OFFERING MEMORANDUM Global Offering of up to ... - Nordex
OFFERING MEMORANDUM Global Offering of up to ... - Nordex
OFFERING MEMORANDUM Global Offering of up to ... - Nordex
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shares <strong>to</strong> employees <strong>of</strong> the Company and its associated companies. Ins<strong>of</strong>ar as the Management Board<br />
does not utilize these powers <strong>to</strong> exclude subscription rights, the shareholders’ subscription rights can<br />
only be excluded for fractions. The Management Board is also authorized, with the approval <strong>of</strong> the<br />
S<strong>up</strong>ervisory Board, <strong>to</strong> have the new shares underwritten by a credit institution or an underwriting<br />
syndicate with an undertaking that these are <strong>of</strong>fered <strong>to</strong> shareholders for subscription by way <strong>of</strong> an<br />
indirect subscription right. The Management Board is authorized, with the approval <strong>of</strong> the S<strong>up</strong>ervisory<br />
Board, <strong>to</strong> determine further details relating <strong>to</strong> the capital increases from authorized capital II and their<br />
implementation.<br />
The changes <strong>to</strong> the authorized capital I and the authorized capital II are scheduled <strong>to</strong> be entered in the<br />
commercial register on April 2, 2001.<br />
Conditional Capital<br />
The ordinary general meeting <strong>of</strong> the Company passed a resolution on February 21, 2001 <strong>to</strong> create<br />
conditional capital for the purposes <strong>of</strong> an employee share scheme as follows:<br />
The share capital <strong>of</strong> the Company has been conditionally increased by EUR 3,400,000 by issuing <strong>up</strong> <strong>to</strong><br />
3,400,000 bearer shares. The conditional capital increase serves <strong>to</strong> safeguard shareholder’s preemption<br />
rights which will be issued by the Company by March 31, 2005 as a result <strong>of</strong> the authorization <strong>of</strong> the<br />
Management Board and S<strong>up</strong>ervisory Board on February 21, 2001. Such Board approval is an express<br />
condition for an issue <strong>of</strong> conditional capital. The conditional capital increase is only <strong>to</strong> be implemented<br />
<strong>to</strong> the extent that the preemption rights are issued and exercised. The New Shares carry dividend rights<br />
from the start <strong>of</strong> the fiscal year in which the preemption rights can be exercised (see ‘‘Executive Bodies<br />
<strong>of</strong> the Company, Employee and Management Share Scheme’’).<br />
The conditional capital increase was entered in the commercial register on March 22, 2001.<br />
Shareholders<br />
The following table shows the Company’s shareholder structure and the forecast breakdown <strong>of</strong><br />
ownership pre- and post-<strong>Offering</strong> taking in<strong>to</strong> account the Over-allotment Option.<br />
Share capital post-<strong>Offering</strong> Share capital post-<strong>Offering</strong><br />
(excluding Over-allotment (after Over-allotment Option<br />
Share capital pre-<strong>Offering</strong><br />
Option)<br />
has been fully exercised)<br />
Shareholder Shares (approx.)% Shares (approx.)% Shares (approx.)%<br />
Borsig Energy GmbH 27,407,500 80.49 16,771,195 32.22 13,012,501 25.00<br />
Nordvest A/S 6,642,500 19.51 3,978,805 7.64 3,037,499 5.84<br />
Total Selling Shareholders 34,050,000 100.00 20,750,000 39.87 16,050,000 30.84<br />
Preferred allotment (Friends and Family)<br />
max. 626,000 1.20 626,000 1.20<br />
Free float 30,674,000 58.93 35,374,000 67.96<br />
<strong>of</strong> which preferred subscription by<br />
shareholders <strong>of</strong> Balcke-Dürr AG max. 2,760,000 5.30 2,760,000 5.30<br />
Total 34,050,000 100.00 52,050,000 100.00 52,050,000 100.00<br />
Free Float<br />
If all <strong>of</strong> the shares <strong>of</strong>fered are placed, approximately 69.16% <strong>of</strong> the share capital <strong>of</strong> <strong>Nordex</strong> AG will be<br />
held by the general public (including the approximately 5.30% <strong>of</strong> shares acquired by the shareholders<br />
<strong>of</strong> Balcke-Dürr AG under a preferred allotment and an additional amount <strong>of</strong> approximately 1.20% held<br />
by shareholders who were <strong>of</strong>fered Shares by way <strong>of</strong> a preferred allotment). If the Over-allotment<br />
Option is not exercised, approximately 60.13% <strong>of</strong> <strong>Nordex</strong> AG’s share capital will be held by the general<br />
public, including the approximately 5.30% <strong>of</strong> shares acquired by <strong>to</strong> the shareholders <strong>of</strong> Balcke-Dürr AG<br />
by way <strong>of</strong> a preferred subscription and an additional amount <strong>of</strong> approximately 1.20% <strong>of</strong> shares held by<br />
the shareholders who were <strong>of</strong>fered Shares by way <strong>of</strong> a preferred allotment as part <strong>of</strong> the Friends and<br />
Family program.<br />
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