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Completion of the Balance Sheet Restructuring

7th Oct 2014 17:33

RNS Number : 7042T
New World Resources Plc
07 October 2014
 



NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT, WITH RESPECT TO THE A SHARES ONLY, ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS PUBLISHED IN CONNECTION WITH THE RIGHTS ISSUE AND THE PLACING, AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS PUBLISHED BY NEW WORLD RESOURCES PLC ON 21 AUGUST 2014. COPIES OF THE PROSPECTUS AND SUPPLEMENTARY PROSPECTUS ARE AVAILABLE ON THE WEBSITE OF New World Resources Plc at www.newworldresources.eu/en.

 

 

Amsterdam / London, 7 October 2014

 

 

Completion of the Balance Sheet Restructuring

 

New World Resources Plc ('NWR Plc') and New World Resources N.V. (the 'Company', and together with NWR Plc and its subsidiaries, the 'NWR Group') are pleased to announce that the Escrow Agent has confirmed that it holds EUR 185 million in new money to be released to the NWR Group. This was the principal remaining condition to completion of the restructuring.

 

With all of the conditions now having been met, the balance sheet restructuring has become effective. Noteholders should have received their entitlements (save for the New A Shares pursuant to the Placing and Underwriting which will commence trading on 9 October 2014).

 

 

 

 

Gareth Penny, Chairman of the Board of New World Resources Plc said:

 

'The restructuring of our balance sheet that began eight months ago is now behind us. I am delighted that we have completed this complex process successfully and perhaps above all, that we have been able to reach an agreement with all of our stakeholders.

 

As a result, our outstanding debt and debt servicing costs have been significantly reduced and we now have a flexible capital structure that enables the company to benefit if an upturn in market conditions occurs and thus benefit all those stakeholders who have chosen to participate in the new structure.

 

The end of the balance sheet restructuring marks a major step in the recovery of the company. It is, however, by no means the end of its transformation. Alongside the balance sheet restructuring we have continued transforming our operations, aiming to ensure their ongoing sustainability. Cost optimisation and streamlining of the operations are delivering the first results as is evident from our H1 2014 numbers.

 

We have greatly appreciated the backing of the joint committee of noteholders and the support of our majority shareholder - who have each provided additional capital, signifying their confidence in the company and its management.

 

We moved on from what clearly was an unsustainable capital structure and now look forward to the future with confidence.'

 

 

Introduction

 

On 22 January 2014 the Company announced its decision to review the appropriateness of its capital structure due to the ongoing challenging market circumstances brought about by the persistent global pressure on both coking and thermal coal pricing.

 

A key milestone in the restructuring was achieved on 2 June 2014,when the Company entered into an agreement on the key terms of a restructuring of the NWR Group's balance sheet with the joint committee of holders of its existing senior secured notes and existing senior unsecured notes and its majority shareholder, CERCL Mining B.V. ('CERCL Mining').

 

The agreement, implemented by a UK scheme of arrangement (the 'Scheme'), entailed a significant reduction of outstanding debt under the existing notes from EUR 775 million to EUR 450 million with overall reduction in cash debt servicing costs, via a cash tender to repurchase existing senior secured notes and existing senior unsecured notes, and a release and exchange for new debt instruments: a senior secured note; a convertible note and contingent value rights.

 

EUR 185 million of new money was raised by the NWR Group by way of a EUR 118 million rights issue to shareholders of NWR Plc (the 'Rights Issue'), a EUR 32 million placing of equity to participating noteholders (the 'Placing') and by certain noteholders providing a EUR 35 million new super senior credit facility (the 'Super Senior Facility'). This new money will allow the NWR Group to address current liquidity issues as well as finance ongoing capex needs in accordance with its business plan.

 

The funds necessary to facilitate the transaction were fully committed by a group of certain existing noteholders and CERCL Mining on 2 July 2014.

