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

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Company has already invested approximately EUR 2,931 thousand in Nordex Energy GmbH and Nordex Rotor GmbH, principally in property, plant and equipment. Future investments will be financed primarily from funds accruing from the Offering. Insurance Policies The Company believes that the companies of the Nordex Group have adequate insurance coverage. The Nordex Group has insurance coverage for fire/loss of business due to fire, legal liability, transport and automobile risks through master agreements concluded by Babcock Borsig AG for itself and all of its affiliated companies. These affiliate agreements remain in effect unchanged from the time the Nordex Group ceases to be a member of the Babcock Borsig Group until the next annual maturity date on September 30, 2001, although Nordex AG may terminate the policies earlier if desired. The Company believes that it will be able to conclude new insurance policies with the same or similar terms and conditions. In addition, Nordex Energy GmbH and Südwind Energy GmbH have concluded an assembly insurance agreement. Nordex Energy GmbH and Südwind Energy GmbH have two year warranty insurance for all wind turbines. These insurance policies cover damage such as material construction and assembly faults, to the extent the Nordex Group is liable (see ‘‘Risk Factors—Legal Risk—Insurability of Risks’’). Real Estate and Real Property The administrative office of Nordex AG is located in rented offices at Bornbrach 2, 22848 Norderstedt (near Hamburg), Germany. Nordex Energy GmbH’s production facilities are located at Erich- Schlesinger-Str. 50, 18059 Rostock, Germany and 7323 Give, Svindbaek, Denmark. Nordex Rotor GmbH’s manufacturing plant for rotor blades is also located at Erich-Schlesinger-Str. 50, 18059 Rostock. 58
The following table provides an overview of the location, purpose and approximate area of all key real estate rented by the Nordex Group (totaling approximately 61,600m 2 ): Location Purpose Approx. area in m 2 Nordex Energy GmbH Norderstedt Administration 2,862 Rostock Production 21,825 Give, Denmark Sales/Manufacturing 13,434 Nordex Planungs- und Vertriebsgesellschaft mbH Bad Essen Sales 280 Rerik Sales 250 Ergenzingen Sales 110 Nordex Rotor GmbH Rostock Production 15,233 Nordex Automation GmbH Oberhausen Administration/Sales 599 Rostock Production 4,553 Südwind Energy GmbH Oberhausen Administration 450 Lichtenau Service/Training 1,100 Nordex Ibérica Borsig Energy S.A. Barcelona Sales 260 Nordex Omnical Energy Services (Shanghai) Co Ltd. Shanghai Sales /Servicing 350 Nordex Hellas e.p.e Athens Sales 70 Nordex USA inc. Dallas Sales 220 In addition to the rented facilities for production and administration, Nordex Energy GmbH also owns two properties in Rerik measuring approximately 1,606m 2 and 5,082m 2 , including an office building, assembly plant and an office block. In addition, the Nordex Group also operates a test turbine on the smaller of the two properties. Nordex Energy GmbH plans to sell this property as part of moving the Company’s administration to Norderstedt (near Hamburg). The Nordex Group also maintains a number of sales offices and branch offices (see ‘‘—Sales and Marketing’’) and approximately 13 service centers which provide maintenance for wind turbines for which Nordex is responsible. On October 16, 2000 Nordex Rotor GmbH entered into a purchase agreement with the city of Rostock to acquire four adjacent lots with a total area of approximately 40,000m 2 in 18146 Rostock, Große Rampe (‘‘GVZ Property’’), for the construction of a new assembly plant. Rotor blade manufacture is scheduled to start on site in the fourth quarter of 2001. Pursuant to this purchase agreement, Nordex Rotor GmbH undertook to develop the property itself and use it for commercial purposes. The purchase agreement stipulates that the property is to be used for the building of a production facility for industrial equipment, particularly wind turbines and wind turbine components. Nordex Rotor GmbH is 59
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OFFERING MEMORANDUM Oberhausen, Ger
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Forward-looking Information This Of
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account of a QIB, whom the seller h
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Nordex AG Oberhausen, Germany Offer
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Table of Contents Notice to New Ham
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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: Since it ceased being a member of t
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
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Assets (Combined) pro forma CONSOLI
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(Combined) pro forma CONSOLIDATED I
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(Combined) pro forma STATEMENTS OF
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were eliminated from net incomes an
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In the years under review, the cons
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Since Taifun AG will not commence w
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The calculation of imputed taxes, t
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(5.2) Inventories 9-30-2000 E13,903
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(5.6) Equity 9-30-2000 E16,013,985.
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(5.10) Deferred income 9-30-2000 E1
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(6.7) Amortization/depreciation 199
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A detailed breakdown of income taxe
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Primary segment report The Wind Ene
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F-29 (Combined) fixed-asset analysi
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F-31 (Combined) fixed-asset analysi
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alances (receivables, payables, inc
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MANAGEMENT REPORT FOR THE ABBREVIAT
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ANNUAL FINANCIAL STATEMENTS FOR THE
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Group affiliation TAIFUN AG as well
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Assets Pro forma CONSOLIDATED BALAN
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Pro forma CONSOLIDATED INCOME STATE
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Pro forma STATEMENT OF CHANGES IN E
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The restatements made to reconcile
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(3) Consolidation procedures Accord
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(5.2) Inventories 12-31-2000 E 38,0
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(5.7) Future payables under l/t con
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(6.5) Other operating expenses Firs
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Primary segment report The Wind Ene
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F-59 Combined fixed asset analysis
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INDEPENDENT AUDITOR’S CERTIFICATE
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Owing to the accounting system havi
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Research and development Certificat
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ANNUAL FINANCIAL STATEMENTS FOR THE
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ANNUAL ACCOUNTS FOR THE FISCAL YEAR
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(6) Liabilities Remaining term 1 ye
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Shareholdings Interest held Equity
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AUDITOR’S OPINION We audited the
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Recent Developments and Outlook Dur
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Glossary Alternative energy sources
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Medium voltage A type of voltage. T
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Stall-regulated wind turbine Stall-
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On the basis of the above Company R
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SUMMARY OF CERTAIN DIFFERENCES AMON
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the accrued interest of the present
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ecognise foreign currency gain or l
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UNDERWRITING AND SALE Dresdner Klei
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OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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