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

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construction of wind turbines in remote areas (declaración de utilidad publica). During the approval process several public announcements, have to be made concerning the relevant wind project. Announcements issued by the authorities on the technical environmental impact of wind turbines are a decisive factor in whether planning permission (dictamen medioambiental) will be granted or not. 32
Business Introduction and Overview The Nordex Group develops and produces technologically advanced wind turbines with an emphasis on high performance turbines, in particular megawatt turbines. The Company regards itself as a systems developer, focused on its key capabilities: the development and engineering of large wind turbines, the development and production of controls and electrical technology for its wind turbines, and the development and manufacture of rotor blades for megawatt wind turbines. In addition, the Nordex Group has positioned itself as a provider of services such as the technical planning of wind farm systems, from the identification of suitable sites to the technical implementation of wind farms, including connection to the grid, as well as the servicing of wind turbines. The Nordex Group does not operate its own wind turbines, except for prototypes which it uses for its own development purposes. Nordex AG is a holding company. It directly holds 100% of the share capital of each of its five subsidiaries. It has a management role which involves it in exercising on a group-wide basis functions such as planning and strategy, the coordination of purchasing and sales, development and other central administrative functions. In recent years, the Nordex Group has focused on the development and production of key components for wind turbines (namely controls, grid connections and, more recently, rotor blades for megawatt wind turbines). The Group has also established a supply management function for some of the other components which are available on the open market, such as masts, gears, rotor blades (to the extent the Group does not produce these itself), the production of each of which is contracted to two to three leading outside suppliers, predominantly on the basis of long-term supply agreements. Although the Nordex Group has only been manufacturing rotor blades since early 2000, it has already succeeded in recruiting development personnel with a high level of technical expertise. The turnkey production of wind turbines and wind farms as well as their maintenance and servicing are carried out by Nordex Energy GmbH and Südwind Energy GmbH. Nordex and Südwind turbines are manufactured by Nordex Energy GmbH in Rostock, Germany. Nordex Rotor GmbH produces some of the rotor blades required for the wind turbines produced by the Nordex Group, particularly for the N-80 and N-62 models. Nordex Automation GmbH develops and produces electronic controls and the ‘‘Nordex Control’’ control software for the majority of the wind turbines Nordex manufactures, and also develops and produces electrical and electronic components for wind farms, including grid connections. NPV Planungs- & Vertriebsgesellschaft mbH handles the technical planning of wind farms as well as sales of the Nordex Group’s wind turbines, principally in Germany, The Netherlands, Switzerland, Belgium and Austria. The Nordex Group’s activities therefore cover most aspects of the wind power industry, other than wind farm operations from the development of sites for wind turbines through to the turnkey construction of wind farms. The Nordex Group’s product line comprises turbines of all performance classes currently on the market, ranging from small wind turbines to the most powerful wind turbine in production in the world today, the N-80, which has a rotor diameter of 80m and a nominal output of 2.5 megawatts (see ‘‘—Products and Production’’). Besides the Federal Republic of Germany, the Nordex Group’s main established markets are Denmark, Spain and China. The Nordex Group has also been successful recently in selling its products in France, Greece, North America and in Egypt, where the Nordex Group is the dominant supplier of wind turbines in what is still a relatively small market. In the fiscal year ended September 30, 2000, the Nordex Group had an average of 523 employees and generated sales revenues of approximately E273 million and EBIT (earnings before interest and taxes) of approximately E13.2 million based on the IAS Pro Forma Consolidated Financial Statements. As of February 20, 2001 Nordex had produced 1,528 wind turbines. The total nominal output of these turbines is equivalent to approximately 1,013 megawatts. 33
Page 1 and 2: OFFERING MEMORANDUM Oberhausen, Ger
Page 3 and 4: Forward-looking Information This Of
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: The US provides federal support for
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
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OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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