 

Conditions

 

Completion of the transaction was conditional upon, among other things: the approval of the requisite majorities of shareholders and noteholders; the completion of the UK and the US court processes associated with the Scheme; an agreement on the amendment of export credit agency-backed loan facility (the 'ECA Facility') and on EUR 185 million of new money being raised by the NWR Group.

 

These conditions were satisfied as follows:

 

(a) At the extraordinary general meeting that was held on 20 August 2014, the shareholders of NWR Plc voted in favour of the Rights Issue and the Placing and provided all other shareholder approvals required for the transaction;

(b) The requisite majorities of the Company's noteholders approved the transaction at the two creditor meetings that were held on 29 August 2014. The High Court of Justice of England and Wales sanctioned the Scheme in a hearing held on 5 September 2014. This concluded the court process in the United Kingdom;

(c) On 9 September 2014 the United States Bankruptcy Court, Southern District of New York granted the order for recognition of the Scheme as a foreign main proceeding and for related relief giving full force and effect to the Scheme under Chapter 15 of the United States Bankruptcy Code;

(d) On 9 September 2014, an agreement was reached with the lenders who have provided the ECA Facility to the Company on the amendments to that facility in the context of the restructuring; and 

(e) The principal remaining condition to completion of the transaction has been satisfied today, 7 October 2014: the confirmation of the Escrow Agent that it holds EUR 185 million in new money to be released to the NWR Group.

 

New Money

 

The amount of EUR 185 million of new money was raised by the NWR Group by way of the Rights Issue, the Placing and the Super Senior Facility.

 

CERCL Mining committed to subscribe for 3,197,218,426 New A Shares under the Rights Issue, amounting to a total investment of approximately EUR 75 million. The remaining amount of approximately EUR 43 million, to the extent not taken up by shareholders in the Rights Issue, was underwritten by certain existing noteholders (the 'Underwriting'). Further, NWR Plc intends to raise approximately EUR 32 million pursuant to a placing to certain existing noteholders. Both the Underwriting and Placing were backstopped by certain existing noteholders (the 'Backstop Providers').

 

Rights Issue

 

On 30 September 2014, NWR Plc announced that it had received valid acceptances in respect of 3,778,434,181 New A Shares, representing approximately 75.12 per cent. of the total number of New A Shares offered to shareholders pursuant to the 19 for 1 Rights Issue announced on 30 July 2014. In addition to CERCL Mining taking up its full entitlement to rights under the Rights Issue (amounting to approximately EUR 75 million). Other shareholders of NWR Plc took up entitlements amounting to approximately EUR 13.6 million.

 

As no subscribers were procured during the subsequent rump placing, certain existing noteholders and the Backstop Providers will take up the remaining 1,251,666,536 New A Shares under the Rights Issue (representing approximately 24.88 per cent. of the total number of New A Shares offered to shareholders pursuant to the Rights Issue) at the Issue Price in accordance with their underwriting obligations.

 

Placing

 

A total of 1,364,336,135 New A Shares of EUR 0.0004 each in NWR Plc will be placed to certain existing noteholders and the Backstop Providers at the Issue Price, raising gross proceeds of approximately EUR 32 million. The New A Shares being issued will represent approximately 25.77 per cent. of NWR Plc issued ordinary share capital prior to the Placing.

New Money Provision by Noteholders

 

Under the Underwriting and Placing, EUR 4.7 million of equity will be taken up by certain existing noteholders (who are not the Backstop Providers) and EUR 56.7 million of equity will be taken up by the Backstop Providers, for an aggregate new money equity commitment from existing noteholders of EUR 61.4 million out of a total of EUR 150 million of new money equity.

 

Commencement of Trading in New A Shares

 

The 3,778,434,181 New A Shares (taken up and issued pursuant to the Rights Issue) commenced trading, fully paid, on the London Stock Exchange plc's main market for listed securities and on the Prime Market of the Prague Stock Exchange on 30 September 2014 and on the Main Market of the Warsaw Stock Exchange on 1 October 2014.

