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DGAP-News: 3W Power S.A. / AEG Power Solutions: 3W Power S.A. announces key dates for the implementation of the envisaged rights offering and exchange offer in connection with the financial restructuring

July 22, 2014

DGAP-News: 3W Power S.A. / AEG Power Solutions / Key word(s): Corporate Action/Capital Increase 3W Power S.A. / AEG Power Solutions: 3W Power S.A. announces key dates for the implementation of the envisaged rights offering and exchange offer in connection with the financial restructuring 22.07.2014 / 16:43 --------------------------------------------------------------------- July 22, 2014 3W Power S.A. announces key dates for the implementation of the envisaged rights offering and exchange offer in connection with the financial restructuring - Subscription period for New Share I relating to EUR 4 Mio capital increase starts on 24 July 2014 and ends on 25 August 2014 - Delisting of Old Bond 2010/2015 scheduled for 25 July 2014 - Acquisition period for New Bond 2014/2019 and New Shares II starts on 31 July 2014 and ends on 22 August 2014 - Inclusion of New Shares I and New Shares II in existing listing (ISIN LU1072910919) and listings of New Bond is expected for 29 August 2014 Luxembourg/Zwanenburg, The Netherlands - July 22, 2014. 3W Power S.A. (ISIN LU1072910919, 3W9K) (the "Company"), holding company of AEG Power Solutions Group, a global provider of power electronics systems and solutions for industrial power supplies and renewable energy applications, has today set the key dates for the envisaged rights offering and exchange offer in connection with its financial restructuring as resolved by the Company's extraordinary shareholders' meeting on 25 June 2014 ("EGM"). The Capital Reduction The technical implementation of the reverse share split with a ratio of 10:1 as resolved by the EGM was effected on 16 July 2014 (start of trading). The converted registered shares are trading under the new stock symbol 3W9K (previously 3W9), ISIN LU1072910919 (previously LU0953526265) or the new WKN A114Z9 (previously A1W2L4). The mandatory fractional rights settlement period in connection with the share split started on 16 July 2014 and will end today. The Rights Offering As announced in a separate ad hoc notice today, the Company concluded an underwriting agreement with a firm commitment undertaking by Close Brothers Seydler Bank AG ("CBSB") for the implementation of the capital increase from authorized capital of the Company with subscription rights announced as part of the financial restructuring. Accordingly, the Company resolved to increase its share capital from EUR 50,236.02 by EUR 251,097.31 to EUR 301,333.33 by issuing 25,109,731 new registered shares with a nominal value of EUR 0.01 and with full dividend rights from 1 January 2014 ("New Shares I"). The New Shares I will be offered to the Company's shareholders by way of indirect subscription rights in accordance with the subscription ratio of 1:5 (5 New Shares for every existing share) and at a subscription price of EUR 0.16 . Based on the prevailing share price the rights offering will be carried out based on a substantial discount. Any New Shares I not subscribed for by the existing shareholders in the rights offering as well as 1,164,551 New Shares I to which subscription rights have been excluded in order to establish an even subscription ratio will be offered for purchase in the context of private placements outside the United States of America pursuant to Regulation S of the Securities Act . Certain board members and other investors have undertaken vis-À-vis CBSB and the Company to purchase at the subscription price the entire amount of New Shares I to the extent not subscribed for by the existing shareholders as part of the rights offering. The subscription period starts on 24 July 2014 and ends on 25 August 2014 (inclusive). An organized trading in subscription rights will not be applied for. For further information please refer to the prospectus dated 22 July 2014 and the Subscription Offer which will be published on 23 July 2014 in the German Federal Gazette ("Bundesanzeiger") and on the Company's website. The Exchange Offer As part of the envisaged debt-to-equity swap the Company will further substantially increase the issued share capital of the Company by EUR 535,703.70 by issuing 53,570,370 new registered shares with a nominal value of EUR 0.01 and with full dividend rights from 1 January 2014 ("New Shares II") in exchange for the notes to be contributed by the holders of the 9.25 % bearer bonds 2010/2015 ISIN: DE000A1A29T7 / WKN A1A29T in an aggregate nominal amount of EUR 100,000,000 (the "Old Bond" and the holders of the Old Bond the "Bond Creditors"). The details of the issuance of the New Shares II are set forth in the securities prospectus dated 22 July 2014. In addition, the Company will issue a new bond (ISIN DE000A1ZJZB9 / WKN A1ZJZB) (the "New Bond") with a total volume of EUR 50,000,000.00 and a term of five years as well as an initial interest rate (to be paid semi-annually) of 4 % per annum (first year of the term) which will increase by 2 percentage points per annum for each following year of the term. The New Bond will be offered to the Bond Creditors as an additional consideration for the contribution of the Old Bond. The terms and conditions applicable to the New Bond are to be gathered from the prospectus relating to the issuance of the New Bond expected to be published on 29 July 2014. As resolved by the Bond Creditors' meeting of the holders of the Old Bond of 5 May 2014, the Bond Creditors will receive a right to subscribe for 452 New Shares II and a right to acquire a note of the New Bond in the nominal amount of EUR 500.00 for each note of the Old Bond with a nominal amount of EUR 1,000.00 