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

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General Information on the Company Overview Nordex AG was founded on August 25, 2000 as ‘‘Taifun AG’’, with the principal object of acting as a holding company for all of the Balcke-Dürr Group’s wind power activities, which included Nordex Energy GmbH, including its foreign subsidiaries, Südwind Energy GmbH, Nordex Automation GmbH, Nordex Rotor GmbH and Nordex Planungs- und Vertriebsgesellschaft mbH. The economic origins of the Nordex Group date back to 1991, when Nordex Energy GmbH was formed as ‘‘Nordex Energieanlagen GmbH’’. Since its formation, this company has been active in the fields of manufacturing and selling wind turbines. Formation, Development and Reorganization of the Group Structure Nordex AG is entered in the commercial register of the Oberhausen Local Court under the number HRB 3659. The general meeting of the Company which took place on February 21, 2001 passed a resolution to relocate the Company’s registered office to Rostock; this decision has not yet been registered with the commercial register. The Company expects to apply for registration of the relocation of its registered office in April 2001 after the capital increase for the Offering has been registered (see ‘‘Capitalization’’). At the time this Offering Memorandum was approved, the Company’s share capital totaled EUR 34,050,000.00. Nordex AG was formed by Borsig Energy GmbH, Oberhausen, Germany, as ‘‘Taifun AG’’ (hereinafter referred to as ‘‘Nordex AG’’) with the adoption of its Articles of Association on August 25, 2000. The Company was registered in the commercial register of Oberhausen Local Court on September 19, 2000 under the number HRB 3659 with share capital of EUR 50,000.00. The share capital comprised 50,000 no-par value bearer shares with a nominal value of EUR 1.00 each. Since the Company’s formation its registered office has been in Oberhausen. Borsig Energy GmbH, Nordvest A/S, Give, Denmark and the Company agreed, pursuant to a contribution and share transfer agreement that Borsig Energy GmbH and Nordvest A/S would contribute all of the interests which they held in their respective companies active in the wind power sector to Nordex AG, then ‘‘Taifun AG’’, in return for the issue of new shares in Nordex AG. In the contribution and share transfer agreement, Borsig Energy GmbH transferred to Nordex AG all of the interests it held in Nordex Energy GmbH (registered office in Rerik), in Südwind Energy GmbH (registered office in Oberhausen), in Nordex Rotor GmbH (registered office in Rostock), in Nordex Automation GmbH (registered office in Oberhausen) and in Nordex Planungs- und Vertriebsgesellschaft mbH (registered office in Bad Essen). Nordvest A/S transferred all of the interests it held in Nordex Energy GmbH to the Company, which now holds all the shares in the companies named above. In all cases, these transfers were conditional upon the entry in the commercial register of the capital increase and the performance of the post-formation acquisition within the meaning of section 52 of the Aktiengesetz (German Public Companies Act). In order to implement the contribution and share transfer agreement, Nordex AG’s General Meeting on November 23, 2000 resolved to increase the Company’s share capital by EUR 34,000,000 from EUR 50,000 to EUR 34,050,000 in exchange for non-cash contributions by issuing 34,000,000 bearer shares. Shareholders statutory preemption rights were excluded. Of the 34,000,000 new shares, Borsig Energy GmbH subscribed for and acquired 27,357,500 bearer shares against the following contributions: an equity interest with a nominal value of DM 78,000 (75% of the ordinary share capital) in Nordex Energy GmbH, four equity interests with a total nominal value of DM 100,000 (100% of the ordinary share capital) in Nordex Planungs- und Vertriebsgesellschaft mbH, an equity interest with a nominal value of EUR 25,000 (100% of the ordinary share capital) in Nordex Rotor GmbH, an equity interest with a nominal value of EUR 25,000 (100% of the ordinary share capital) in Südwind Energy GmbH and an equity interest with a nominal value of DM 200,000 (100% of the ordinary share capital) in Nordex Automation GmbH. Nordvest A/S acquired 6,642,500 new shares against a contribution of two equity 68
