Release according to Article 26 Section 1 WpHG (German Securities Trading Act) with the objective of Europe-wide distribution

Senvion S.A. 

04.04.2016 20:37

Dissemination of a Voting Rights Announcement, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Senvion S.A.

Luxembourg

ISIN: LU1377527517 

Securities Code No.: A2AFKW 

Notification of major shareholding according to Articles 8 and 9 of the
Luxembourg act dated 11 January 2008 on transparency requirements for
issuers of securities, as amended (the Transparency Law)

Senvion S.A. received the following notification on the acquisition or
disposal of major shareholdings according to Articles 8 and 9 of the
Luxembourg act dated 11 January 2008 on transparency requirements for
issuers of securities, as amended (the Transparency Law):

1. Identity of the issuer or the underlying issuer of existing shares to
which voting rights are attached:

Senvion S.A.

2. Reason for the notification (please tick the appropriate box or boxes):

[X] an acquisition or disposal of voting rights

[ ] an acquisition or disposal of financial instruments which may result in
the acquisition of shares already issued to which voting rights are
attached

[ ] an event changing the breakdown of voting rights

3. Full name of person(s) subject to the notification obligation:

CCP II Acquisition Luxco S.à r.l. 

CCP III Acquisition Luxco S.à r.l. 

Rapid Partners, L.P. 

CCP II Cayman GP Ltd.

CCP II Holdings Luxco S.à r.l.

CCP II Acquisition Holdings Cayman, L.P.

Centerbridge Capital Partners II (Cayman), L.P. 

Centerbridge Associates II (Cayman) L.P.

CCP Holdings GP (Cayman), Ltd.

CCP III Holdings Luxco S.à r.l.

CCP III Acquisition Holdings Cayman, L.P

Centerbridge Capital Partners III (Cayman), L.P.

Centerbridge Associates III L.P.

CCP III Cayman GP Ltd.

CCP GP Investors Holdings (Cayman), L.P.

Rapid GP Limited

4. Full name of shareholder(s) (if different from the person mentioned in
point 3.):

CCP II Acquisition Luxco S.à r.l.  

CCP III Acquisition Luxco S.à r.l.

Rapid Management L.P.

Rapid Partners, L.P.

5. Date of the transaction and date on which the threshold is crossed or
reached:

24 March 2016

6. Threshold that is crossed or reached: 

66 2/3%

7. Notified details: 

A) Voting rights attached to shares (article 8 and 9 of the Transparency
Law) (ISIN: LU1377527517)

Situation previous to the triggering transaction (number of voting rights):
65,000,000

Resulting situation after the triggering transaction:

  - Number of direct voting rights:  47,250,809 / % of direct voting
    rights: 72.69%

  - Number of indirect voting rights: 48,750,000 / % of indirect voting
    rights: 75%

TOTAL (all categories, based on aggregate voting rights): 

  - Situation previous to the triggering transaction (number of voting
    rights): 65,000,000

  - Resulting situation after the triggering transaction (number of voting
    rights): 48,750,000

  - Resulting situation after the triggering transaction (% of voting
    rights): 75%

8. Chain of controlled undertakings through which the voting rights and/or
the financial instruments are effectively held, if applicable:

CCP II Acquisition Luxco S.à r.l. ('CCP II') is a direct shareholder in
Senvion S.A., holding 28,037,830 shares/ 43.13% of the total voting rights.

CCP III Acquisition Luxco S.à r.l. ('CCP III') is a direct shareholder in
Senvion S.A., holding 9,493,960 shares/ 14.61% of the total voting rights.

Rapid Partners, L.P. ('Rapid Partners') is a direct shareholder in Senvion
S.A., holding 9,719,019 shares/ 14.95% of the total voting rights.

i) CCP II is wholly owned by CCP II Holdings Luxco S.à r.l., which is
wholly owned by CCP II Acquisition Holdings Cayman, L.P. and the majority
of which is owned by Centerbridge Capital Partners II (Cayman), L.P., ('CCP
II LP'). CCP II Acquisition Holdings Cayman, L.P. and CCP II LP are
represented by their general partner Centerbridge Associates II (Cayman),
L.P. No limited partner controls CCP II LP. Centerbridge Associates II
(Cayman), L.P. is represented by its general partner CCP II Cayman GP Ltd.
and its sole limited partner is CCP GP Investors Holdings (Cayman), L.P. No
shareholder controls CCP II Cayman GP Ltd. CCP GP Investors Holdings
(Cayman), L.P. is represented by its general partner CCP Holdings GP
(Cayman), Ltd. No limited partner controls CCP GP Investors Holdings
(Cayman), L.P. No shareholder controls CCP Holdings GP (Cayman), Ltd.

