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

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Intangible assets Cost (carryover) Additions Fixed-asset analysis Investment grant received in 1999/2000 Book transfers Disposals Accumul. amortiz./ depreciation/ write-down Book value at 9-30-2000 Amortization and depreciation in fiscal year DM ’000 DM ’000 DM ’000 DM ’000 DM ’000 DM ’000 DM ’000 DM ’000 Concessions, franchises, industrial-property and similar rights and assets 1,804 294 87 611 85 1,344 1,193 444 Prepayments on intangibles 1,103 1,993 0 (611) 0 0 2,485 0 Tangible assets 2,907 2,287 87 0 85 1,344 3,678 444 Land, equivalents titles, and buildings (including on leased land) Developed land and equivalent titles 108 0 0 0 0 0 108 0 Commercial buildings 1,885 22 0 0 20 538 1,349 90 Other buildings 0 398 709 4,860 1,620 68 2,861 73 1,993 420 709 4,860 1,640 606 4,318 163 Production plant and equipment 7,337 774 0 0 5,936 1,148 1,027 1,059 Other plant, factory and office equipment 5,315 4,405 537 74 1,016 2,616 5,625 2,127 Prepayments on tangibles, construction in progress 594 4,805 0 (4,934) 0 0 465 0 Financial assets 15,239 10,404 1,246 0 8,592 4,370 11,435 3,349 Shares in group companies 457 38 0 0 60 0 435 0 Investments 1,056 432 0 0 0 0 1,488 0 F-74 1,513 470 0 0 60 0 1,923 0 19,659 13,161 1,333 0 8,737 5,714 17,036 3,793
AUDITOR’S OPINION We audited the annual accounts (including the accounting system) and management report prepared by NORDEX GmbH, Rerik, for the full fiscal year ended September 30, 2000. The accounting and preparation of the annual accounts and management report in accordance with German Commercial Code regulations are the responsibility of the Company’s Management Board. Our responsibility is, based on our audit, to express an opinion on the annual accounts (including the accounting system) and management report. We conducted our annual audit in accordance with the provisions of Art. 317 HGB and with due regard to generally accepted standards on the audit of financial statements as established by IDW, the Institute of Sworn Public Auditors in Germany. Those standards require that we plan and perform the audit to obtain reasonable assurance that any misstatement or fraud which has a material impact on the view of the net assets, financial position and results of operations as presented by the annual accounts in accordance with generally accepted accounting principles and by the management report is identified. When planning the audit procedures, knowledge and understanding of the Company’s business, its economic and legal environment as well as sources of potential errors are given due consideration. An audit includes examining, largely on a test basis, the internal control system’s effectiveness and the evidence supporting the amounts and disclosures in the accounting, annual accounts, and management report. An audit also includes assessing the accounting principles used, and significant estimates made, by the Company’s Management Board, as well as evaluating the overall presentation of the annual accounts and management report. We believe that our audit provides a reasonable basis for our opinion. Our audit did not result in any objections or exceptions. It is our opinion that the annual accounts, with due regard to accounting principles generally accepted in Germany, present fairly, in all material respects, the Company’s net assets, financial position and results of operations. The management report gives a true and fair view of the Company’s overall position and the risks inherent in its future development. Cologne, November 24, 2000 (Dr. Scheur) Wirtschaftsprüfer BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (Schmoller) Wirtschaftsprüfer F-75
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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.
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(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 and 184: (6) Liabilities Remaining term 1 ye
Page 185: Shareholdings Interest held Equity
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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