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

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The History of the Nordex Group The Nordex Group’s wind energy business traces its roots back to Nordex A/S, which was founded in 1985 by the Pedersen brothers, one of whom, Carsten Pedersen, is currently a member of the Management Board of Nordex AG. In 1996, the Balcke-Dürr Group acquired a 51% stake in Nordex Energy GmbH, and thus entered the market for wind turbine production. The following are the significant milestones in the Company’s development: 1985 Formation of Nordex A/S in Give, Denmark, by the Pedersen brothers. Construction of the first turbine with a capacity of 75 kW. 1987 Launch by Nordex A/S of the N-27/250 kW, the largest production wind turbine on the world market at the time. 1991 Formation of Nordex Energy GmbH under the name. Nordex Energie Anlagen GmbH as a sales company in Rinteln, Germany. 1992 Establishment of production facilities in Rerik, Germany. Installation of the 100th Nordex wind turbine. 1995 Construction by Nordex Energy GmbH of the N-54, world’s first series production wind turbine in the megawatt that is now the market standard – 157 N-54 wind turbines had been built by January 10, 2001. 1996 Acquisition by the Balcke-Dürr Group of a 51% stake in Nordex Energy GmbH. 1997 Opening by Nordex of sales offices in Spain and China. 1998 Construction of the first N-60 prototype, a further development of the N-54, with a capacity of 1,300 kW. Construction of the 1000th megawatt turbine. Formation of a joint venture in China. The Balcke-Dürr Group increased its stake in Nordex Energy GmbH to 75% and also acquired NPV Planungs- & Vertriebsgesellschaft mbH. Opening by Nordex of a sales office in Turkey. 1999 Installation by Nordex of its 1000th wind turbine. Formation of Südwind Energy GmbH and Nordex Rotor GmbH. Establishment of the production center in Rostock, Germany. Formation of Nordex Ibérica Borsig Energy S.A. 2000 Construction by Nordex of the first N-80, 2,500 kW turbine (currently the largest and most powerful series production wind turbine in the world) and the first S-70, 1,500 kW turbine. Formation of Nordex USA, Inc. and establishment of branch offices in Egypt and Greece. Restructuring of the Nordex Group by transfer of the current subsidiaries into Nordex AG (previously Taifun AG). 2001 Intended placement and listing of the Company’s Shares. Structure of the Nordex Group Nordex AG, founded as ‘‘Taifun AG’’ in 2000, functions as the strategic holding company of the Nordex Group. Nordex AG manages and coordinates the business activities of its five wholly-owned subsidiaries and is responsible, in particular, for coordinating purchasing, sales and development activities on a world-wide basis, as well as for making decisions on the location of production sites. Further, Nordex AG provides the entire Nordex Group with cost-efficient services achieved through the centralization of management and coordination activities such as corporate planning, finance and foreign exchange management, tax planning, patent and industrial property right management, and investor and public relations, as well as management and personnel functions. The Nordex Group has organized its various business areas into five wholly-owned subsidiaries. It has done so in order to tailor the various components it produces on the supply-side to suit each of the 34
manufacturers, customers and suppliers active in the market, to enable each aspect of the business to have its own market presence and to be able to respond quickly to market developments through small manageable and flexible units. Nordex Energy GmbH, Rostock (moving to Norderstedt), which produces medium-sized predominantly stall-regulated and large predominantly pitch-regulated wind turbines (see ‘‘—Products and Production’’) and constructs turnkey wind farms, has four subsidiaries of its own, all of which are wholly-owned except for Xi’an Nordex Windturbines Co. Ltd., China in which it holds a 40% stake. Südwind Energy GmbH, Oberhausen, Germany also produces and sells wind turbines, although these are exclusively the pitch-regulated variant (see ‘‘—Products and Production’’). The Nordex Group believes that it is advantageous for it to maintain a two-pronged market presence with its two different brands, ‘‘Nordex’’ and ‘‘Südwind’’. Nordex Rotor GmbH in Rostock has been producing rotor blades, a key component of wind turbines, since February 2000. The production of rotor blades constitutes, together with the engineering and specification of the turbines, the principal area of technical knowhow involved in the manufacture of wind turbines. Nordex Rotor GmbH is also responsible for servicing and maintaining the rotor blades it manufactures. NPV Planung & Vertrieb GmbH in Norderstedt, Germany is responsible for planning wind farm projects and for selling Nordex and Südwind turbines in Germany, other German-speaking countries, Belgium and The Netherlands. Nordex Automation GmbH, Oberhausen, Germany develops and produces electronic controls, including software, and all electrical components up to the grid connection for wind turbines and wind farms. The reason for Nordex Automation GmbH’s having a separate market presence is that the company handles orders for Nordex Group customers directly in addition to developing and producing components for the Nordex Group’s own wind turbines. The following Chart shows the current structure of the Group: Nordex Ibérica Borsig Energy S.A. Barcelona, Spain Nordex Hellas e.p.e Athens, Greece Nordex Omnical Energy Services (Shanghai) Co Ltd. Shanghai, China Nordex Energy GmbH Nordersted/Rerik Xi'an Nordex Windturbines* Corp. Ltd, Xi'an, China Nordex USA Inc. Dallas, USA Südwind Energy GmbH Oberhausen Nordex AG Oberhausen Nordex Rotor GmbH Rostock NPV Planung & Vertrieb GmbH Bad Essen/Nordersted * All companies are wholly-owned with the exception of Nordex Energy GmbH’s 40% interest in Xi’an Nordex Windturbines. Nordex Automation GmbH Oberhausen Nordex Energy GmbH’s subsidiaries, Nordex Ibérica Borsig Energy S.A., Nordex Hellas e.p.e., Nordex Ominical Energy Services (Shanghai) Co Ltd., Nordex USA Inc. and Xi’an Nordex Windturbines Corp. Ltd., are not included in the consolidated financial statements of Nordex AG. 35
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 and 38: The US provides federal support for
Page 39: Business Introduction and Overview
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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