AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 3)

III

3W Power Holdings S.A.

(a company organised as a société anonyme under the laws of Luxembourg)

Issue of up to

EUR 125,000,000

9.25 % Notes due 2015

guaranteed by AEG Power Solutions B.V., The Netherlands

3W Power Holdings S.A. (the “Issuer”) will issue on 1 December 2010 the (the “Issue Date”) up to

EUR 125,000,000 9.25 % notes due 1 December 2015 (the “Notes”). The Notes will bear interest from and in-

cluding 1 December 2010 to, but excluding, 1 December 2015 at a rate of 9.25 % per annum, payable annually

in arrears on 1 December of each year. The first payment of interest on the Notes shall be made on 1 December

2011. The Notes will be redeemed at par on 1 December 2015.

The obligations under the Notes constitute unsubordinated and, except for the guarantee described below, unse-

cured 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 provi-

sions of statutory law. The Notes have the benefit of an unconditional and irrevocable guarantee (the “Guaran-

tee”) of AEG Power Solutions B.V., The Netherlands (the “Guarantor”). The Notes and the Guarantee will be

effectively subordinated to all secured indebtedness of the Issuer and the Guarantor to the extent of the value of

the collateral securing such indebtedness.

The Notes are subject to the redemption provisions as set out elsewhere in this Prospectus.

Application has been made to include the Notes to trading in the Open Market of the Frankfurt Stock Exchange

and to the Bondm segment of the exchange regulated market (Freiverkehr) of the Baden-Württembergische

Börse Stuttgart.

Investing in the Notes involves risks. See “Risk Factors” beginning on page 42.

__________________

Issue Price: 100 %

The Notes have been accepted for clearing through the Clearing System.

__________________

SOLE GLOBAL COORDINATOR AND BOOKRUNNER

Close Brothers Seydler Bank AG

This document (the "Prospectus") constitutes a prospectus for the purposes of a public offer of the Notes in Germany. It further constitutes

a prospectus for the purposes of Article 5.3 of the Prospectus Directive and the Luxembourg law on prospectuses for securities of 10 July

2005 implementing the Prospectus Directive in Luxembourg. This Prospectus has been prepared in the English and German language. This

Prospectus has been approved by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du

Secteur Financier- "CSSF") and notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanz-

dienstleistungsaufsicht - "BaFin") in accordance with Article 19 of the Luxembourg Prospectus Law.

The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securi-

ties Act”). The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant

to an exemption from the registration requirements under the U.S. Securities Act. See “Notice” for additional information about eligible

offerees and transfer restrictions.

Prospectus dated: 16 November 2010

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