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

national currency (in Germany, the Deutsche Mark) will remain legal tender until January 1, 2002. From
January 1, 2002 through June 30, 2002, both the euro and the respective national currencies will be
legal tender. After June 30, 2002, the euro will be the sole legal tender in these countries. From
January 1, 1999, the relative value of the Deutsche Mark to the euro has been fixed at DM 1.95583 per
euro. This rate will remain unchanged for as long as the Deutsche Mark continues to be legal tender in
Germany. Thus, the developments of the euro and Deutsche Mark exchange rates will be in absolute
parallel from January 1, 1999.
The euro is a fully convertible currency. Except in limited embargo circumstances, there are no legal
restrictions in Germany on international capital movements and foreign exchange transactions. In
theory, the euro has freely floating exchange rates against currencies outside the euro zone, although
central banks sometimes try to limit short-term exchange rate fluctuations by intervening in foreign
exchange markets. Prices quoted for the Offered Shares on the Neuer Markt segment of the Frankfurt
Stock Exchange are, and are expected to continue to be, quoted in euro.
Solely for convenience purposes, the table below sets forth, for the periods and dates indicated, certain
information concerning the noon buying rates in the City of New York for cable transfers as certified
for customs purposes by the Federal Reserve Bank of New York (the ‘‘Noon Buying Rate’’) for the euro
expressed in U.S. dollars per E1.00:
Noon Buying Rates for euro per U.S. dollar
High Low Period Average (1)
Period End
1999 1.1812 1.0023 1.0588 1.0072
2000 1.0335 0.8270 0.9207 0.9388
2001 (through March 30, 2001) 0.9535 0.8794 0.9260 0.8794
(1) The average of the Noon Buying Rates on the last business day of each full month during the relevant period.
Notice to Investors
Because of the following restrictions, purchasers in the United States are advised to consult legal
counsel prior to making any offer, resale, pledge or transfer of Offered Shares. Terms used in this
section that are defined in Rule 144A or in Regulation S are used herein as defined therein.
The Offered Shares have not been, and will not be, registered under the Securities Act or under the
securities or ‘‘blue sky’’ laws of any State of the United States and may not be offered, sold or delivered,
directly or indirectly, in the United States except pursuant to an effective registration statement or in
accordance with an applicable exemption from the registration requirements of the Securities Act and
in accordance with any applicable securities or ‘‘blue sky’’ laws of any State. Accordingly, the Offered
Shares are being offered and sold (i) in the United States only to ‘‘qualified institutional buyers’’ within
the meaning of Rule 144A (each, a ‘‘QIB’’) and (ii) outside the United States to non-U.S. persons
pursuant to Regulation S. For the purposes hereof, the term ‘‘United States’’ shall have the meaning
given by Regulation S.
Each purchaser of Offered Shares within the United States pursuant to Rule 144A, whether in the
Offering or thereafter, by accepting delivery of this Offering Memorandum, will be deemed to have
represented, agreed and acknowledged that:
(1) It is a QIB within the meaning of Rule 144A and is acquiring such Offered Shares for its own
account or for the account of a QIB; it is aware, and each beneficial owner of such Offered Shares
has been advised, that the sale of such Offered Shares to it is being made in reliance on Rule 144A,
and it is aware that such Offered Shares are restricted securities under the Securities Act and may
not be deposited into any unrestricted depositary facility, unless at the time of such deposit such
Offered Shares are no longer restricted securities.
(2) It understands that the Offered Shares have not been and will not be registered under the Securities Act
and agrees that if it should sell or transfer Offered Shares it will do so only in compliance with the
Securities Act and only (A)(i) pursuant to Rule 144A to an institutional investor that the seller
reasonably believes is a QIB within the meaning of Rule 144A purchasing for its own account or for the
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