 

The 1,364,336,135 New A Shares issued pursuant to the Placing and the 1,251,666,536 New A Shares issued pursuant to the Underwriting will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities at 8.00 a.m. (London time) on 9 October 2014. The 1,364,336,135 New A Shares issued pursuant to the Placing and the 1,251,666,536 New A Shares issued pursuant to the Underwriting will be admitted to trading, fully paid, on the Main Market of the Warsaw Stock Exchange at 9.00 a.m. (CET) on 9 October 2014 and on the Prime Market of the Prague Stock Exchange at 8.00 a.m. (CET) on 9 October 2014.

 

Super Senior Facility

 

The Backstop Providers and certain other existing noteholders provided a fully committed EUR 35 million credit facility that ranks super senior to the New Senior Notes on enforcement only and to the New Convertible Notes at all times.

 

The Super Senior Facility has been fully drawn as part of the completion of the restructuring.

 

The entire EUR 35 million under the Super Senior Facility was backstopped by the Backstop Providers. Approximately EUR 3.6 million of the EUR 35 million Super Senior Facility was taken up by certain existing noteholders who were not the Backstop Providers.

 

 

Noteholder Entitlements

 

Following receipt of the funds under the Rights Issue and the Placing, and the Super Senior Facility being fully drawn, the Escrow Agent has confirmed today that it holds EUR 185 million in cleared funds to be released to the NWR Group. Today, being the date on which all the conditions to the completion of the restructuring of the balance sheet have been met, is the Restructuring Effective Date.

 

As a result, existing noteholders who have submitted a valid account holder letter to the Information Agent should have received their entitlements under the Capital Restructuring, save for the New A Shares pursuant to the Placing and Underwriting, which will commence trading on 9 October 2014.

 

Pursuant to the Scheme, the outstanding debt under the existing notes is required to be reduced via a cash tender to repurchase existing senior secured notes and existing senior unsecured notes, and a release and exchange for new debt instruments.

 

Cash Tenders

 

The cash tenders have been settled out today in satisfaction of the requirements of the Scheme.

 

In respect of the senior secured notes cash tender, EUR 41.4 million face value of notes were repurchased at 75% of par at a cost of EUR 31.1 million. The remaining EUR 28.9 million of the total EUR 60 million allocated to the senior secured notes tender were distributed pro-rata to the remaining senior secured noteholders.

 

In respect of the senior unsecured notes cash tender, all of the EUR 30 million allocated to the senior unsecured notes tender was used to repurchase notes at 25% of par for a total face value of EUR 120 million.

 

New Debt Instruments

 

The new debt instruments have been issued today, in satisfaction of the requirements of the Scheme, and consist of: a senior secured note; a convertible note and contingent value rights issued by the Company (collectively, the 'New Securities'). Application to list these New Securities on the Luxembourg Stock Exchange has been made. These New Securities have the following ISIN numbers:

 

EUR 350 million Senior Secured PIK Toggle Notes due 2020

Reg. S.: XS1107303148

144 A: XS1107303650

 

EUR 150 million 4 %/8% PIK Mandatory Convertible Notes due 2020

Reg. S.: XS1107304625

144 A: XS1107304898

 

EUR 20 million Contingent Value Rights

Reg. S.: XS1107305192

144 A: XS1107305432

EUR 15 million Contingent Value Rights

Reg. S.: XS1107307487

144 A: XS1107307560

 

The Company's former EUR 500million 7.875 per cent. senior secured notes (Reg S ISIN: XS0504814509; 144A ISIN: XS0504814764) and EUR 275 million 7.875 per cent. senior unsecured notes (Reg S ISIN: XS0877986231; 144A ISIN: XS0877986587) have been cancelled and will be delisted from the Irish Stock Exchange.

 

Questions relating to entitlements should be directed to the Information Agent, whose details are set out below.

