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

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which can turn the blade tip ‘‘out of the wind’’, acting as a type of aerodynamic brake similar to the landing flaps of an airplane. The brakes in every wind turbine serve as emergency brakes and — similarly to the hand brake in a car — to immobilize and secure the mechanical components. Pitch regulation In a wind turbine with pitch regulation, power regulation is achieved by mounting the rotor blades on the hub so that they can be rotated around their longitudinal axis, in order to control their aerodynamic properties and thus their capacity to capture energy according to the wind conditions. When wind speeds (and thus the wind’s energy content) are low, the rotor blades can be turned ‘‘into the wind’’ so that their angle of attack is maximized and, when a strong air flow creates too much energy, they can be turned out of the wind. Pitch-regulated wind turbines are braked by allowing the rotor blades to flap like flags in the wind. In addition, the nominal rotational speed of the generator in wind turbines with pitch regulation can be adjusted to the prevailing wind conditions. These turbines are therefore also described as variablespeed wind turbines. In these units, an inverter is installed between the generator and the power grid, which enables the generator to generate electricity at different frequencies. The electronic controls in variable-speed wind turbines In variable-speed wind turbines with pitch regulation, the electronic controls are the ‘‘brain’’ of the turbine and adjust the angle of incidence of the rotor blades with the generator to keep them working smoothly together. A key element of the Nordex Group’s expertise is comprised in its electronic controls. The electronic controls measure the generator’s power output and, through the pitch regulation adjust the angle of incidence of the rotor blades accordingly. If the generator’s power output appears to be dropping, the rotor blades are turned slightly more into the wind, but if the generator’s power output exceeds a pre-defined maximum limit, the electronic controls cause the pitch regulation system to turn the rotor blades out of the wind. The use of pitch regulation and the related control options ensures that the wind turbine produces the maximum possible energy output from the wind in all wind conditions, taking into account not only variable wind speeds, but also the energy density of the wind. The colder the air, i.e. the denser the air surrounding the wind turbine, the higher the energy density. Consequently, cold wind blowing at the same speed as a warm wind carries more kinetic energy than the warm wind. In order to obtain optimal energy output, the angle of incidence of the rotor blades can be adjusted as necessary. The advantages inherent in this method for the optimization of output, in turbines with a capacity of approximately 1.5 megawatts or more or in regions with particularly difficult wind conditions, outweigh the substantial additional costs of-pitch regulated systems. Other wind turbine components Another component in the development of which the Nordex Group has considerable expertise is the support system, i.e. the mast of the wind turbine. Strong forces act on the mast over the entire life of the wind turbine; the nacelle of Nordex’s largest turbine, the N-80, weighs approximately 84 tonnes, and the rotor weighs approximately 49 tonnes. The turbine’s mast has to withstand these forces and provide a secure foundation to the nacelle and the rotor without swaying due to changes in wind force, as this would result in the destruction of the turbine. The support systems used by the Nordex Group are manufactured by various outside suppliers to the specifications of Nordex Energy GmbH. The power generated by the wind turbine, usually at a voltage of 700 volts, is converted by a transformer to a ‘‘medium’’ voltage of 10 to 30,000 volts—depending on the grid operator—and supplied into the grid. When several wind turbines are operated together on a wind farm, the operator must ensure that turning on or stopping the wind turbines does not cause electrical surges to be fed into the utility’s power grid, which could cause damage when the electricity reaches power customers. The Nordex Group’s Product Range The Nordex Group’s product range covers the range of wind turbine types currently available on the market, from the N-29 with 250 kW nominal output to the N-80 with 2,500 kW nominal output, which, 46
due to their various sizes and nominal outputs, are suitable for use in the most varied economic and geographical circumstances. The following table provides an overview of the types of wind turbines currently offered by the Nordex Group: Type of wind turbine Nominal output NORDEX N-29 250 kW 29 m / 660 m 2 NORDEX N-43 600 kW 43 m / 1,452 m 2 NORDEX N-50 800 kW 50 m / 1,963 m 2 Rotor diameter/ swept area Mast height Year first installed Number of installed units (1) 30-50 m 1987 287 40-78 m 1995 420 46-70 m 1999 53 NORDEX N-54 1,000 kW 54 m / 2,290 qm 60-70 m 1995 163 NORDEX N-60/62 1,300 kW 60/62 m / 2,828-3,018 m 2 Südwind S-70/77 1,500 kW 70/77 m / 3,848-4,656 m 2 NORDEX N-80 2,500 kW 80 m / 5,025 m 2 (1) As of February 20, 2001 46-85 m 1997 293 60-100 m 2000 21 60-100 m 2000 4 The prices for Nordex and Südwind turbines range from DM 0.4 million to DM 4.05 million, depending on the model and specifications. Apart from their nominal output and size, the various wind turbines comprising the Nordex Group’s product range vary primarily in the technology used for output regulation. Whereas for its smaller turbines the Nordex Group principally uses the less complex stall regulation technology, the larger Nordex turbines, starting at 1.5 megawatt capacity, are equipped with pitch regulation. The Company believes that the advantages offered by the higher energy yield of these models compensate for the higher costs associated with pitch regulation. The following overview illustrates the distribution of Nordex turbines in the Group’s most important sales markets as of February 20, 2001: Country N-27/29 N-43 N-46 N-50 N-54 N-60/62 S-70/77 N-80 Total China 30 84 4 114 Denmark 31 30 44 34 139 Egypt 105 105 France 1 28 29 Germany 196 102 27 9 150 223 21 4 721 Greece 1 35 36 India 263 263 Japan 5 6 1 12 Spain 25 25 United States 1 1 10 8 20 Other 19 4 3 23 49 Total 547 420 27 53 163 293 21 4 1,528 Capacity (MW) 116.45 252.00 16.65 42.40 163.00 380.90 31.50 10.00 1,012.90 In addition to smaller wind turbines with capacity of less than one megawatt, the Nordex Group primarily develops and produces megawatt wind turbines. Particularly notable in the Nordex Group’s product range are the N-80, the largest wind turbine in series production, the smaller S-70 and the stall-regulated N-54 and N-60 turbines. The 2.5 megawatt Nordex N-80 Nordex’s N-80 is the world’s largest and most powerful wind turbine currently in series production. The rotor of the variable-speed N-80 consists of three rotor blades, each approximately 39m long, with pitch-regulated angle of incidence adjustment. The rotor blades are made of glass fiber-reinforced polyester using carbon fibers and can, by using a double-fed asynchronous generator and electrical pitch regulation as well as an inverter, be operated at a variable rotational speed of 10 to 19 revolutions per minute, which corresponds to wind speeds of 3m/s to 25m/s. The turbine is controlled 47
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 and 50: Strategy Nordex’s overall strateg
Page 51: The following figure illustrates th
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
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(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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