each (plus all accrued and future interest up to the point of the contribution of the Old Bond to the Company) or to receive cash settlement. The right to subscribe the New Shares II and the right to acquire a note of the New Bond may be exercised independently. Important Note: Delisting of Old Bond scheduled for 25 July 2014 In order to enable the exchange of the Old Bond into acquisition rights, CBSB will apply for a delisting (Einstellung der BÖrsennotierung) of the Old Bond with end of trading on the stock exchanges expected on 25 July 2014. The stock exchanges will publish their decision on the delisting usually one day before the delisting takes place. The transfer of the Old Note against delivery of the acquisition rights for New Shares II and the New Bond is scheduled to take place on 30 July 2014. The acquisition period in relation to the New Shares II and the New Bond is expected to start on 31 July 2014 and end on 22 August 2014 (inclusive). An organized trading in acquisition rights will not be applied for. For further information please refer to the prospectus dated 22 July 2014 in respect of the New Shares II and the prospectus dated on or around 29 July 2014 in respect of the New Bond as well as to the Acquisition Offer which is expected be published on 30 July 2014 in the German Federal Gazette ("Bundesanzeiger") and on the Company's website. The New Shares I and the New Shares II are expected to be included in the existing listing for the shares of the Company (ISIN LU1072910919) on 29 August 2014. The inclusion of the notes of the New Bond to trading in the unregulated market (Open Market) of the Frankfurt Stock Exchange is expected to be effected on 29 August 2014. Disclaimer This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. The rights offering will be made solely on the basis of the prospectus dated 22 July 2014. The exchange offer will be made on the basis of the prospectus dated 22 July 2014 with respect to the New Shares II and on the basis of the prospectus scheduled for 29 July 2014 with respect to the New Bond. The information legally required to be provided to investors is contained only in the prospectuses. The prospectuses will be available following its respective approval date on the internet at the Company's website (www.aegps.com) and during normal business hours at the Company. This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities in the United States of America, nor is part of such offer or solicitation. The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration pursuant to the Securities Act (as amended) or an exemption from registration under the Securities Act. The Issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America. Outside Germany and Luxembourg, this publication is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended) ("Qualified Investors"). In addition, in the United Kingdom, this publication is being distributed only to, and is directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are high net worth entities falling within Articles 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated. The information contained herein is not for publication or distribution in or into the United States of America, Canada, Japan or Australia. -- End of Announcement -- About 3W Power/AEG Power Solutions: 3W Power S.A. (previously: WKN A1W2L4 / ISIN LU0953526265; new: WKN A114Z9 / ISIN LU1072910919), based in Luxembourg, is the holding company of AEG Power Solutions Group. The Group is headquartered in Zwanenburg in the Netherlands. The shares of 3W Power are admitted to trading on Frankfurt Stock Exchange (previously ticker symbol: 3W9, new 3W9K). For more information, visit www.aegps.com This communication does not constitute an offer or the solicitation of an offer to buy, sell or exchange any securities of 3W Power. This communication contains forward-looking statements which include, inter alia, statements expressing our expectations, intentions, projections, estimates, and assumptions. These forward-looking statements are based on the reasonable evaluation and opinion of the management but are subject to risks and uncertainties which are beyond the control of 3W Power and, as a general rule, difficult to predict. The management and the company cannot and do not, under any circumstances, guarantee future results or performance of 3W Power and the actual results of 3W Power may materially differ from the information expressed or implied in the forward-looking statements. As a result, investors are cautioned against relying on the forward-looking statements contained herein as a basis for their investment decisions regarding 3W Power. 3W Power undertakes no obligation to update or revise any forward-looking statement contained herein. For further information, please contact: Katja Buerkle Investor Relations & Financial CommunicationsAEG Power Solutions Tel.: +31 20 4077 854 Mobile: +31 6 1095 9019 Email: investors@aegps.comChristian HillermannHillermann Consulting Investor Relations for AEG Power Solutions Tel.: +49 40 320 279 10 Mobile: +49 173 5379660 Email: office@hillermann-consulting.de End of Corporate News --------------------------------------------------------------------- 22.07.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: 3W Power S.A. / AEG Power Solutions 19, rue EugÈne Ruppert L-2453 Luxembourg Grand Duchy of Luxembourg Phone: +31 20 4077 863 Fax: +31 20 4077 875 E-mail: michael.julian@aegps.com Internet: www.aegps.com ISIN: LU1072910919, DE000A1A29T7, WKN: A114Z9 , A1A29T, Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Berlin, Berlin - Tradegate Exchange, MÜnchen End of News DGAP News-Service --------------------------------------------------------------------- 278862 22.07.2014


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