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

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(3) Personnel expenses 1999/2000 1998/99 DM ‘000 DM ‘000 Wages and salaries 26,353 17,224 Social security taxes 3,535 2,017 (4) Net interest result 29,888 19,241 1999/2000 1998/99 DM ‘000 DM ‘000 Other interest and similar income 1,032 1,941 – thereof from group companies DM 0.762 million (down from DM 1.752 million) Interest and similar expenses (4,372) (1,587) – thereof to group companies DM 2.689 million (up from DM 0.112 million) (3,340) 354 (5) Other operating expenses The other operating expenses include general business and administrative expenses not disclosable separately, as well as selling expenses. (6) Write-down in prior periods Due to the write-down charged in previous years at a total DM 0.851 million and the ensuing favorable impact on taxable income in future periods, we expect the annual tax burden to rise in the years ahead. (V) ADDITIONAL DISCLOSURES Headcount Breakdown of the Company’s average workforce: 1999/2000 1998/99 White-collar employees 155 108 Blue-collar employees 214 155 As of September 30, 2000, the Company had 405 employees (up from 319). Corporate boards Management Board members in fiscal 1999/2000: 369 263 Dipl.-Ing. Dr. Thomas Tschiesche, Oberhausen, Carsten Pedersen, Give, Denmark, and Dipl.-Ing. Theo Becker (as from March 1, 2000), Essen. The Management Board’s total compensation in fiscal 1999/2000 totaled DM 0.385 million. F-72
Shareholdings Interest held Equity Latest net income/ (net loss) in % in LCU ‘000 in LCU ‘000 Shares in group companies NORDEX Ibérica Borsig Energy S.A., Barcelona, Spain 100 Pts 10,000 Pts 912 NORDEX Hellas E.P.E., Athens, Greece 100 Dr 6,000 — 1 NORDEX Omnical Energy Services (Shanghai) Co. Ltd., Shanghai, PR China 100 US$ 200 Yuan (399) NORDEX USA Inc., United States 100 US$ 1 — 1 Investee Xian NORDEX Wind Turbine Co. Ltd., Xian, PR China 40 US$ 2,100 Yuan 0 1 Latest figures were not yet available. Group affiliation NORDEX GmbH is a group company of Babcock Borsig AG, Oberhausen, Germany. The Company’s annual accounts are included in the consolidated accounts of Babcock Borsig AG, Oberhausen, and of BDAG Balcke-Dürr AG, Ratingen. The consolidated accounts of Babcock Borsig AG will be filed with the Local Court of Oberhausen. Rerik, November 23, 2000 sgd. Dr. Thomas Tschiesche sgd. Theo Becker sgd. Carsten Pedersen F-73
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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
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In the years under review, the cons
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Since Taifun AG will not commence w
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The calculation of imputed taxes, t
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(5.2) Inventories 9-30-2000 E13,903
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(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 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: (6) Liabilities Remaining term 1 ye
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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