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

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onds carrying subscription or conversion rights, the exercise price will be reduced by the amount corresponding to the average price of the subscription rights granted to the shareholders on all trading days on the Frankfurt Stock Exchange. The reduced exercise price applies with effect from the first trading day on the Frankfurt Stock Exchange following expiration of the subscription period for the new shares or bonds carrying conversion or subscription rights. The exercise price will not be reduced if the option holders are granted a subscription right. In the event of a capital increase from corporate resources, the contingent capital created to secure the options will be increased in the same proportion as the share capital (Section 218 of the AktG – German Public Limited Companies Act). In the event that the share capital is increased pursuant to Section 207 Paragraph 2 Sentence 2 of the AktG without issuing new shares, the capital increase from corporate resources will not affect the legal status of the option holders. If, in contrast, new shares are issued, the option holders will be provided with as many additional shares when exercising their option as if they had already exercised their option at the time of the capital increase from corporate resources. Fractions of shares arising as a result of a capital increase from corporate resources will not be provided when the option is exercised, but will be sold at best for the account of the option holder. The proceeds will be provided to the option holder when the shares are issued. In the event of a capital reduction, the exercise price or the option ratio will not be adjusted in those cases where the capital reduction does not change the aggregate number of shares or the capital reduction is linked to a capital repayment or the purchase of own shares. In the event of a capital reduction by the consolidation of shares without a capital repayment or the purchase of own shares without a change in capital (stock split), the number of shares for which one option may be acquired at the exercise price will be reduced or increased in proportion to the capital reduction or stock split. Friends and Family Program As part of the public offering, up to a total of 626,000 shares, which equates to approximately 2% of the Offered Shares, (excluding the Over-allotment Option) were offered by way of a preferential allotment to Nordex Group employees, members of Nordex AG’s Management Board and managers of Nordex AG’s subsidiaries as well as business partners as part of a so-called Friends and Family program. No such preferential offer was made to members of the Company’s Supervisory Board. As part of the Offering, all employees of Nordex in Germany and Denmark acquired the right to preferential subscription rights to shares in the Company with a current value of up to EUR 10,000 at the issue price. In addition, as part of the Offering, selected business partners of the Company were granted the opportunity to subscribe for shares of the Company with a current value of up to EUR 15,000 at the issue price as part of a preferential allotment within the Offering. To this extent the usual offering conditions apply. Subscription orders by business partners in excess of the intended payment volume will not be given preferential treatment. 86
Management’s Discussion and Analysis of Financial Condition and Results of Operations Historical Financial Information The following discussion and analysis of financial condition and results of operations of the Nordex Group should be read in conjunction with (i) the IAS Pro Forma Consolidated Financial Statements for the fiscal years ended September 30, 1998, 1999 and 2000, prepared in accordance with International Accounting Standards and audited by BDO Deutsche Warentreuhand Aktiengesellschaft (‘‘BDO’’), in respect of which an audit opinion has been issued, and (ii) the IAS Pro Forma Interim Consolidated Financial Statements for the first quarter of fiscal year 2000/2001, prepared in accordance with IAS and reviewed by BDO. The IAS Pro Forma Financial Statements and the IAS Pro Forma Consolidated Interim Financial Statements for the first quarter of fiscal year 2000/2001 are included in the Offering Memorandum under ‘‘Financial Information’’ and comply in all material aspects with the requirements of IAS. The comparative figures for the first quarter of fiscal year 1999/2000, contained in the IAS Pro Forma Interim Consolidated Financial Statements and also included in the Offering Memorandum under ‘‘Financial Information’’, are based solely upon the Company’s internal statistical records provided, because the Company’s information technology system was converted to SAP R3 during the first quarter of fiscal year 1999/2000. Accordingly, no comparative analysis of these two interim periods has been provided herein. Overview of the Nordex Group Companies Nordex AG is the parent Company of the Nordex Group and is a holding company which conducts its activities through its five subsidiaries, Nordex Energy GmbH (formerly Nordex GmbH), Südwind Energy GmbH (formerly Südwind Borsig Energy GmbH), Nordex Rotor GmbH (formerly Borsig Rotortechnik GmbH), Nordex Automation GmbH (formerly the wind energy technology division of Babcock Prozeßautomation GmbH) and Nordex Planungs- und Vertriebsgesellschaft mbH (in future: NPV Planning & Vertrieb GmbH). The Nordex Group is active in the field of developing and manufacturing wind turbines, the technical planning and fitting out of wind farms and servicing wind turbines and wind farms. The Company, now named Nordex AG, was formed by Borsig Energy GmbH as ‘‘Taifun AG’’ and was entered into the commercial register of Oberhausen Local Court on September 19, 2000. Pursuant to a contribution and share transfer agreement between Borsig Energy GmbH, Nordvest A/S, of Give, Denmark and Nordex AG, Borsig Energy GmbH and Nordvest A/S contributed all of the interests they held in Nordex Energy GmbH, Südwind Energy GmbH, Nordex Rotor GmbH, Nordex Automation GmbH and Nordex Planungs- und Vertriebsgesellschaft mbH are transferred to Nordex AG in return for the issue of new shares of Nordex AG (see ‘‘General Information on the Company — Formation, Development and Reorganization of the Group Structure’’). Prior to the restructuring of the Group, profit and loss transfer agreements and in some cases control agreements existed between Borsig Energy GmbH and NPV Planungs- und Vertriebsgesellschaft mbH, Nordex Automation GmbH, Südwind Energy GmbH and Nordex Rotor GmbH. These contracts with Borsig Energy GmbH have been terminated, and the termination of the profit and loss transfer agreements did not result in any financial burden for the Nordex Group. Nordex AG has not entered into any profit and loss transfer agreements with its shareholders. Companies Included in the Consolidation The following discussion, analysis and financial information for the Nordex Group for the three fiscal years ended September 30, 1998, 1999 and 2000 includes three of the Group’s subsidiaries, Nordex Energy GmbH, Nordex Planungs- und Vertriebsgesellschaft mbH and Nordex Automation GmbH. In addition, Südwind Energy GmbH is included for the two fiscal years ended September 30, 1999 and 87
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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
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Capitalization The following table
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organizational structures to meet t
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condition, results of operations an
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Risks Inherent in the Market and Co
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In addition, there is a risk that p
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Shareholders’ Meeting of Nordex A
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Nordex AG believes that generating
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The US provides federal support for
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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: two comprises the managing director
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
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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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