interests it held with a total nominal value of DM 26,000 in Nordex Energy GmbH. As Nordex AG’s capital increase in exchange for non-cash contributions exceeded 10% of the capital in place at the time the resolution was passed and because this capital increase was implemented within two years of the Company’s formation, it was subject to the post-formation acquisition provisions laid down by section 52 of the Aktiengesetz (German Stock Corporations Act). The Supervisory Board accordingly submitted its post-formation report on December 5, 2000. The Duisburg-based firm of auditors Fasselt und Partner has been appointed by the local court of Oberhausen to audit the non-cash contribution and post-formation acquisition. Fasselt und Partner submitted a report on the non-cash contribution and post-formation acquisition dated December 8, 2000. The auditor’s report concluded with the finding: ‘‘On completion of our audit in accordance with professional standards and in compliance with sections 34 and 52 (4) of the Aktiengesetz (AktG – German Stock Companies Act), we certify that, on the basis of the documents, books and written records, together with the declaration and evidence provided to us, that the audit of the post-formation acquisition for Taifun AG did not give rise to any reservations, and that the information contained in the post-formation acquisition report by the Supervisory Board of Taifun AG is in line with statutory provisions. The value of the non-cash contributions totaled the theoretical nominal value of EUR 34,000,000 of the bearer shares to be granted.’’ In addition, the General Meeting on November 23, 2000 resolved authorized capital (see ‘‘Capitalization—Authorized Capital’’). The Extraordinary General Meeting of Nordex AG on December 8, 2000 accepted the non-cash contribution agreement as a post-formation acquisition contract. The capital increase, the post-formation acquisition and the authorized capital were filed with the commercial register on December 8, 2000 and were entered in the commercial register on December 14, 2000. Additional Company-law Matters On January 26, 2001, the Extraordinary General Meeting of Nordex AG resolved, among other matters, to change the Company’s name from ‘‘Taifun AG’’ to ‘‘Nordex AG’’, to change the objects of the Company and to amend the rest of the Company’s Articles of Association, in particular with regard to the size of the Supervisory Board, the location of the General Meeting and the Management Board’s powers of representation. The resolutions were filed with the commercial register and were registered on February 12, 2001. On February 1, 2001 Nordex AG concluded profit transfer agreements with its subsidiaries Nordex Energy GmbH, Südwind Energy GmbH, Nordex Automation GmbH, Nordex Planungs- und Vertriebsgesellschaft mbH and Nordex Rotor GmbH as well as control contracts with some of these companies, which were approved by Borsig Energy GmbH and the companies’ shareholders’ meetings on February 21, 2001 and by Nordex AG’s Ordinary General Meeting on February 21, 2001. In order to avoid any uncertainty as to when agreements which had previously existed with Borsig Energy GmbH had been terminated, Borsig Energy GmbH and Nordex AG agreed that they would each put the other in the position that they would have been in, had the relevant agreements between Borsig Energy GmbH and the subsidiaries of Nordex AG been terminated as of October 1, 2000 and had such agreements been entered into, at the same time, between Nordex AG and its subsidiaries. As a result, Borsig Energy GmbH waived its profit participation right and – insofar as direct-control contracts applied – it also waived the exercise of its right of control. In return, Nordex AG made an undertaking to reimburse Borsig Energy GmbH for any losses that may occur. The company agreements with Südwind Energy GmbH and Nordex Automation GmbH were filed with the Commercial Register on March 8, 2001. The company agreements between Südwind Energy GmbH and Nordex Automation GmbH were declared at the commercial register on March 8, 2001 and entered in the commercial register on March 26, 2001 and March 22, 2001 respectively. The Agreement with Nordex Planungsund Vertriebsgesellschaft mbH will shortly be declared at the commercial register. 69
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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
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Shareholders. In each case, the cos
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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: Agreements with Associated Companie
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
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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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