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

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turbine. When the power output is too high, the controller sends a command to the blade pitch mechanism which immediately pitches (turns) the d rotor blades slightly d out of the wind. Conversely, the blades are turned back into the wind whenever the wind drops again. It must therefore be possible to turn the rotor blades around their longitudinal axis. On a pitch-regulated wind turbine, the controller will pitch the blades every time the wind changes; this ensures that the rotor blades are always at the optimum angle in order to maximise output. Due to the complex technology involved, pitch-regulated turbines require greater investment than stall technology. ‘‘Plug and play’’ assembly IT term meaning the assembly of a device or machine from components without the need for engineering. Power curve A turbine’s power curve shows the relationship between electric power output and wind speed. Power regulation Principles which govern the operation of a wind turbine, e.g. defining the cut-in speed, the speed at which electricity is produced or the speed at which it is turned out of the wind. Renewable energy sources see d alternative energy sources Retail fund A standardized form of asset management by an investment company. In contrast to individual portfolio management, the investor has no influence on management and investment strategy. The corporation is only bound to observe legal regulations and its self-imposed investment guidelines. Rotation range The difference, given as a percentage, between the cut-out speed and the cut-in speed. Rotor area The area swept out by the rotor during operation. The larger the rotor diameter, the greater the swept area and therefore the output. Rotor blades The rotating wings of a turbine which are driven directly by the wind. Rotor hub The part of the wind turbine to which the rotating rotor blades are attached. The hub is situated in the middle of the rotor and connects this to the generator armature via the shaft and in some cases a gear. Rotor shaft A machine component which transmits the rotor’s motion to a gear or to the generator armature. Shaft A machine component which transmits the rotor’s motion to a fixed gear, which is in turn connected to the generator armature. Also called rotor shaft. Stalling A physical situation which stops the rotor’s motion. Stalling occurs when the angle of the rotor blade to the directions of the wind is too acute. The lift force on the rotor increases with the angle of the blade to the direction of the wind up to a certain point, at which turbulence occurs on the surface facing away from the wind. This turbulence causes the rotor to slow or stop. G-4
Stall-regulated wind turbine Stall-regulated wind turbines have d rotor blades bolted onto the d hub at a fixed angle. The geometry of the rotor blade profile has been aerodynamically designed to ensure that when the wind speed becomes too high, it creates turbulence on the side of the rotor blade which is not facing the wind. This d stalling prevents the lifting of the rotor blade from acting on the rotor. The basic advantage of stall regulation is that there is no need for moving parts in the rotor itself, or a complex control system. On the other hand, stall regulation represents a very complex aerodynamic system which also presents many challenges with regard to the structural dynamics of the whole turbine, e.g. avoiding stall-induced vibrations. Stall regulation is more simple than pitch regulation and is therefore cheaper. Approximately two thirds of the wind turbines currently being installed worldwide are stall-regulated. Supply management The Company’s organization and administration of supply and inventory management for turbine components. Turn out of the wind Turning the turbine so that the rotor blades are no longer perpendicular to the wind direction. This is mainly used for maintenance work. Variable-speed wind turbine Variable speed turbines can be operated with variable rotor speeds. This allows a better adjustment to the wind speed and increased exploitation of the kinetic energy of the wind (d asynchronous generator and d inverter). Volt (V) Unit of electric potential. 1,000 V = 1 kV Voltage peaks Voltage peaks occur when the rotation speed of a turbine is too high. At nominal rotation speed and nominal output, the generator produces the nominal voltage. If the rotation speed is too high, voltage peaks occur which can lead to faults. Wind energy The energy converted from the kinetic energy of the air. Wind farm Several wind turbines in the same place. This, in particular simplifies service. Wind regime A classification of locations according to strength of wind. A location where a certain wind strength is predominant will belong to the corresponding wind regime. G-5
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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
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(6.7) Amortization/depreciation 199
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A detailed breakdown of income taxe
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Primary segment report The Wind Ene
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F-29 (Combined) fixed-asset analysi
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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 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: Medium voltage A type of voltage. T
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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