AEG 21604 G Manual de usuario descargar pdf (Pagina 293)

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19. Related parties (continued)

Ripplewood, Brock Trust and AEG PS management are collectively referred to as the Sellers. Ripplewood is the

former majority owner of AEG PS and refers to Ripplewood Power Systems I L.L.C. and Ripplewood Power

Systems II L.L.C., US Limited Liability Companies (LLCs) of which Mr Collins is the controlling shareholder.

Brock Trust refers to a US LLC controlled by Mr Brock and in which Mr Huljak has a minority holding. AEG

PS management refers to members of the AEG PS management other than Messrs Brock and Huljak.

Included in the 2,522,681 shares under Brock and Brock Trust are shares held directly by Messrs Brock

(1,135,079 shares) and Huljak (146,329 shares). The shares due to Mr Brock under the transition arrangements

referred to earlier were transferred to him in September 2010 and are included in the table above. The shares due

to Mr Huljak under the transition arrangements have not yet been transferred to him and accordingly these are

not reflected in the holdings in the table above.

During the period the restrictions on the trading of the class B shares were lifted in September 2010, 12 months

after the date of acquisition of AEG PS. Accordingly these shares have been reclassified from restricted and are

shown as public.

An additional 3,000,000 shares are held in escrow on behalf of the Sellers and other former AEG PS sharehold-

ers. 2,500,000 of the shares held in escrow relate to earn-out shares that will be distributed to the former AEG PS

shareholders subject to the achievement of certain adjusted EBITDA targets with respect to fiscal years 2009,

2010 and 2011. Under the terms of the earn-out, the Company or any of its subsidiaries may not undergo a

change of control during the earn-out period without, either (a) prior written consent from Ripplewood or (b) the

Company first paying all outstanding amounts of the earn-out that could become due and payable. The remaining

500,000 escrow shares relate to shares held in escrow until the determination of a tax audit of AEG Power Solu-

tions GmbH, the Company’s subsidiary in Germany. The audit has been completed and the shares are expected

to be distributed to the former shareholders of AEG PS in the fourth quarter. Of these tax escrow shares, 478,799

are attributable to the Sellers.

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