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

Code – will be held under a separate Securities Code (WKN 621 058) and will not be included in the
initial listing expected on April 2, 2001.
Selling Shareholders can also make Nordex shares available to the Designated Sponsors as a loan at
any time against remuneration, if requested by the Designated Sponsors. These shares, which will be
released by their Securities Code Number in this case, may only be used by the Designated Sponsors to
perform their duties and will be reassigned to the Selling Shareholders after the expiration of the
securities loan.
The granting of stock options in the context of the Company’s employee and management equity
compensation plan is not affected by the restrictions outlined above.
Stabilization
In conjunction with this Offering, Dresdner Bank, as the stabilization agent, may, on behalf of the
Managers and in accordance with general market practice, exercise the Over-allotment Option or
perform other transactions affecting the Company’s shares and/or any derivatives relating to the
shares which might stabilize the market price of the shares or any derivatives relating to the shares or
maintain the price at a level that would not be possible without the implementation of such measures.
Dresdner Bank will be responsible for the technical implementation of such measures; stabilization
measures may not be undertaken any later than 30 days after trading has begun in the Company’s
shares. These measures may be discontinued at any time.
Selling Shareholders
Nordex AG is owned by Borsig Energy GmbH (80.5%) and Nordvest A/S (19.5%). Following the Offering,
not including the exercise of the Over-allotment Option and the related capital increase, the interests in
the share capital of Nordex AG held by Borsig Energy GmbH and Nordvest A/S will decline to
approximately 32.22% and approximately 7.64%, respectively.
If the Over-allotment Option is exercised in full, Borsig Energy GmbH and Nordvest A/S will hold
approximately 25.00% and approximately 5.84% of the share capital of Nordex AG, respectively.
Borsig Energy GmbH is a wholly-owned subsidiary of Balcke-Dürr AG, a listed company. In turn,
Babcock Borsig AG, a listed company, holds an interest of approximately 67% in Balcke-Dürr AG.
Use of Proceeds
The proceeds from the placement of the 18,000,000 New Shares offered by the Company amount to
approximately E162 million. The total costs of the Offering, including commissions paid to the
Managers amounting to approximately E13.6 million, will amount to approximately E19 million, of
which, approximately E9.5 million will be borne by the Company.
The net proceeds of approximately E152.5 million will be used for general business purposes, primarily
to strengthen Nordex’s position on the global market through further developments in technology and
development of new products, as well as through internal and external growth. In addition, a portion of
the net proceeds will be used to reduce Group’s liabilities.
In particular, substantial funds from the net proceeds of the Offering will be used in the further
development of the Nordex Group’s technologies and invested in the development of new products.
Nordex AG also intends to use a further substantial proportion of the net proceeds of the Offering to
expand the Nordex Group’s production capacity and to increase production of rotor blades. Of the
Company’s approximately E92.6 million liabilities to the Babcock Borsig Group, E75 million are
intended to be repaid out of the net proceeds of the Offering. The remaining E17.6 million will not be
repaid any earlier than the date six months from the first day of trading of the Offered Shares on the
Neuer Markt. In the Company’s opinion, the repayment of these liabilities will not affect the growth
forecast for the entire forecast period of the business plan, i.e. through fiscal year 2002/2003. Finally,
15