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DGAP-Adhoc: 3W Power S.A. announces results of the subscription offer and exchange offer and sets placement price of new shares and new bonds

August 26, 2014

3W Power S.A. / AEG Power Solutions / Key word(s): Capital Reorganisation/Bond 26.08.2014 21:32 Dissemination of an Ad hoc announcement according to 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- August 26, 2014 3W Power S.A. announces results of the subscription offer and exchange offer and sets placement price of new shares and new bonds - Subscription rate for New Rights Offer Shares amounts to approx. 78 % - Bond creditors exercise acquisition rights to Exchange Offer Shares amounting to approx. 82 % and to new notes amounting to approx. 84 % - Placement price in accelerated bookbuilding: EUR 0.26 for each Exchange Offer Share and 70 % of the nominal value of the new notes, i.e. EUR 350.00 for each new note Luxembourg/Zwanenburg, The Netherlands - August 26, 2014. 3W Power S.A. (Shares: ISIN LU1072910919, 3W9K, New Bonds: ISIN DE000A1ZJZB9 / WKN A1ZJZB) (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, announces the results of the subscription offer and of the exercising of acquisition rights by the creditors of its previous 9.25 % bearer bonds 2010/2015 (ISIN DE000A1A29T7 / WKN A1A29T) (the "Old Bond") and the placement price for the Exchange Offer Shares and new notes for which the acquisition rights have not been exercised. The Company has successfully placed all 25,109,731 new shares issued in connection with its cash capital increase from authorised capital (the "New Rights Offer Shares"). The subscription rate for the New Rights Offer Shares amounted to approximately 78 %. The New Rights Offer Shares which have not been subscribed as part of the subscription offer as well as 1,164,551 New Rights Offer Shares to which subscription rights have been excluded in order to establish an even subscription ratio have been allocated at the subscription price of EUR 0.16 in the context of private placements to certain investors based on their irrevocable commitments to underwrite the New Rights Offer Shares not placed in the rights offering. During the acquisition period from 31 July 2014 up to 22 August 2014, the creditors of the Old Bond made use of their acquisition rights to new shares (the "Exchange Offer Shares") amounting to approximately 82 % and to the new notes (ISIN DE000A1ZJZB9 / WKN A1ZJZB) amounting to approximately 84 %. The Exchange Offer Shares and the new notes for which the creditors of the Old Bond did not exercise their acquisition rights or chose cash compensation have been offered by Close Brothers Seydler Bank AG acting as settlement agent in an accelerated bookbuilding on 25/26 August 2014. The placement price for the Exchange Offer Shares for which the acquisition rights have not been exercised has been set at EUR 0.26 and the placement price for the new notes for which the acquisition rights have not been exercised has been set at 70 % of the nominal value of the new notes, i.e. EUR 350.000. The pro-rata sale proceeds from the sale of the Exchange Offer Shares and new notes will be transferred on or about 3 September 2014 to creditors of the Old Bond who did not exercise their acquisition rights or chose cash compensation. The New Rights Offer Shares and the Exchange Offer Shares are scheduled to be included in the existing shares listing of the Company (ISIN LU1072910919) on 29 August 2014. The inclusion of the new notes to trading in the unregulated market (Open Market) of the Frankfurt Stock Exchange is scheduled to be effected already on 27 August 2014 by way of trading on terms of issue. Disclaimer This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities. A subscription offer and the exchange offer with respect to the Exchange Offer Shares have been made solely on the basis of the prospectus dated 22 July 2014 (including its supplements) and the exchange offer with respect to the new notes has been made on the basis of the prospectus dated 29 July 2014 (including its supplements). The information legally required to be provided to investors is contained only in the prospectuses. The prospectuses are available free of charge 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 -- Characters: c. 5,700 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 For further information, please contact: Katja Buerkle Investor Relations & Financial Communications AEG 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.de26.08.2014 The DGAP 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 Announcement DGAP News-Service ---------------------------------------------------------------------------


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Source: DGAP Ad Hoc Disclosures


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