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

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The Nordex Group has already established its own sales subsidiaries or offices in Germany and Denmark, as well as nearly all of its important growth markets such as Spain, China and the United States. In order to expand its existing presence in regional markets, the Company is pursuing a multipronged strategy tailored to each market: whereas in Germany the Nordex Group is focusing on the sale of large, megawatt turbines and the completion of large scale projects, in other markets it will concentrate on the sale of mid-sized turbines (such as the N-50/N-60) and the expansion of regional sales (e.g. in Spain and France) and the establishment of its own sales structures (e.g. in the UK). In China, the Company’s goal is to secure its market position by utilizing locally provided servicing and by manufacturing wind turbines through its joint venture. In addition to growing organically, the Company intends to acquire competitors or enter into strategic partnerships in order to move into new markets. Reinforcement of Servicing Activities The Company plans to increase customer loyalty in its established markets through the building up of a customer-oriented, international servicing network, thereby securing and building up a further advantage over its competitors. A key element in reinforcing the Nordex Group’s servicing activities — in addition to the further expansion of service centers — is its own control technology, Nordex Control. This control technology monitors and controls wind turbines continuously through built-in sensors. In the future, the data will not only be reported to the Nordex Group’s control center electronically, but will also be available for customers to view via a Web browser. In order to increase the quality of its services further, the Company has put in place an ongoing program to improve the level of qualification of its employees. A Servicing Academy was founded at the end of 2000 for this purpose, which is also open to employees of partner companies. Products and Production The core competency of the Nordex Group is the development and engineering of large wind turbines, the development and manufacture of control systems for wind turbines, including grid connections, and the development and manufacture of rotor blades for megawatt wind turbines. Technical Background A wind turbine comprises a mast, a nacelle, which contains the essential mechanical and electrical parts, and a rotor. However, the generation of electricity by a state-of-the-art wind turbine is a result of the specific interplay of various highly developed and synchronized components. The technical achievement in developing a wind turbine lies in harnessing the wind, the speed of which changes continually from minute to minute, and the power of which fluctuates depending on the air temperature, to generate a stable level of power whatever the wind conditions. The goal of the technical efforts and optimization, therefore, is to generate the highest constant level of power output possible from all possible wind conditions. The keys to achieving this are: the rotor blades must extract the maximum amount of energy from the wind and convert it into torque, the drive train along with the gear and the generator must efficiently convert the captured energy to electricity with as little capacity lost as possible, the power output of the wind turbine itself must be limitable to prevent damage to the turbine and adjustable to cope with the entire range of possible wind speeds, the controlling electronics of variable-speed wind turbines must control the interplay of all components and optimize the amount of energy captured from the wind, the wind turbine and its individual components must be highly robust to withstand the forces acting on it and to seek to achieve problemfree operation for as long as possible. 44
The following figure illustrates the key components of a wind turbine: The rotor blades The rotor blades form the motor of the wind turbine. The wind turbine uses the rotor blades to collect kinetic energy from the wind and to convert this energy into a rotation of the rotor. The area swept by the rotor blades (length of the rotor blade *p), the aerodynamic profile of the rotor blades and the rotational speed of the rotor are the key factors determining the capacity of the wind turbine. In turbines with stall-regulation, the rotor blades are fixed to the hub, whereas in turbines with pitchregulation, they are attached so that they can rotate along their longitudinal axis. Wind turbines are manufactured today almost exclusively with three rotor blades. Energy conversion via the drive train and generator The rotor blades are attached to the hub, which in turn is connected to the rotor shaft. The rotor shaft transfers the revolutions of the rotor to a gear, which itself is linked to the generator of the wind turbine by way of a coupling. The unit comprising the rotor shaft, gear and generator is termed the drive train of the wind turbine. The generator at the end of the drive train converts the revolutions of the rotor blades into electrical power. The wind turbine’s gear serves to increase the rotational speed of the rotor to match the speed of the generator. Depending on the technical design, the generator can be operated either at a constant rotational speed (stall regulation) or at a variable speed. Power regulation and limitation (stall and pitch regulation) Depending on the technique employed to regulate and limit their capacity, wind turbines are generally classified as stall-regulated or pitch-regulated. Stall regulation In a wind turbine with stall regulation, power regulation is achieved by causing the air flow to stall by means of the aerodynamic profile of the blade when a certain wind speed is exceeded, preventing the wind turbine from capturing an increasing amount of energy. In order to increase the energy yield in lower power classes, it is possible to design the generator in such a way that it can operate two different nominal rotational speeds in order to generate power more efficiently at various wind speeds. Stall-regulated wind turbines are braked through the front 1.5m to 3m of the relevant rotor blade which can be rotated around its longitudinal axis. This is achieved through a hydraulic mechanism 45
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 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: Strategy Nordex’s overall strateg
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
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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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