DGAP-Ad hoc: 3W Power S.A.

DGAP-Adhoc: 3W Power S.A. / AEG Power Solutions: call for bond holders votes, application for protective shield proceeding for subsidiary and changing of Chairman of the Board

3W Power S.A. / AEG Power Solutions / Key word(s): Strategic Company Decision/Miscellaneous

22.11.2016 08:12

Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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3W Power S.A. decides to complete additional restructuring by applying for protective shield proceeding for one of its subsidiaries and to invite the holders of the 2014/2019 and 2015/2020 bonds for a vote without meeting / Klaus Schulze assumes the Chairmanship

22 November 2016, Luxembourg / Zwanenburg, The Netherlands. The Board of 3W Power S.A.(Zwanenburg, The Netherlands, General Standard, ISIN LU0953526265, 3W9K) has decided to file for protective shield and debtor- in-possession proceedings with regard to its loss-making subsidiary AEG Power Solutions GmbH, Warstein-Belecke, Germany, which also holds one of the five production sites of the AEG Power Solutions Group. The protective shield proceedings shall enable the completion of additional restructuring of the German subsidiary, in particular to further streamline the operations of the subsidiary, to increase profitability and restructure assets and liabilities. The proceedings, which solely affect the German subsidiary, are expected to be concluded within six months. Business activities of AEG Power Solutions and its German subsidiary will continue as usual with no expected effects on customers or projects. This effort forms part of the ongoing steps to secure near and medium term financing required to further develop the company.

To support the restructuring, the Board has decided to invite the holders of the 2014/2019 (ISIN DE000A1ZJZB9) and 2015/2020 (ISIN DE000A1Z9U50) bonds for a vote without meeting. The voting periods shall take place as soon as possible, presumably both still in the first half of December 2016.

The holders of both bonds will be asked to amend the terms and conditions under the bonds to support the protective shield proceedings by:

- capitalizing and thereby deferring any future interest payments until the respective final maturity dates;

- providing more flexibility with regard to permitted fresh money injections;

- other changes

More detailed invitations and documents for the participation in the bondholder votes will be published shortly at https://www.aegps.com/en/ investor-relations in the "Bond" section.

The group anticipates revenues to be approx. EUR160 million in 2017 and to grow to towards EUR180 million in 2018. It maintains its objective to achieve EBITDA margins of 10%, assuming the planned cost savings can be implemented. To effect these changes, up to EUR15 million of new financing will be required.

Principal stakeholders of the company, including shareholders as well as principal bondholders of 3W Power S.A., are supportive of these measures.

To rotate the burden and privilege of chairmanship in challenging times, the Board, in a meeting on November 21, 2016, voted that Klaus Schulze assume chairmanship of the board from Dr. Dirk Wolfertz. Dr. Dirk Wolfertz remains as one of the members of the board and the second largest shareholder to date.

About 3W Power: 3W Power S.A. (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 (ticker symbol: 3W9K). For more information, visit www.aegps.com

Press contact: Tobias Eberle / Thomas Katzensteiner Charles Barker Corporate Communications GmbH Phone: +49 69 79 40 90 24 / +49 69 79 40 90 25 Email: Tobias.Eberle@charlesbarker.de / Thomas.Katzensteiner@charlesbarker.de

Investor Relations contact: Christian Hillermann Hillermann Consulting Phone: +49 40 320 279 10 Email: investors@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.

22.11.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

--------------------------------------------------------------------------- Language: English Company: 3W Power S.A. / AEG Power Solutions 19, rue Eugène Ruppert L-2453 Luxemburg Grand Duchy of Luxembourg Phone: +31 20 4077 800 Fax: +31 20 4077 801 E-mail: janine.rechel@aegps.com Internet: www.aegps.com ISIN: LU1072910919, DE000A1A29T7, WKN: A114Z9 , A1A29T, Listed: Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Munich, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------