 

- End -

Contact details:

Noteholders

 

Nick Cox-Johnson

+44 (0) 7957 596 729

[email protected]

Media

Toby Moore / Andrew Hey

+44 (0) 207 638 9571

[email protected]

[email protected]

 

 

Financial Adviser to NWR

 

The Blackstone Group

International Partners LLP

Martin Gudgeon /

Shirish Joshi

+44 (0) 207 451 4000

[email protected]

[email protected]

[email protected]

 

 

Legal Adviser to NWR

 

White & Case LLP

Christian Pilkington / Rebecca Campbell /

Boris Docekal

+44 (0) 207 532 1000

[email protected]

[email protected]

[email protected]

 

Financial Adviser to Committee

 

Moelis & Company UK LLP

Charles Noel-Johnson / Rohan Choudhary / Patrick Loftus-Hills

+44 (0) 207 634 3500

[email protected]

[email protected]

[email protected]

 

Legal Adviser to Committee

 

Freshfields Bruckhaus Deringer LLP

Sean Lacey / Geoff O'Dea /

 Emma Gateaud

+44 (0) 207 936 4000

[email protected]

[email protected]

emma.gateaud@freshfields.com

 

Information Agent

 

Lucid Issuer Services Limited

Sunjeeve Patel

+44 (0) 207 704 0880

[email protected]

 

 

 

 

About NWR Plc

New World Resources Plc is a Central European hard coal producer, listed at the London, Prague and Warsaw stock exchanges. NWR produces quality coking and thermal coal for the steel and energy sectors in Central Europe through its (indirect) subsidiary OKD, the largest hard coal mining company in the Czech Republic.

 

About NWR N.V.

 

New World Resources N.V. is a wholly owned subsidiary of NWR Plc. It is a company incorporated under the laws of the Netherlands and registered atDutch Trade Register of the Chamber of Commerce under number 34239108 and registered as an overseas company at Companies House in the UK with UK establishment number BR016952 and its address at 115 Park Street, London, W1K 7AP, United Kingdom (Telephone +44 (0) 207 371 5990, Fax +44 (0) 207 371 5999).

 

 

IMPORTANT NOTICE

 

The defined terms set out below apply in this announcement.

 

This announcement has been issued by and is the sole responsibility of New World Resources Plc ("NWR Plc"). A copy of the Prospectus and the Supplementary Prospectus are available on NWR Plc's website at http://www.newworldresources.eu/en provided that the Prospectus and the Supplementary Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) in the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa. Neither the content of NWR Plc's website nor any website accessible by hyperlinks on NWR Plc's website is incorporated in, or forms part of, this announcement. The Prospectus as supplemented by the Supplementary Prospectus will give further details of the Nil Paid Rights, the Fully Paid Rights and the New A Shares being offered pursuant to the Placing and Rights Issue.

 

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, the Fully Paid Rights and the New A Shares referred to in this announcement except on the basis of the information contained in the Prospectus as supplemented by the Supplementary Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

 

J.P. Morgan Securities Plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (''J.P. Morgan'') which is authorised by the Prudential Regulation Authority (the ''PRA'') and regulated by the FCA and PRA in the United Kingdom, is acting exclusively for NWR Plc in relation to the Rights Issue and nobody else and will not be responsible to anyone other than NWR Plc for providing the protections afforded to customers of J.P. Morgan nor for providing advice in relation to the Rights Issue and the Placing, the contents of this announcement, any other document relating to this announcement, or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon J.P. Morgan by the FSMA or the regulatory regime established thereunder, J.P. Morgan does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with NWR Plc, the Nil Paid Rights, the Fully Paid Rights, the New A Shares, the Rights Issue or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. J.P. Morgan accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

 

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for the Nil Paid Rights, the Fully Paid Rights or the New A Shares in any jurisdiction in which such an offer or solicitation is unlawful. This announcement cannot be relied upon for any investment contract or decision.

