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

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procedure described for the preparation of the pro forma consolidated interim statements would enter into consideration, the results of operations in the future IAS-based consolidated accounts to be prepared by Nordex AG might according to the values at January 1, 2001, be on this basis burdened with a maximum annual goodwill amortization of (netted) kE1,337. Such goodwill would amount to kE20,048 and, assuming a 15-year period of benefit, be amortized over this range. Alternatively, discounting the allocation of hidden reserves and after offset against reserves, the initially resulting goodwill would amount to approx. kE5,113 and the corresponding goodwill amortization to around kE358. Intercompany balances (receivables, payables, income, expenses, gains, losses) and intercompany profits were eliminated according to IAS in the pro forma consolidated interim statements. With a view to ensuring optimum comparability of the pro forma consolidated interim statements as of December 31, 2000, with the future actual situation in the Nordex Group, the group fees apportioned and posted in the quarter under review by Babcock Borsig Group companies were eliminated from net income and replaced by imputed future pro forma personnel and administrative expenses of Nordex AG, with due regard to the ensuing imputed tax effects. In the profit appropriation account below quarterly net income, such adjustments were reversed to develop pro forma net earnings in order to avoid any fictitious changes in pro forma group equity. Moreover, the proposed direct-control and/or profit and loss transfer agreements to be signed by and between the consolidated subsidiaries and Nordex AG underlay the pro forma consolidated interim statements as of December 31, 2000, as did their anticipated tax implications and effects. In accordance with our engagement, we reviewed the IAS-based pro forma consolidated interim statements for the 3-month period ended December 31, 2000, comprising Taifun AG’s pro forma consolidated balance sheet, pro forma consolidated income statement, pro forma consolidated statement of cash flows, pro forma statement of changes in shareholders’ equity, and the pro forma notes thereto. The preparation of the quarterly accounts in accordance with IAS is the responsibility of the Company’s legal representatives. Our responsibility is, based on our review, to issue a certificate thereon. We reviewed the pro forma consolidated interim statements as of December 31, 2000, in accordance with the standards generally accepted in Germany for the review of financial statements as established by Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW). Said standards require that we plan and perform the review to obtain moderate assurance about whether anything has come to our attention that causes us to believe that the pro forma consolidated interim statements have not been prepared, in all material respects, in accordance with the applied accounting principles. A review consists principally of inquiries of company personnel and analytical procedures and, therefore, is substantially less in scope than a statutory audit, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, and in line with our engagement, we cannot and do not express such an opinion. Based on our review, we certify that, except for entry timing differences in the clearing accounts of Babcock Borsig AG, nothing has come to our attention that causes us to believe that the pro forma consolidated interim statements for the 3-month period ended December 31, 2000, do not present a true and fair view of the net assets, financial position and results of operations or have not been prepared, in all material respects, in accordance with the applied accounting principles. F-62
Owing to the accounting system having been converted to SAP R/3 in the like-for-like quarter 1999, the financial data prepared by the Company for First Quarter for Fiscal Year 1999/2000 is based on statistical surveys by the Company. We did not review such financial data and disclosures as of December 31, 1999. Cologne, February 27, 2001 (Dr. Scheur) Wirtschaftsprüfer BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (Siebert) Wirtschaftsprüfer F-63
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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
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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 and 172: F-59 Combined fixed asset analysis
Page 173: INDEPENDENT AUDITOR’S CERTIFICATE
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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