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

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Standards Board (‘‘DRS’’), the charging of the company’s value to the group’s own equity in a manner that does not affect income is, however, not permissible. DRS has, inter alia, responsibility for developing recommendations regarding the application of the basic principles of consolidated accounting. According to currently applicable US GAAP, goodwill must be carried as an asset on the balance sheet and depreciated over the expected useful life, with 40 years being the maximum. According to IAS, goodwill also must be shown as an asset on the balance sheet with subsequent depreciation over the expected useful life. As a rule, the depreciable life is a maximum of 20 years; longer depreciable lives are possible in justified exceptional cases. Tangible Assets German companies frequently orient themselves in assessing depreciation for tangible assets (buildings, technical equipment, tools, furniture and fixtures) on the useful life customary for their company as laid down by the tax administration. According to US GAAP and IAS, tangible assets are depreciated on a straight-line basis over their expected useful life. This difference in depreciation policy can result in companies that prepare their balance sheet in accordance with the German Commercial Code basically showing a lower book value for tangible assets than companies that prepare their balance sheets in accordance with US GAAP or IAS. Tax-motivated special depreciation as well as tax-motivated reserves in ‘‘reserves for special depreciation’’ are prohibited under international principles for rendering accounts. According to IAS, a tangible asset can also be assessed with its ‘‘new valuation amount’’, which corresponds to its adjusted value (fair value) at the time of the new valuation, less subsequent cumulative normal depreciation. Increases in value are basically credited to a special valuation reserve with no effect on the balance sheet. A rise in value will be displayed as earnings to the extent that an earlier new valuation gave rise to an expense-related depreciation. Reserves The German Commercial Code provisions require the creation of reserves for uncertain obligations as well as for threatened losses from pending and unsettled business transactions. The level of reserves is measured according to the expenditure expected by a prudent and reasonable businessman. Reserves for threatened losses from pending business transactions include all internal expenditures, including indirect marketing and administrative expenses. Reserves for uncertain obligations towards third parties are recorded as soon as a legal obligation towards a third party has arisen or at least has been caused in an economic sense. Reserves may also be formed in German financial statements under HGB for expenditures that are exactly outlined and assigned to a financial year or to an earlier financial year and that, on the key date for the financial statement, are probable or certain, but their amount or the time they will occur is indefinite. According to US GAAP and IAS, reserves for uncertain obligations are expressed not only when it is probable that the assets will diminish or an obligation has arisen, but also when the least loss can be estimated reliably. Future losses that cannot be estimated and costs and risks do not fit the requirements for the formation of reserves according to US GAAP and IAS. Application of German Commercial Code provisions can — especially because of the strong influence of tax-related considerations — lead to higher reserves than are possible under US GAAP and IAS. In the case of a reduction of reserves in later periods, however, this effect would be reversed. Long-term reserves for removal of waste rock or rubble or for the disposal of environmental waste, which under HGB accumulate over the period of the accompanying installations, are, under IAS, already accounted for at the time of the acquisition of the installation in the amount of the present value of the estimated completion. These future expenditures count as acquisition costs of the installation in the same amount as the reserves amount. The period expenditure from this results from B-2
the accrued interest of the present value and from the higher depreciation as compared to treatment under HGB. US GAAP has rules for such circumstances only in cases of environmental damage for which future elimination has been proscribed. Pension Reserves Under HGB, pension reserves are basically carried as liabilities on the balance sheet in the amount of the tax partial value which is determined on the basis of actuarial principles (expectancy-covering procedure). In evaluating the reserve, the current salary and pension level as well as an interest rate of 6% is to be considered. According to US GAAP and IAS, determining the pension reserves is done according to the expectancypresent value procedure, taking into account long-term trend assumptions concerning future salary and pension developments as well as the current (US GAAP) or long-term (IAS) capital-market interest rate on the valuation key date. Under IAS the expectancy-covering procedure is also permissible. B-3
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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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F-31 (Combined) fixed-asset analysi
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alances (receivables, payables, inc
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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: SUMMARY OF CERTAIN DIFFERENCES AMON
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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