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Completion of the Placing and the Underwriting

9th Oct 2014 07:00

RNS Number : 8296T
New World Resources Plc
09 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY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 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, 9 October 2014

 

 

Completion of the Placing and the Underwriting

- Governance Changes

 

 

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') announce the completion of the Placing and the Underwriting. All of the New A Shares issued pursuant to the balance sheet restructuring process have now commenced trading and the persons who were holders of notes prior to completion of the balance sheet restructuring (the 'Pre-restructuring Noteholders') have received all of their entitlements to New A Shares.

 

Ian Ashby and Colin Keogh have been nominated by certain Pre-restructuring Noteholders to serve as non-executive directors on NWR Plc's board, subject to their election by the shareholders.

 

 

 

Introduction

 

On 7 October 2014, the NWR Group announced that it had successfully completed its balance sheet restructuring. However, a number of New A Shares were still to be placed with certain Pre-restructuring Noteholders pursuant to the Placing, and those New A Shares not taken up by the shareholders in the Rights Issue were still to be taken up by certain Pre-restructuring Noteholders pursuant to their underwriting obligations.

 

Further, as of completion of the restructuring certain Pre-restructuring Noteholders have the right to nominate two directors to the NWR Plc Board.

 

Placing and Underwriting

 

Placing

 

A total of 1,364,336,135 New A Shares of EUR 0.0004 nominal value each in NWR Plc have been placed to the Participating Existing Noteholders and the Backstop Providers at the Issue Price in the Placing, raising gross proceeds of approximately EUR 32 million. The New A Shares being issued represent approximately 25.77 per cent. of NWR Plc issued ordinary share capital prior to the Placing.

 

The New A Shares rank pari passu with the existing A Shares of EUR 0.0004 nominal value each in the capital of NWR Plc including the right to receive in full all dividends and other distributions declared, made or paid.

 

Underwriting

 

As no subscribers were procured during the rump placing following the Rights Issue, the Participating Existing Noteholders and the Backstop Providers took up the remaining 1,251,666,536 New A Shares of EUR 0.0004 nominal value each 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 (the 'Underwriting').

 

Further information regarding Senior Unsecured Note cash tender

 

The balance sheet restructuring included cash tenders to repurchase the Existing Senior Secured Notes and the Existing Senior Unsecured Notes. These cash tenders were settled out on the restructuring effective date, 7 October 2014.

Senior unsecured Pre-restructuring Noteholders that invested equity were able to tender their Existing Senior Unsecured Notes on a priority basis up to a certain defined amount. Existing Senior Unsecured Notes with a face value of EUR 156.6 million were submitted for the cash option. Pursuant to the priority tender, Existing Senior Unsecured Notes with a face value of EUR 48.8 million were repurchased at 25% of par at a cost of EUR 12.2 million. The remaining EUR 17.8 million was used to repurchase additional notes with a face value of EUR 71.2 million at a price of 25% of par.

 

Commencement of Trading

 

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 have commenced trading, fully paid, on the London Stock Exchange plc's main market for listed securities at 8.00 a.m. (London time) today, 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 have been admitted to trading, fully paid, on the Main Market of the Warsaw Stock Exchange at 9.00 a.m. (CET) today, 9 October 2014 and on the Prime Market of the Prague Stock Exchange at 8.00 a.m. (CET) today, 9 October 2014.

 

As a result, all New A Shares issued pursuant to the Rights Issue and Placing under the balance sheet restructuring process are now listed and trading on all relevant exchanges.

 

As of today, the issued share capital of NWR Plc consists 6,659,178,995 A Shares of EUR 0.0004 nominal value each, 10,000 B Ordinary Shares of EUR 0.40 nominal value each and 264,477,400,857 D Shares of EUR 0.0004 nominal value each.

 

Governance Changes

 

Today we announce certain changes in the governance of the NWR Group.

 

As of completion of the restructuring, certain Pre-restructuring Noteholders have the right to nominate two directors to the NWR Plc Board. The relevant Pre-restructuring Noteholders have nominated Ian Ashby and Colin Keogh to serve on the board of NWR Plc as non-executive directors, subject to their election by the shareholders of NWR Plc at the next general meeting.

 

Mr. Ashby has over 30 years of international experience in the minerals industry across multiple commodities. In his most recent role he was President of BHP Billiton's Iron Ore division, previous to that he held the role of Chief Operating Officer for BHP Billiton's Base Metals division.

 

Mr. Keogh worked at Close Brothers Group plc for almost 25 years, where he held several senior roles and was a member of the group's board. Most recently, he served as the group's Chief Executive. At present, Mr. Keogh is a nonexecutive director of a number of companies, including Virgin Money Holdings Limited.

 

At an Extraordinary General Meeting of NWR Plc that will be convened on or around 3 November 2014, all present members of the board of NWR Plc will resign from the board and the following directors will be proposed for appointment by shareholders at this meeting:

 

Gareth Penny (Executive Chairman)

Marek Jelinek (Executive Director/Chief Financial Officer)

Zdenek Bakala (Non-Independent Non-Executive Director)

Peter Kadas (Non-Independent Non-Executive Director)

Bessel Kok (Senior Independent Non-Executive Director)

Barry Rourke (Independent Non-Executive Director)

Alyson Warhurst (Independent Non-Executive Director)

Colin Keogh (Independent Non-Executive Director)

Ian Ashby (Independent Non-Executive Director)

 

The notice of this Extraordinary General Meeting will follow in due course.

 

Correction Announcement 7 October 2014

 

Further to the announcement made on 7 October 2014, please note that the Senior Secured PIK Toggle Notes due 2020 (Reg. S.: XS1107303148 and 144 A: XS1107303650) amounts to EUR 300 million and not EUR 350 million as originally stated.

 

 

 

Capitalised terms not defined in this announcement shall have the meaning given to

them in the Prospectus dated 30 July 2014, as supplemented by the Supplementary

Prospectus dated 21 August 2014.

- 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]

 

 

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 Plc 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.

 

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 NWR 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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