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

More documents

Recommendations

Info

This Offering Memorandum (the ‘‘Offering Memorandum’’) is for use exclusively in connection with the offer and sale of the Offered Shares to investors outside the Federal Republic of Germany. In connection with the Offering, no dealer, salesman or any other person has been authorized to give any information, or to make any representation, other than those contained in this Offering Memorandum, and, if given or made, such information or representation must not be relied upon as having been authorized by Nordex or any Manager. Neither the delivery of this Offering Memorandum at any time nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Nordex since the date hereof or that the information set forth herein is correct as of any date subsequent to the date hereof. No representation or warranty, express or implied, is made by the Managers as to the accuracy or completeness of the information contained herein. In making an investment decision, prospective investors must rely on their own examination of Nordex and the terms of the Offering, including the merits and risks involved. Any reproduction or distribution of this Offering Memorandum, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose, other than considering an investment in the Offered Shares offered hereby, is prohibited. Each offeree of the Offered Shares, by accepting delivery of this Offering Memorandum, agrees to the foregoing. This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, any Offered Shares to any person in any circumstances or in any jurisdiction in which it is unlawful to make such an offer, solicitation or sale. For a description of certain further restrictions on the offer and sale of the Offered Shares (see ‘‘The Offering — General Information’’). In addition, for a description of the transfer restrictions imposed, and the representations and acknowledgments that each person acquiring Shares will be deemed to make, with respect to the delivery of Offered Shares to investors in the Offering and in subsequent resales or other transfers, see ‘‘Notice to Investors’’. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. THE OFFERED SHARES OFFERED IN THE OFFERING HAVE NOT BEEN RECOMMENDED BY OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF OR IN THE UNITED STATES, NOR HAS ANY SUCH AUTHORITY REVIEWED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE UNDER THE LAWS OF THE UNITED STATES. No action has been or will be taken to permit a public offering in any jurisdiction other than Germany, where action would be required for that purpose. This Offering Memorandum may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. This Offering Memorandum has not been approved as an investment advertisement pursuant to section 57 of the Financial Services Act 1986 and may not be issued or passed on in the United Kingdom except to a person who is of a kind described in Article 11(3) of the Financial Services Act (Investment Advertisements) (Exemptions) Order 1996. Notice to New Hampshire Residents Neither the fact that a registration statement or an application for a license has been filed under this chapter with the state of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the state of New Hampshire constitutes a finding by the secretary of state that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption is available for a security or a transaction means that the secretary of state has passed in any way upon the merits or qualifications of or recommended or given approval to any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the provisions of this paragraph. S-2
Forward-looking Information This Offering Memorandum includes ‘‘forward-looking statements’’ within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts included in this Offering Memorandum, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company’s products), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Among the important factors that could cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, ‘‘Reorganization of the Nordex Group’’, ‘‘Organizational Structure, Accounting, Management of Growth’’, ‘‘Dependence on Outside Suppliers’’, ‘‘Establishment of In-house Production of Rotor Blades’’ and ‘‘Dependence on a Key Product’’, in conjunction with ‘‘Governmental Regulation’’. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under ‘‘Risk Factors’’. These forward-looking statements speak only as of the date of this Offering Memorandum. