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

The Offering
General Information
The 18,000,000 New Shares from the capital increase against cash contributions resolved by the
Ordinary General Shareholders’ Meeting on February 21, 2001, for which Selling Shareholders’ statutory
subscription rights were excluded, and the 13,300,000 bearer shares from the holdings of Selling
Shareholders, of which 10,636,305 are from the holdings of Borsig Energy GmbH and 2,663,695 are
from the holdings of Nordvest A/S and – to the extent that the Over-allotment Option is exercised – up
to 4,700,000 Option Shares (of which up to 3,758,694 are from the holdings of Borsig Energy AG and
up to 1,941,306 are from the holdings of Nordvest A/S) were offered for sale without obligation by the
Managers under the leadership of Dresdner Bank and Westdeutsche Landesbank Girozentrale as Joint
Lead Managers and by BHF-BANK Aktiengesellschaft, COMMERZBANK Aktiengesellschaft and
Bayerische Hypo-und Vereinsbank Aktiengesellschaft (the ‘‘Managers’’) during the Offer Period from
March 20, 2001 to March 30, 2001 in the Federal Republic of Germany by way of a public offering and
outside the Federal Republic of Germany and the United States by way of an international private
placement in reliance on Regulation S of the Securities Act and to institutional investors (qualified
institutional buyers) in the United States to non-U.S. persons by way of a private placement in reliance
on Rule 144A in the context of a bookbuilding process within a Price Range of E9 to E11.50 per offered
share, following a reduction of the Price Range from E11 to E14 per offered share. The Price Range
was initially announced on March 19, 2001 during a press conference at Dresdner Bank and published
in the Frankfurter Allgemeine Zeitung on March 20, 2001 and subsequently in the Bundesanzeiger
(German Federal Gazette). The reduction of the Price Range was published on March 27, 2001 in the
Frankfurter Allgemeine Zeitung and subsequently in the Bundesanzeiger.
Purchase offers were accepted for whole shares only, in quantities of at least 50 shares, and could be
submitted without a limit or with limits denominated in 25 cents, 50 cents, 75 cents or whole euro
amounts within the applicable Price Range. Unlimited purchase offers were treated as limited purchase
offers at the upper end of the Price Range. Upon submission of their purchase offers, prospective
investors obligated themselves to purchase shares at a price below their price limit. The Offer Price of
E9 per offered share, at which the 18,000,000 New Shares and the 13,300,000 shares from the
holdings of the Selling Shareholders and – if the Over-allotment Option is exercised – the 4,700,000
Option Shares will be settled was determined on March 30, 2001 on the basis of purchase offers
received by the end of the Offer Period. The Offer Price is expected to be published in the Frankfurter
Allgemeine Zeitung on April 2, 2001 and subsequently in the Bundesanzeiger. Purchase offers were
received without obligation by the Managers during normal business hours and subject to the entry
into the commercial register of the capital increase against cash contributions. In particular, in the
event that the number of Offered Shares is insufficient to cover all purchase orders at the Offer Price,
the Managers reserve the right to reject purchase orders, in whole or in part. Investors who have
submitted a bid through one of the Managers may obtain information on the number of shares
allocated to them from that Manager as from April 2, 2001.
Dresdner Bank has been granted an Over-allotment Option to acquire up to 4,700,000 shares loaned by
the Selling Shareholders to cover the Over-allotment Option in full or in part on the same terms
applying to the 31,300,000 Offered Shares within 30 calendar days following the commencement of
trading of the Offered Shares on the Neuer Markt of the Frankfurt Stock Exchange.
The 18,000,000 New Shares were acquired by Dresdner Bank in exchange for payment of their issue
price of E1.00 per share, for the account of the Managers, with the obligation to ensure their
placement at the Offer Price.
The difference between the issue price and the Offer Price of the 18,000,000 New Shares less the
commission and expenses of the Managers to be borne by the Company, will be paid to the Company
(see ‘‘—Use of Proceeds’’). The proceeds from the offer of the 13,300,000 shares from the holdings of
Selling Shareholders and the up to 4,700,000 Option Shares made available as a loan from the holdings
of the Selling Shareholders – if the Over-allotment Option is exercised – will be paid to the Selling
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