AEG 21604 G Manual do Utilizador descarregar pdf (Página 127)

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Investments

On 10 September 2009, the Issuer indirectly acquired the Guarantor through the Business Combination.

The total consideration for the acquisition of AEG PS Group was EUR 200,000,000 in cash and

19,208,955 shares in the Issuer. This acquisition was the only principal investment in 2009 and it was

financed by funds which were collected by the Issuer in its IPO in 2008.

In March 2010, AEG PS Group acquired a 75 % shareholding in skytron energy GmbH from its founder

and sole shareholder. Further, AEG PS Group is entitled to acquire the remaining shares at fair value dur-

ing a period of three years after the closing of the initial acquisition. Thereafter, AEG PS Group is obli-

gated to acquire the remaining shares from the founder of skytron at fair value upon demand. AEG PS

Group financed this acquisition internally from available cash funds.

In 2010, AEG PS Group acquired the rights and permits to build six PV solar farms located in the Puglia

region of Italy which are currently in the process of being constructed. It is anticipated that they will be

fully constructed and operable by the end of December 2010. The land on which the solar farms are built

is owned or leased by AEG PS Group. It is intended that the construction of the solar farms are partly

financed through project finance. The remainder is financed internally from available cash funds.

Until 30 September 2010, principal investments were made in a total amount of EUR 23 million.

Except for the ones mentioned above, AEG PS Group neither made principal investments since 1 January

2007, nor are such material investments in progress.

Material Contracts

Acquisition Agreement regarding AEG PS Group

On 23 July 2009, the Issuer entered into the Acquisition Agreement with Ripplewood Power Systems I

L.L.C., Ripplewood Power Systems II L.L.C. and certain members of the world wide management team

of AEG PS Group (the "Sellers"). Upon closing of the acquisition, the Issuer, through its wholly owned

subsidiary Germany1 Acquisition B.V. (now: 3W Power Holdings B.V.) acquired 100 % of the shares in

the Guarantor. The base consideration payable to the Sellers consisted of (i) EUR 200,000,000 in cash

and (ii) 19,208,955 shares in the Issuer.

The Acquisition Agreement contains earn-out provisions which provide for the payment of additional

cash and shares to the Sellers if certain EBITDA targets for the AEG PS Group are met with respect to

fiscal years 2009, 2010 and 2011, entitling the Sellers to up to 2,500,000 shares in the Issuer and up to

EUR 25,000,000. The shares required for the earn out were put on escrow with JP Morgan Chase Bank

N.V. London as escrow agent and are released upon fulfilment of the earn out targets.

Of the earn out EUR 9,000,000 and 900,000 shares relate to the target for the fiscal year 2009, EUR

8,500,000 and 850,000 sharers relate to the target for fiscal year 2010, and EUR 7,500,000 and 750,000

shares relate to the target for the fiscal year 2011. The Sellers are entitled to the earn out if the adjusted

EBITDA for AEG PS Group for the fiscal years 2009, 2010 and 2011 equal or exceed EUR 106,100,000,

124,800,000, and EUR 139,000,000 respectively. whereby the cash tranches of the earn out are paid out

in full if these targets are met or exceeded reduced on a sliding scale to nil in proportion by which the

earn out targets are missed whereby no earn out is paid if the targets are missed by more than 10 %. The

share tranches of the earn outs are payable in any event where the target is missed by no less than 10 %.

For the year 2009, the earn-out target was missed by more than 10% and therefore no earn out was paid,

neither in cash nor in shares for the fiscal year 2009.

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AEG 21604 G Manual do Utilizador Página 127