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Presentation of Financial Information The Pro Forma Consolidated Financial Statements for the fiscal years ended September 30, 1998, 1999 and 2000 (the ‘‘IAS Pro Forma Consolidated Financial Statements’’) and the Pro Forma Consolidated Interim Financial Statements as of December 31, 2000 (the ‘‘IAS Pro Forma Consolidated Interim Financial Statements’’), contained in the Offering Memorandum have been prepared in accordance with the accounting principles set forth in the International Accounting Standards (‘‘IAS’’) issued by the International Accounting Standards Committee. IAS differs in certain significant respects from generally accepted accounting principles in the United States (‘‘US GAAP’’) and from the accounting principles specified by the German Commercial Code (Handelsgesetzbuch) (‘‘HGB’’). Certain differences among IAS and US GAAP and HGB are discussed herein under ‘‘Summary of Certain Differences Among German (HGB), United States (US GAAP) and International (IAS) Accounting Principles’’. The comparative figures for the first quarter of fiscal year 1999/2000, contained in the IAS Pro Forma Consolidated Interim Financial Statements and also included in the Offering Memorandum under ‘‘Financial Information’’, are based solely upon the Company’s internal statistical records, which have been provided because the Company’s information technology system was converted to SAP R3 during the first quarter of fiscal year 1999/2000. It is also possible that, for the same reason, the Company will not present complete IAS previous year comparative figures in its quarterly report for the period from January 1, 2001 to March 31, 2001. In this Offering Memoradum, references to ‘‘DM’’ or Deutsche Mark are to the legal currency of the Federal Republic of Germany; references to ‘‘$’’ or ‘‘U.S. dollar’’ are to the legal currency of the United States; references to ‘‘ESP’’ are to pesetas, the legal currency of Spain; references to ‘‘FRF’’ are to francs, the legal currency of France; references to ‘‘GRD’’ are to drachmas, the legal currency of Greece; and references to ‘‘euro’’, ‘‘E’’ or ‘‘EUR’’ are to the legal currency of the member states of the European Union participating in the Economic and Monetary Union. The legally fixed conversion rate of E1.00=DM 1.95583 was fixed on December 31, 1998. Exchange Rate Information On January 1, 1999, the euro became the common currency of the eleven member states of the European Union’s Economic and Monetary Union, which includes Germany. In these countries, the S-3
Page 1: OFFERING MEMORANDUM Oberhausen, Ger
Page 5 and 6: account of a QIB, whom the seller h
Page 7 and 8: Nordex AG Oberhausen, Germany Offer
Page 9 and 10: Table of Contents Notice to New Ham
Page 11 and 12: Financial Information. . . . . . .
Page 13 and 14: Summary of the Offering Memorandum
Page 15 and 16: Management Board of Nordex AG and t
Page 17 and 18: Selected Financial Data of the Nord
Page 19 and 20: Shareholders. In each case, the cos
Page 21 and 22: Code - will be held under a separat
Page 23 and 24: Capitalization The following table
Page 25 and 26: organizational structures to meet t
Page 27 and 28: condition, results of operations an
Page 29 and 30: Risks Inherent in the Market and Co
Page 31 and 32: In addition, there is a risk that p
Page 33 and 34: Shareholders’ Meeting of Nordex A
Page 35 and 36: Nordex AG believes that generating
Page 37 and 38: The US provides federal support for
Page 39 and 40: Business Introduction and Overview
Page 41 and 42: manufacturers, customers and suppli
Page 43 and 44: The following table illustrates the
Page 45 and 46: According to the provisional figure
Page 47 and 48: Vestas Wind Systems A/S and Bonus E
Page 49 and 50: Strategy Nordex’s overall strateg
Page 51 and 52: The following figure illustrates th
Page 53 and 54:
due to their various sizes and nomi
Page 55 and 56:
The maximum weekly production capac
Page 57 and 58:
The Company’s marketing is mainly
Page 59 and 60:
total value of its requirement for
Page 61 and 62:
Intellectual Property Rights Patent
Page 63 and 64:
Since it ceased being a member of t
Page 65 and 66:
The following table provides an ove
Page 67 and 68:
accept and pay for the rotor blades
Page 69 and 70:
Before construction of the wind par
Page 71 and 72:
Relationships with Principal Shareh
Page 73 and 74:
Agreements with Associated Companie
Page 75 and 76:
interests it held with a total nomi
Page 77 and 78:
underwriting syndicate lead-managed
Page 79 and 80:
Earnings per Share The following ta
Page 81 and 82:
Auditor for the Subsidiaries The fi
Page 83 and 84:
Capital stock: EUR 25 thousand Rese
Page 85 and 86:
Executive Bodies of the Company, Em
Page 87 and 88:
The Company has not granted any loa
Page 89 and 90:
Automotive-Gruppe were, from 1993,
Page 91 and 92:
two comprises the managing director
Page 93 and 94:
Management’s Discussion and Analy
Page 95 and 96:
Comparison of Fiscal Years 1999/200
Page 97 and 98:
was due primarily to the Company in
Page 99 and 100:
In total, the average pro forma inc
Page 101 and 102:
EUR 3.40 million as of September 30
Page 103 and 104:
with terms of between two and five
Page 105 and 106:
Liquidity Cash flow from operations
Page 107 and 108:
corporation income tax a special ta
Page 109 and 110:
or a refund of the amount by which
Page 111 and 112:
The above-mentioned tax liability c
Page 113 and 114:
Financial information (Combined) Pr
Page 115 and 116:
Assets (Combined) pro forma CONSOLI
Page 117 and 118:
(Combined) pro forma CONSOLIDATED I
Page 119 and 120:
(Combined) pro forma STATEMENTS OF
Page 121 and 122:
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 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 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
show all

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

Create successful ePaper yourself

Delete template?

Save as template?