ii) CCP III is wholly owned by CCP III Holdings Luxco S.à r.l., which is
wholly owned by CCP III Acquisition Holdings Cayman, L.P., the majority of
which is owned by Centerbridge Capital Partners III (Cayman), L.P. ('CCP
III LP'). CCP III Acquisition Holdings Cayman, L.P. and CCP III LP are
represented by their general partner Centerbridge Associates III, L.P.

No limited partner controls CCP III LP. Centerbridge Associates III, L.P.
is represented by its general partner CCP III Cayman GP Ltd., and its sole
limited partner is CCP GP Investors Holdings (Cayman), L.P. No shareholder
controls CCP III Cayman GP Ltd.

CCP GP Investors Holdings (Cayman), L.P. is represented by its general
partner CCP Holdings GP (Cayman), Ltd. No limited partner controls CCP GP
Investors Holdings (Cayman), L.P. No shareholder controls CCP Holdings GP
(Cayman), Ltd.

iii) Rapid Partners is represented by its general partner Rapid GP Limited.
No shareholder controls Rapid GP Limited.

9. In case of proxy voting: [name of the proxy holder] will cease to hold
[number] voting rights as of [date].

-

10. Additional information:

This notice was triggered by the changes invoked by the settlement of the
Private Placement (as defined in the listing prospectus of Senvion S.A.
dated 21 March 2016 and approved by the Commission de Surveillance du
Secteur Financier) following the admission to trading of the shares of
Senvion S.A. on the regulated market of the Frankfurt Stock Exchange.

Together CCP II, CCP III, Rapid GP Limited and Rapid Partners control
72.69% of the total voting rights of Senvion S.A.. CCP II directly controls
28,037,830 shares of Senvion S.A., which corresponds to 43.13% of the total
voting rights of Senvion S.A., CCP III directly controls 9,493,960 shares
of Senvion S.A., which corresponds to 14.61% of the total voting rights of
Senvion S.A. and Rapid Partners directly controls 9,719,019 shares of
Senvion S.A., which corresponds to 14.95% of the total voting rights of
Senvion S.A.

On May 5/6, 2015, CCP II, CCP III, Rapid Partners and the general partner
of Rapid Partners, Rapid GP Limited, in the presence of Senvion S.A.,
entered into a Shareholders and Sale and Transfer Agreement (the
'Shareholders Agreement') regarding their shareholdings in Senvion S.A.,
being Rapid Acquisition Luxco S.à r.l. at that time.

The Shareholders Agreement contains certain customary provisions on
corporate governance issues. Furthermore, the Shareholders Agreement
provides that in case of an admission to trading of the shares of Senvion
S.A. CCP II, CCP III and Rapid Partners shall, to the extent legally
permissible under applicable laws, use their voting powers in good faith to
vote in favor of the appointment of the board member(s) nominated by the
respective other investor (in the case of Rapid Partners, up to one
(advisory) board member (if there is one)). The Shareholders Agreement
further provides that details of the corporate governance structure of
Senvion S.A. will be determined by CCP II and CCP III, and, for as long as
CCP II and CCP III provide Rapid Partners the right to nominate one member
of the board (advisory) of Senvion S.A., CCP II and CCP III shall have the
right, in their sole discretion and to the extent legally permissible, to
change the size of the board of Senvion S.A.. CCP II and CCP III shall have
the right to decide on the formation, if any, and composition of any types
of committees of Senvion S.A..

Furthermore, CCP II, CCP III and Rapid Partners indirectly hold an
additional 2.31% of the voting rights in Senvion S.A. through Rapid
Management LP, in which CCP II, CCP III and Rapid Partners hold limited
partnership interests.

The percentages calculated in this notice are based on the total amount of
65,000,000 of outstanding voting rights of Senvion S.A.



04.04.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Senvion S.A.
              25C, boulevard Royal
              2449 Luxembourg
              Grand Duchy of Luxembourg
Internet:     www.senvion.com
 
End of Announcement                             DGAP News-Service
 
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