OFFERING MEMORANDUM Global Offering of up to ... - Nordex
OFFERING MEMORANDUM Global Offering of up to ... - Nordex
OFFERING MEMORANDUM Global Offering of up to ... - Nordex
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
procedure described for the preparation <strong>of</strong> the pro forma consolidated interim statements would enter<br />
in<strong>to</strong> consideration, the results <strong>of</strong> operations in the future IAS-based consolidated accounts <strong>to</strong> be<br />
prepared by <strong>Nordex</strong> AG might according <strong>to</strong> the values at January 1, 2001, be on this basis burdened<br />
with a maximum annual goodwill amortization <strong>of</strong> (netted) kE1,337. Such goodwill would amount <strong>to</strong><br />
kE20,048 and, assuming a 15-year period <strong>of</strong> benefit, be amortized over this range. Alternatively,<br />
discounting the allocation <strong>of</strong> hidden reserves and after <strong>of</strong>fset against reserves, the initially resulting<br />
goodwill would amount <strong>to</strong> approx. kE5,113 and the corresponding goodwill amortization <strong>to</strong> around<br />
kE358.<br />
Intercompany balances (receivables, payables, income, expenses, gains, losses) and intercompany<br />
pr<strong>of</strong>its were eliminated according <strong>to</strong> IAS in the pro forma consolidated interim statements.<br />
With a view <strong>to</strong> ensuring optimum comparability <strong>of</strong> the pro forma consolidated interim statements as <strong>of</strong><br />
December 31, 2000, with the future actual situation in the <strong>Nordex</strong> Gro<strong>up</strong>, the gro<strong>up</strong> fees apportioned<br />
and posted in the quarter under review by Babcock Borsig Gro<strong>up</strong> companies were eliminated from net<br />
income and replaced by imputed future pro forma personnel and administrative expenses <strong>of</strong> <strong>Nordex</strong><br />
AG, with due regard <strong>to</strong> the ensuing imputed tax effects. In the pr<strong>of</strong>it appropriation account below<br />
quarterly net income, such adjustments were reversed <strong>to</strong> develop pro forma net earnings in order <strong>to</strong><br />
avoid any fictitious changes in pro forma gro<strong>up</strong> equity. Moreover, the proposed direct-control and/or<br />
pr<strong>of</strong>it and loss transfer agreements <strong>to</strong> be signed by and between the consolidated subsidiaries and<br />
<strong>Nordex</strong> AG underlay the pro forma consolidated interim statements as <strong>of</strong> December 31, 2000, as did<br />
their anticipated tax implications and effects.<br />
In accordance with our engagement, we reviewed the IAS-based pro forma consolidated interim<br />
statements for the 3-month period ended December 31, 2000, comprising Taifun AG’s pro forma<br />
consolidated balance sheet, pro forma consolidated income statement, pro forma consolidated<br />
statement <strong>of</strong> cash flows, pro forma statement <strong>of</strong> changes in shareholders’ equity, and the pro forma<br />
notes there<strong>to</strong>. The preparation <strong>of</strong> the quarterly accounts in accordance with IAS is the responsibility <strong>of</strong><br />
the Company’s legal representatives. Our responsibility is, based on our review, <strong>to</strong> issue a certificate<br />
thereon.<br />
We reviewed the pro forma consolidated interim statements as <strong>of</strong> December 31, 2000, in accordance<br />
with the standards generally accepted in Germany for the review <strong>of</strong> financial statements as established<br />
by Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW).<br />
Said standards require that we plan and perform the review <strong>to</strong> obtain moderate assurance about<br />
whether anything has come <strong>to</strong> our attention that causes us <strong>to</strong> believe that the pro forma consolidated<br />
interim statements have not been prepared, in all material respects, in accordance with the applied<br />
accounting principles. A review consists principally <strong>of</strong> inquiries <strong>of</strong> company personnel and analytical<br />
procedures and, therefore, is substantially less in scope than a statu<strong>to</strong>ry audit, the objective <strong>of</strong> which is<br />
the expression <strong>of</strong> an opinion regarding the financial statements taken as a whole. Accordingly, and in<br />
line with our engagement, we cannot and do not express such an opinion.<br />
Based on our review, we certify that, except for entry timing differences in the clearing accounts <strong>of</strong><br />
Babcock Borsig AG, nothing has come <strong>to</strong> our attention that causes us <strong>to</strong> believe that the pro forma<br />
consolidated interim statements for the 3-month period ended December 31, 2000, do not present a<br />
true and fair view <strong>of</strong> the net assets, financial position and results <strong>of</strong> operations or have not been<br />
prepared, in all material respects, in accordance with the applied accounting principles.<br />
F-62