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

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Disputes with BOREAS Energie GmbH Nordex Energy GmbH constructed three wind farms with a total of 18 N-60 and N-62 wind turbines for BOREAS Energie GmbH and a group of limited partnerships (the ‘‘wind-farm operating companies’’), for which BOREAS Energie GmbH is responsible for project management and general management (together ‘‘BOREAS’’). BOREAS has demanded out-of-court that Nordex Energy GmbH repair defects in the controls and the rotor blades of the wind turbines it has supplied. In three agreements in January 2001, Nordex Energy GmbH and these wind-farm operating companies have agreed, inter alia, that various defects will be repaired by Nordex, that the output data for individual turbines will be examined, and that Nordex Energy GmbH will pay compensation for any resulting lower capacity in line with the contract. Litigation with Atlas Energieanlagen GmbH & Co. KG Windpark Neuruppin Südwind Energy GmbH supplied and erected a total of four wind turbines to Atlas Energieanlagen GmbH & Co. KG Windpark Neuruppin (‘‘Atlas’’) for a wind farm in Neuruppin. Atlas has sued Südwind Energy GmbH for performance in connection with the delivery, construction and commissioning of one turbine, and has also sued for damages totaling DM 168,209.08 plus 9.5% interest from the time the claim was made, and has also sued for reimbursement of all further damages resulting from the total loss of one turbine. Atlas asserts that Südwind Energy GmbH negligently caused the total loss of a wind turbine supplied to Atlas. If Atlas should succeed in this litigation, Südwind Energy GmbH would be obliged to erect the wind turbine free of charge for Atlas and to pay the damages claimed, together with interest and all further damages resulting from the loss of the wind turbine. 64
Relationships with Principal Shareholders, the Babcock Borsig Group and the Pedersen Family In the past, the Nordex Group companies were closely integrated with the Babcock Borsig Group, and maintained a series of business relationships with the Pedersen family, which held a 25% interest in Nordex Energy GmbH until the contribution of its interest to Nordex AG. The Pedersens have been active in the wind energy business since the mid-80’s. Relationships with Babcock Borsig Group Companies Position within the Group The Nordex Group companies, with the exception of Nordex AG, were formerly part of the Balcke-Dürr Group. Balcke-Dürr AG is an indirect subsidiary of Babcock Borsig AG. Babcock Borsig AG (together with its subsidiaries, the ‘‘Babcock Borsig Group’’) is listed on the official market (Amtlicher Handel) of the Berlin, Düsseldorf, Frankfurt, Hamburg and Munich stock exchanges. With revenues of over EUR 6 billion (55% generated abroad) and approximately 30,600 employees worldwide, the Babcock Borsig Group is a major international mechanical and plant engineering, energy and environmental technologies group (financial data refers to the fiscal year ended September 30, 2000). Its subsidiary Balcke-Dürr AG is listed on the official market of the Frankfurt, Berlin and Düsseldorf stock exchanges and its business is in the area of energy systems. Balcke-Dürr AG had approximately 5,900 employees as of September 30, 2000 and generated consolidated revenues of over EUR 1.4 billion in the fiscal year September 30, 2000. Prior to the Offering, Babcock Borsig AG (through its subsidiary Balcke-Dürr AG and Balcke-Dürr AG’s wholly-owned subsidiary Borsig Energy GmbH) held approximately 80.5% of the share capital of Nordex AG. Subsequent to the Offering, assuming that the Over-allotment Option is exercised in full, Borsig Energy GmbH will hold just over 25% (if the Over-allotment Option is not exercised, approximately 32%) of the voting rights and Shares of the Company. The Babcock Borsig Group will therefore continue to hold an interest of approximately 25% (if the Over-allotment Option is not exercised, approximately 32%) of Nordex AG. This shareholding will enable the Babcock Borsig Group, through its subsidiary Borsig Energy GmbH, to block important decisions of the Company (in particular, amendments to the Articles of Association) and thereby influence the business development of Nordex AG (see ‘‘Risk Factors—Influence of Selling Shareholders, Sale of Shares’’). In addition, two of the members of the supervisory board of Nordex AG also hold additional positions within the Babcock Borsig Group: these are Dr. Hans W. Fechner, the supervisory board chairman, who is a Generalbevollmächtigter (general manager) of Babcock Borsig AG and deputy managing board chairman of Balcke-Dürr AG and Supervisory Board member Michael von Cappeln, who is inter alia a deputy managing board member of Babcock Borsig AG and managing board member of Balcke-Dürr AG. The Nordex Group companies also made up a significant portion of the Balcke-Dürr Group. For this reason, the General Meeting of Balcke-Dürr AG gave authority to the Management Board until August 30, 2001 to instruct Borsig Energy GmbH to implement the necessary measures for the listing and public offering of Nordex AG on March 15, 2001, in which external shareholders of Balcke-Dürr AG (apart from Babcock Borsig Beteiligungs GmbH, a subsidiary of Babcock Borsig AG) would be given the opportunity to acquire shares in Nordex as part of a preferred allotment (see ‘‘The Offering—Allotment Principles, Reserved Amount’’). Contractual and Other Relationships with the Babcock Borsig Group Companies The subsidiaries of Nordex AG were subsidiaries within the Balcke-Dürr Group before its wind energy operations were transferred to and brought under the management of Nordex AG and Borsig Energy GmbH had entered into profit transfer agreements or control and profit transfer agreements with Südwind Energy GmbH, Nordex Automation GmbH, Nordex Planungs- und Vertriebsgesellschaft mbH and Nordex Rotor GmbH, which were terminated with good cause by Borsig Energy GmbH on 65
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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. . . . . . .
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Summary of the Offering Memorandum
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Management Board of Nordex AG and t
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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: Before construction of the wind par
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
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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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