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The consolidated unaudited Pro-Forma Income Statement for the year ended 31 December 2009 of the
Issuer has been examined by KPMG Accountants N.V., Laan van Langerhuize 1, 1186 DS Amstelveen,
The Netherlands. KPMG Accountants is registered with the Royal Dutch Institute of Chartered Account-
ants (Koninklijk Nederlands Instituut voor Registeraccountants).
The Issuer's consolidated financial statements as at and for the period ended 31 December 2008 under
IFRS have been audited by Deloitte LLP, Chartered Accountants, St Peter Port, Guernsey, independent
accountants, as stated in their reports appearing elsewhere herein and is accompanied by an unqualified
auditor's report, copies of which are included in this Prospectus. Deloitte LLP is registered with the Insti-
tute of Chartered Accountants in England and Wales.
KPMG Audit S.à.r.l., 9, Allée Scheffer, 2520 Luxembourg has been appointed as the Issuer's statutory
auditor as per 7 May 2010.
Rating of AEG PS Group
The Guarantor was rated “B-“ (outlook stable) by Standard & Poor’s Financial Services LLC (“S&P”).
This rating is a company rating and only refers to the Guarantor. The Notes described in this Prospectus
are not rated and a rating is not anticipated.
S&P defines a rating of “B” as follows: “A liability rated “B” bears a higher risk of shortfall in payment
as a liability rated ‘BB’. However, the obligor is able to meet its payment obligations towards the liabili-
ties. Adverse business, financial or economic conditions will probably influence the ability and willing-
ness of the obligor to fulfil its payment obligations. “B-“ is considered the lowest “investment grade”
rating by market participants. The S&P rating scale for long-term debt is divided into several categories
ranging from excellent to poor: “AAA”, “AA”, “A”, “BBB”, “BB”, “B”, “CCC”, “CC”, “C” and “D”,
which categorizes an obligor in default. The categories “AA” to “CCC” may be supplemented by a “+” or
“-“ to indicate a relative position within each category.
Group History, Group Structure and Rating
Group History
AEG PS Group, formerly Saft Power Systems Group, was acquired from Alcatel-Lucent by funds man-
aged by Ripplewood, a private equity firm based in New York, in 2005. Ripplewood teamed with an in-
dustrial partner, the Brock Group, as part of its acquisition of Saft Power Systems Group, to assist man-
agement in formulating and implementing the key business and operational initiatives undertaken by the
Guarantor.
Saft Power Systems Group was introduced as a subsidiary of Saft Batteries in 1947, offering a line of
battery chargers and power systems. To reinforce its portfolio of power quality products and increase its
global market presence, Saft Power Systems Group acquired NIFE and AEG SVS Power Supply Systems
in 1992 and 1998, respectively, and took responsibility for selected Alcatel-Lucent Power Systems activi-
ties in 1995. In 1995, Alcatel-Lucent acquired Harmer & Simmons Ltd., a United Kingdom-based pro-
vider of DC power technology for telecom customers, to form the telecom power systems group of Saft
Batteries, a subsidiary of Alcatel-Lucent. Between 2001 and 2002, Saft Power Systems Group was sepa-
rated from Saft Batteries, and was subsequently merged with Alcatel-Lucent Converters in 2002. In 2008,
Saft Power Systems Group was renamed and re-branded as 3W Power Group and subsequently to AEG
Power Solutions Group. Following the acquisition of AEG Power Solutions Group by Germany1 Acqui-
sition Limited in 2009, the Issuer migrated from Guernsey to Luxembourg and was renamed to 3W Power
Holdings S.A.
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