AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 13)

SUMMARY

The following constitutes the summary (the “Summary”) of the essential characteristics of and risks as-

sociated with the Issuer, the Guarantor and the Notes. This Summary should be read as an introduction to

this Prospectus. It does not purport to be complete and is taken from, and is qualified in its entirety by, the

remainder of this Prospectus. Any decision by an investor to invest in the Notes should be based on con-

sideration of this Prospectus as a whole. Where a claim relating to the information contained in this Pro-

spectus is brought before a court, the plaintiff investor might, under the national legislation of such court,

have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liabil-

ity attaches to the Issuer, but only if the Summary is misleading, inaccurate or inconsistent when read

together with the other parts of this Prospectus. Words and expressions defined in the Terms and Condi-

tions of the Notes of the Notes reproduced elsewhere in this Prospectus shall have the same meanings in

this Summary.

The term “AEG PS Group” when used herein refers to the Issuer together with its direct and indirect

subsidiaries, including the Guarantor, if, and to the extent, it refers to a period or a point in time after the

Business Combination, and to the Guarantor together with its then direct and indirect subsidiaries if, and

to the extent, it refers to a period or a point in time prior to the Business Combination. The term "Busi-

ness Combination" refers to the consummation of the (indirect) acquisition of the Guarantor by the Is-

suer on 10 September 2009.

Summary in respect of the Notes

Issuer: 3W Power Holdings S.A., Luxembourg

Guarantor: AEG Power Solutions B.V., Amsterdam, The Netherlands

Global Coordinator and Sole Lead

Manager:

Close Brothers Seydler Bank AG, Frankfurt am Main (“Close

Brothers”)

Principal Paying Agent for the Issuer: Bankhaus Gebr. Martin, AG, Kirchstraße 35, 73033 Göppingen

(the “Paying Agent“) will be the principal paying agent for the

Issuer.

Description of the Notes: Up to EUR 125,000,000 9.25 % notes due 1 December 2015

(the “Notes”), to be issued by the Issuer on 1 December 2010.

Status of the Notes: The obligations under the Notes constitute unsubordinated and,

except for the Guarantee, unsecured obligations of the Issuer

ranking pari passu among themselves and pari passu with all

other unsecured and unsubordinated obligations of the Issuer,

unless such obligations are accorded priority under mandatory

provisions of statutory law.

Guarantee: The Notes each have the benefit of a guarantee of AEG Power

Solutions B.V. which, presumably on 24 November 2010, will

unconditionally and irrevocably guarantee the due payment of

principal of, and interest on, and any other amount payable un-

der the Notes (the “Guarantee”). The Guarantee will automati-

cally expire upon satisfaction of all payment obligations under

the Notes. The obligations under the Guarantee constitute unse-

cured and unsubordinated obligations of the Guarantor, ranking

pari passu among themselves and pari passu with all other un-

subordinated and unsecured obligations of the Guarantor, ex-

cept for obligations mandatorily preferred by law.

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