 

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

 

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of NWR Plc in the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa. None of the Nil Paid Rights, the Fully Paid Rights or the New A Shares have been or will be registered under the US Securities Act of 1933 (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States or the securities legislation of any province or territory of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Accordingly, the Nil Paid Rights, the Fully Paid Rights and the New A Shares may not be offered, sold, resold, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with state securities laws, or in or into Canada, Australia, Japan, New Zealand or the Republic of South Africa except in accordance with applicable law. There will be no public offer of Nil Paid Rights, the Fully Paid Rights or the New A Shares in the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa.

 

The distribution of this announcement and/or the Prospectus and/or the Supplementary Prospectus and/or the Nil Paid Rights, the Fully Paid Rights, the New A Shares or the Provisional Allotment Letters, into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Supplementary Prospectus and/or the Provisional Allotment Letters comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, the Prospectus, the Supplementary Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa.

 

This announcement does not constitute a recommendation concerning the Rights Issue and the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

This announcement has been prepared for the purposes of complying with applicable law and regulations in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

 

The New Securities have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the New Securities were offered only to qualified institutional buyers and to persons outside the United States in reliance on Rule 144A and Regulation S under the Securities Act, respectively. Unless so registered, the New Securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

 

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any New Securities, nor shall there be any sale of these New Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. There can be no assurance that the Issuer's application for the listing of the New Securities on the Luxembourg Stock Exchange and the Euro MTF market will be accepted.

 

 

No incorporation of website information

 

The contents of NWR Plc's website or any website mentioned in this announcement or any website directly or indirectly linked to NWR Plc's website have not been verified and do not form part of this announcement and investors should not rely on it.

 

Information regarding forward-looking statements

 

This announcement includes forward-looking statements. The words ''believe'', ''anticipate'', ''expect'', ''intend'', ''aim'', ''plan'', ''predict'', ''continue'', ''assume'', ''positioned'', ''may'', ''will'', ''should'', ''shall'', ''risk'' and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts. In particular, any statements regarding NWR Plc's strategy, dividend policy and other future events or prospects are forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond NWR Plc's control. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that NWR Plc's actual results of operations, financial condition and the development of the industry in which NWR Plc operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that NWR Plc, or persons acting on its behalf, may issue. These forward-looking statements reflect NWR Plc's judgment at the date of this announcement and are not intended to give any assurances as to future results. Save for those forward-looking statements required by the Listing Rules, Disclosure Rules and Transparency Rules and/or the Prospectus Rules, NWR Plc undertakes no obligation to update these forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from events or circumstances arising after the date of this announcement. NWR Plc will comply with its obligations to publish updated information as required by law or by any regulatory authority but assumes no further obligation to publish additional information.

 

Factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected include, but are not limited to, the following: risks relating to changes in political, economic and social conditions in the Czech Republic, Poland and the CEE region; future prices and demand for NWR Plc's products, and demand for NWR Plc's customers' products; coal mine reserves; remaining life of NWR Plc's mines; coal production; trends in the coal industry and domestic and international coal market conditions; risks in coal mining operations; future expansion plans and capital expenditures; NWR Plc's relationship with, and conditions affecting, NWR Plc's customers; competition; railroad and other transportation performance and costs; availability of specialist and qualified workers; and weather conditions or catastrophic damage; risks relating to Czech or Polish law, regulations and taxation, including laws, regulations, decrees and decisions governing the coal mining industry, the environment and currency and exchange controls relating to Czech and Polish entities and their official interpretation by governmental and other regulatory bodies and by the courts; and risks relating to global economic conditions and the global economic environment. Additional risk factors are as described in NWR Plc's annual report. A failure to achieve a satisfactory capital structure for liquidity and solvency purposes would pose a significant risk of the Group ceasing to operate as a going concern.

 

Forward-looking statements are made only as of the date of this announcement. NWR Plc expressly disclaims any obligation or undertaking to release, publicly or otherwise, any updates or revisions to any forward-looking statement contained in this announcement to reflect any change in its expectations or any change in events, conditions, assumptions or circumstances on which any such statement is based unless so required by applicable law.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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