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 20:35

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. 

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.

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.

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

22 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):
52,056,366

Resulting situation after the triggering transaction:

  - Number of direct voting rights:  49,984,235 / % of direct voting
    rights: 76.9%

  - Number of indirect voting rights: 52,056,366 / % of indirect voting
    rights: 80.09%

TOTAL (all categories, based on aggregate voting rights): 52,056,366 /
80.09%

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

Rapid Management L.P. ('Management LP') is a direct shareholder in Senvion
S.A., holding 2,072,131 shares/ 3.19% of the total voting rights.

CCP II Acquisition Luxco S.à r.l. ('CCP II') is a direct shareholder in
Senvion S.A., holding 37,340,331 shares/ 57.45% of the total voting rights.

CCP III Acquisition Luxco S.à r.l. ('CCP III') is a direct shareholder in
Senvion S.A., holding 12,643,904 shares/ 19.45% of the total voting rights.

i) Management LP is an investment vehicle through which, inter alia, CCP
II, CCP III, Rapid Partners, L.P. ('Rapid Partners') and certain managers
and board members of the group invest in Senvion S.A.. Management LP
maintains capital accounts for fixed capital contributions, common A
interest and common B interest, whereby for each Euro of common A interest
and common B interest an amount of EUR0.001 is booked on the fixed capital
account. While the common A interest is exclusively held by CCP II, CCP III
and Rapid Partners on a pro rata basis (pro rata to their overall
investment share in Senvion S.A.), the common B interest is partly held by,
inter alia, certain managers and board members of the Senvion Group and
partly by CCP II, CCP III and Rapid Partners. CCP II, CCP III and Rapid
Partners hold 97% of the voting rights in the partners' meeting - of these
97% voting rights CCP II and CCP III cumulatively hold 77.05%. Furthermore,
the management and operation of Rapid Management are executed by CCP II
Cayman GP Ltd. pursuant to the partnership agreement acting upon
instructions of the initial limited partners, i.e., CCP II, CCP III and
Rapid Partners (whereby decisions of CCP II, CCP III and Rapid Partners are
to be taken by simple majority).

ii) 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.

iii) 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.

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 admission to trading of the shares of
Senvion S.A. on the regulated market of the Frankfurt Stock Exchange.

Management LP, CCP II and CCP III together control 80.09% of the total
voting rights of Senvion S.A.. Management LP directly controls 2,072,131
shares of Senvion S.A., which corresponds to 3.19% of the total voting
rights of Senvion S.A., CCP II directly controls 37,340,331 shares of
Senvion S.A., which corresponds to 57.45% of the total voting rights of
Senvion S.A., CCP III directly controls 12,643,904 shares of Senvion S.A.,
which corresponds to 19.45% of the total voting rights of Senvion S.A

Furthermore, CCP II and CCP III are parties to a shareholders agreement
together with Rapid Partners and its general partner, Rapid GP Limited
pursuant to which CCP II, CCP III and Rapid Partners have agreed, inter
alia, to use their voting powers in good faith to vote in favor of the
appointment of 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 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.
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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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