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

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Service of Process and Enforcement of Judgements The Company is organized under the laws of Germany. Most of the assets of the Company are located outside the United States. In addition, all of the members of the Company’s management board (Vorstand) and of the supervisory board (Aufsichtsrat) reside outside the United States and all or substantially all of their assets are located outside the United States. Investors in the Offered Shares may not be able to effect service of process in the United States upon the Company and upon the members of the Company’s management board and supervisory board. As a result, it may not be possible for investors to enforce judgments of United States courts predicated upon the civil liability provisions of United States laws against the Company, the members of the Company’s management board and supervisory board and their assets. The Company has been advised by its German legal counsel that there is doubt as to the enforceability in Germany of judgments of United States courts of civil liabilities predicated solely upon the laws of the United States. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Germany. S-6
Nordex AG Oberhausen, Germany Offering Memorandum March 30, 2001 for 18,000,000 bearer shares – with a stated value of E1.00 per share – from the capital increase against cash contributions resolved at the Company’s General Shareholders’ Meeting on February 21, 2001 and for 13,300,000 bearer shares – with a stated value of E1.00 per share – to be sold by the Selling Shareholders as well as for up to 4,700,000 bearer shares – with a stated value of E1.00 per share – to be sold by the Selling Shareholders, if required pursuant to the Over-allotment Option granted to Dresdner Bank Aktiengesellschaft each carrying full dividend entitlement for fiscal year 2000/2001 – German Securities Identification Code (WKN) 587 357 – – ISIN DE 000 587 357 4 – – Expected stock exchange symbol ‘‘NDX’’ – and
Page 1 and 2: OFFERING MEMORANDUM Oberhausen, Ger
Page 3 and 4: Forward-looking Information This Of
Page 5: account of a QIB, whom the seller h
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
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OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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