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

More documents

Recommendations

Info

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 S-4
account of a QIB, whom the seller has informed, in each case, that the resale or transfer is being made in reliance on Rule 144A; (ii) in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S; (iii) pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144 thereunder (if available), subject, in each such case, to the receipt by Nordex of an opinion of counsel or such other evidence that it may reasonably require that such sale or transfer is in compliance with the Securities Act; or (iv) pursuant to an effective registration statement under the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States. No representation can be made as to the availability of the exemption provided by Rule 144 under the Securities Act for the resale of Offered Shares. (3) If it is acquiring Offered Shares for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. (4) It acknowledges that Nordex, the Managers, the Selling Shareholders, their affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements. Prospective investors are not to construe the contents of this Offering Memorandum as legal, business or tax advice. Each prospective investor should consult its own legal advisor, business advisor and tax advisor as to legal, business and tax related matters concerning the transaction. In making an investment decision, investors must rely on their own examination of Nordex and the terms of the Offering, including the merits and risks involved. The Offered Shares have not been recommended by any federal or state securities commission or other regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense under the laws of the United States. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period. Until 40 days after the later of the commencement of the Offering and the last closing date of the Offering, an offer, sale or transfer of Offered Shares within the United States by any dealer (including dealers who are not participating in the Offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A thereunder. Due to the restrictions on the offer and sale of securities in the United States under United States securities laws and regulations, there can be no assurance that any offer of pre-emptive rights to shareholders of Nordex to subscribe for and acquire Offered Shares will be open to U.S. holders of Offered Shares. IN CONNECTION WITH THE OFFERING, DRESDNER KLEINWORT WASSERSTEIN AND ANY OF ITS AFFILIATES, ON BEHALF OF THE MANAGERS, MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED SHARES AT A PRICE WHICH MIGHT NOT OTHERWISE PREVAIL. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. SUCH STABILIZATION TRANSACTIONS, IF CARRIED OUT, MAY BE EFFECTED ON THE FRANKFURT STOCK EXCHANGE, THE OVER-THE-COUNTER MARKET OR OTHERWISE IN ACCORDANCE WITH GERMAN LAW AND MARKET PRACTICES, WHICH MAY DIFFER SIGNIFICANTLY FROM THE RULES AND PRACTICES GOVERNING STABILIZATION TRANSACTIONS IN OTHER COUNTRIES. Available Information If, at any time, Nordex is neither subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, it will furnish, upon request, to any owner of Offered Shares offered hereby, or any prospective purchaser designated by any such owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Nordex will also furnish to each such owner all notices of shareholders’ meetings and other reports and communications that are made generally available to shareholders by Nordex. S-5
Page 1 and 2: OFFERING MEMORANDUM Oberhausen, Ger
Page 3: Forward-looking Information This Of
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 and 40: Business Introduction and Overview
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
show all

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

Create successful ePaper yourself

Delete template?

Save as template?