in investment grant/book transfers Disposals pro forma Balance at 31.12.2000 pro forma Balance at 31.12.2000 pro forma Balance at 30.09.2000 pro foram
INDEPENDENT AUDITOR’S CERTIFICATE OF REVIEW The operations of the Taifun (now Nordex) Group were in the past conducted partly within legally independent entities, partly in unincorporated divisions of certain group companies of Borsig Energy GmbH, Oberhausen, and included in the group accounts of BDAG Balcke-Dürr AG, Ratingen. Taifun AG (today’s Nordex AG) prepared pro forma consolidated interim statements for the 3-month period ended December 31, 2000 (‘‘First Quarter for Fiscal Year 2000/2001’’), which include the entities now owned by Nordex AG (formerly Taifun AG). The accounting and other transactions are explained in greater detail in the notes to the pro forma consolidated interim statements of Taifun AG. In the quarter under review, the pro forma consolidated interim statements of Taifun AG as of December 31, 2000, included apart from Nordex Automation GmbH, Oberhausen (formerly Babcock Prozessautomation GmbH, Wind Energy division), also NPV Planung und Vertrieb GmbH, Bad Essen (formerly Nordex Planungs- und Vertriebsgesellschaft mbH), Südwind Energy GmbH, Oberhausen (formerly Südwind Borsig Energy GmbH), Nordex Rotor GmbH, Rostock (formerly Borsig Rotortechnik GmbH), and Nordex Energy GmbH, Rerik (formerly Nordex GmbH). Previously, the operations of Babcock Prozessautomation GmbH, Oberhausen (‘‘BPA’’), comprised the two divisions (business segments) of Power Plants and Wind Energy. As of October 1, 2000, Power Plants was spun off and BPA with the remaining Wind Energy division contributed as of December 14, 2000 (date of Commercial Register entry) to Taifun AG, a company organized on August 25, 2000. Babcock Prozessautomation GmbH with its remaining, Wind Energy, division was renamed Nordex Automation GmbH, Oberhausen, as of November 20, 2000. Subsidiaries of Nordex Energy GmbH, Rerik, were not included in the consolidation group since their impact on the Taifun Group’s net assets, financial position and results of operations was insignificant. Another investee of Nordex Energy GmbH, Rerik, was stated at amortized cost according to IAS as any influence on the investee’s business and financial policies could be safely ruled out. The interim (quarterly) accounts of companies included in the pro forma consolidated interim statements as of December 31, 2000, were prepared in accordance with the accounting regulations of the German Commercial Code. In line with our engagement, we reviewed the interim accounts of such consolidated subsidiaries for the 3-month period ended December 31, 2000. Our review included assessing such quarterly accounts by obtaining information and audit evidence through inquiries and analytical audit procedures. Our review did not cover the contents of the consolidated subsidiaries’ accounting systems. For preparing the pro forma consolidated interim statements, the separate quarterly accounts for the 3-month period ended December 31, 2000, were substantially restated to conform with IAS in accordance with groupwide uniform accounting principles. The companies were consolidated in the pro forma consolidated interim statements as of December 31, 2000, in accordance with IASC rules mainly as follows and as described in greater detail in the notes thereto: The IAS require that initial capital consolidation be made as of the date of acquisition, which is defined as the date at which control over net assets and business operations of the companies included in the consolidation group actually passes to Taifun AG (now Nordex AG) as transferee. These prerequisites were met in early 2001 only. Since Taifun AG was required to account for the shares in said subsidiaries already as of December 31, 2000, capital consolidation was effected pro forma and pro forma goodwill disclosed in order to present an as true as possible view of the net assets at December 31, 2000. For the time being, potential hidden reserves and burdens did not enter into consideration. Since, when the individual subsidiaries were transferred and contributed to Taifun AG, this nonmonetary transaction constituted merely a restructuring process within the Babcock Borsig Group, the investment book values carried in Taifun AG’s balance sheet underlay pro forma capital consolidation. No amortization, primarily of a potential goodwill, due to the pro forma capital consolidation was charged to income for reasons of comparability with the (combined) pro forma consolidated financial statements. The Company is presently testing the components of the resultant difference (net equity under cost) for future accounting treatment. Provided that no different allocation or offset in comparison with the F-61
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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
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Financial information (Combined) Pr
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Assets (Combined) pro forma CONSOLI
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(Combined) pro forma CONSOLIDATED I
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(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 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: F-59 Combined fixed asset analysis
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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