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

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2000; Nordex Rotor GmbH and Nordex AG, as holding company, are included for the fiscal year ended September 30, 2000, only. However, only the wind energy technology division of the former Babcock Prozeßautomation GmbH (now Nordex Automation GmbH) was included in the IAS Pro Forma Consolidated Financial Statements and the IAS Pro Forma Consolidated Interim Financial Statements; the conventional power plant technology division, which was spun off from the former Babcock Prozeßautomation GmbH as of October 1, 2000 pursuant to the Purchase and Transfer Agreement dated November 15, 2000, was not included. In addition, Nordex Planungs- und Vertriebsgesellschaft mbH was included in the IAS Pro Forma Consolidated Financial Statements for the Fiscal Year 1997/1998 only for the stub period beginning as of January 1, 1998 through September 30, 1998, since Nordex Planungs-und Vestriebsgesellschaft mbH was acquired with economic effect as of January 1, 1998 from its then major shareholder, Borsig Energy GmbH. Another of the Company’s subsidiaries, Südwind Energy GmbH (formed as Südwind Borsig Energy GmbH on March 22, 1999), is included in the Consolidated Group as of fiscal year 1998/1999. Since the results of Nordex Rotor GmbH (formed as Borsig Rotortechnik GmbH on September 21, 1999) and Nordex AG as holding company (formed as Taifun AG on August 25, 2000) were not material for prior years, their results are included beginning with the fiscal year ended September 30, 2000. The following table shows a summary of the consolidated Group structure as of December 14, 2000, the date the Group’s current legal structure was established. The IAS Pro Forma Consolidated Financial Statements have been based on this Group structure to allow for comparability. Name Percent Interest in subsidiary Year of initial inclusion in the Pro Forma – as of Dec. 31, 2000 – consolidated Group Nordex Energy GmbH — formerly Nordex GmbH — 100.00 Nordex AG, Oberhausen 1997/1998 Nordex Planungs- und Vertriebsgesellschaft mbH — 100.00 Nordex AG, Oberhausen 1997/1998 NORDEX Automation GmbH — formerly Babcock Prozeßautomation GmbH — 100.00 Nordex AG, Oberhausen 1997/1998 Südwind Energy GmbH — formerly Südwind Borsig Energy GmbH – 100.00 Nordex AG, Oberhausen 1998/1999 Nordex Rotor GmbH — formerly Borsig Rotortechnik GmbH — 100.00 Nordex AG, Oberhausen 1999/2000 Nordex AG — formerly Taifun AG — 19.51 80.49 Nordvest A/S, Give (Denmark) Borsig Energy GmbH, Oberhausen 1999/2000 Nordex Energy GmbH’s foreign subsidiaries are Nordex Iberica Borsig Energy S.A., Spain, Ekter Eoliki, A.E., Greece, Nordex Omnical Energy Services (Shanghai) Co. Ltd., China, Nordex Hellas E.P.E., Greece, and Nordex USA Inc., United States. These companies are primarily involved in sales and distribution and are not included in the consolidated Group as the results were not material for prior years. Nordex Energy GmbH’s subsidiaries are included in the IAS Pro Forma Consolidated Financial Statements for the fiscal years 1998/1999 and 1999/2000 at amortized cost. Nordex Energy GmbH’s 40% interest in Xi’an Nordex Wind Turbine Co. Ltd., China, was not included in the consolidated Group, as it is neither a subsidiary nor an associated undertaking according to IAS. 88
Comparison of Fiscal Years 1999/2000, 1998/1999 and 1997/1998 Results of Operations The following table shows a three-year comparison of selected data and key figures relating to the Group’s results of operations: Fiscal years Results of operations 1999/ 2000 1998/1999 1997/ 1998 EUR thousand Net sales 272,670 223,743 82,477 Total operating performance 270,191 232,624 85,259 Depreciation/amortization expense 3,725 2,096 862 Operating profit 13,214 10,000 2,816 Net financial result -2,865 122 -335 Taxes* 3,914 3,592 885 Net income 6,435 6,530 1,595 Cost of materials ratio 1 Personnel expenses ratio 2 Return on sales 3 Return on equity 4 * Income taxes and other taxes 1 Cost of materials : total operating performance 2 Personnel expenses : total operating performance 3 Net income : net sales 4 Net income : equity (less retained profits) 75.4% 81.2% 78.1% 7.1% 5.5% 6.9% 2.4% 2.9% 1.9% 101.3% 104% 25.5% In addition to the above, selected figures from the Group’s pro forma consolidated income statements are analyzed below. Net sales and total operating performance Net sales, which amounted to EUR 82.5 million in fiscal year 1997/1998, increased by approximately 171% to EUR 223.7 million in fiscal year 1998/1999, and by approximately 22% to EUR 272.7 million in fiscal year 1999/2000. Nordex Energy GmbH was the strongest performing unit and chief contributor to net sales. On an unconsolidated basis, its sales accounted for EUR 77.1 million, approximately 93% of the Nordex Group’s total sales in fiscal year 1997/1998. In fiscal year 1998/1999, on an unconsolidated basis this subsidiary contributed EUR 211 million (approximately 94%) of the Nordex Group’s total sales and EUR 248 million (approximately 91%) in fiscal year 1999/2000. The Group’s main source of sales in fiscal year 1998/1999 was the newly developed N-60/62 wind turbine with a total output of 1.3 megawatts. In the following fiscal year, foreign sales (in particular from the Iberian peninsula, Greece, Denmark, China and the United States) increased in particular due to the successful commencement of the Company’s internationalization program, which was also reflected in the strategic establishment and expansion of the Company’s foreign subsidiaries. The downturn in domestic sales during the same period was due primarily to Nordex Energy GmbH’s focusing heavily on developing the next generation N-80 wind turbine which prevented it from being able to meet the demand for smaller turbines from the market and its existing customers. Südwind Energy GmbH, which was included in the consolidation beginning with fiscal year 1998/1999, produces wind turbines, erects turnkey wind farms and services wind turbines. Its net sales increased by approximately 127% from EUR 10.9 million in fiscal year 1998/1999 to EUR 24.8 million in fiscal year 1999/2000. This increase was primarily due to the expansion of its business with sales of the mature S-46 wind turbine, which has a total output of 0.6 megawatt, and the introduction of the modern S-70 wind turbine, which has a total output of 1.5 megawatts. 89
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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
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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 and 92: two comprises the managing director
Page 93: Management’s Discussion and Analy
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
Page 143 and 144: 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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