10th May 2011 17:30
This announcement is for informational purposes only and will under no circumstances constitute the basis for a decision to invest in the shares of the Company (as defined below) or NWR N.V. (as defined below). The Combined Prospectus and Offer Document (as defined below) prepared in connection with the public offering and admission and introduction of the Company's securities to trading on the London Stock Exchange, Prague Stock Exchange and Warsaw Stock Exchange, together with the Polish translation of the summary of the Combined Prospectus and Offer Document, is the sole legally binding document containing information on the Company and NWR N.V. and the offering in Poland. For the purposes of the offering in Poland and admission and introduction of securities of the Company to trading on the Warsaw Stock Exchange, the Company has made the Combined Prospectus and Offer Document, together with the Polish translation of the summary thereof, available on the NWR Group's website (www.newworldresources.eu) and on the website of the Polish Offering Agent - ING Securities S.A. (www.ingsecurities.pl).
The Board of Directors of New World Resources Plc (the "Company") hereby announces that on 9 May 2011 the Company received the following notifications:
(i) A notification from BXR Mining B.V., a subsidiary of BXR Group Limited, stating that on 6 May 2011 BXR Mining B.V. acquired 168,274,654 series A ordinary shares in the Company, in connection with a share-for-share exchange offer of series A ordinary shares in New World Resources N.V., with its seat in Amsterdam ("NWR N.V.") (the "Existing A Shares") for newly-issued series A ordinary shares (the "New A Shares") in the Company on such terms as specified in the prospectus dated 11 April 2011 prepared in connection with: (i) the offer by the Company and at an exchange ratio of one Existing A Share for one New A Share (the "Offer"); (ii) and the request for the admission of up to 264,698,715 shares in the Company to trading on the premium listing segment of the Official List of the United Kingdom Listing Authority and to trading on the regulated markets of the London Stock Exchange, the Prague Stock Exchange and the Warsaw Stock Exchange (the "Combined Prospectus and Offer Document"). The above-mentioned number of New A Shares acquired by BXR Mining B.V. in connection with the Offer represents 65.5% of the shares in the share capital of the Company and carries 65.5% of all the voting rights at the meeting of the shareholders of the Company. Prior to the Offer becoming wholly unconditional, BXR Mining B.V. held (a) two ordinary shares with a nominal value of EUR 0.40 each in the share capital of the Company (the "Subscriber Shares") and (b) 50,000 non-voting redeemable preference shares with a nominal value of GBP 1.00 each in the share capital of the Company (the "Redeemable Preference Shares"), together representing less than 1% of the shares in the share capital of the Company following the Offer becoming wholly unconditional, and having no voting rights at the meeting of the shareholders of the Company, save in respect of the holders of the Redeemable Preference Shares, who may attend and vote at a general meeting of the Company if a resolution regarding the winding up of the Company is proposed, and in respect of the holders of the Subscriber Shares and Redeemable Preference Shares, who may attend and vote at a general meeting of the Company if a resolution to vary, modify, alter or abrogate any of the rights attach to such shares is proposed; and
(ii) A notification from BXR Group Limited stating that on 6 May 2011, in connection with the Offer, RPG Property B.V., a subsidiary of BXR Group Limited, acquired 10,000 B series shares in the Company (the "New B Shares"). The above-mentioned number of New B Shares acquired by RPG Property B.V represents less than 1% of the shares in the share capital of the Company and carries less than 1% of all the voting rights at the meeting of the shareholders of the Company. Prior to the transaction RPG Property B.V did not directly or indirectly hold any shares in NWR Plc other than the New B Shares.
Pursuant to the transactions conducted by BXR Mining B.V. and RPG Property B.V. (subsidiaries of BXR Group Limited), BXR Group Limited acquired shares in the Company representing 65.5% of the share capital of the Company and 65.5% of all the voting rights at the meeting of the shareholders of the Company, whereas prior to the above-mentioned transactions BXR Group Limited indirectly held in the Company the above-mentioned Subscriber Shares and Redeemable Preference Shares.Please also find appended below a notification of major interest in shares regarding the above-mentioned acquisitions of BXR Group Limited in accordance with the UK Disclosure and Transparency Rules DTR 5.1.2.
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi | ||||||||||||||||||
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii | New World Resources Plc | |||||||||||||||||
2 Reason for the notification (please tick the appropriate box or boxes): | ||||||||||||||||||
An acquisition or disposal of voting rights | Yes | |||||||||||||||||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | No | |||||||||||||||||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | No | |||||||||||||||||
An event changing the breakdown of voting rights | No | |||||||||||||||||
Other (please specify): | N/A | |||||||||||||||||
3. Full name of person(s) subject to thenotification obligation: iii | BXR Group Limited
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4. Full name of shareholder(s) (if different from 3.):iv | BXR Mining B.V. | |||||||||||||||||
5. Date of the transaction and date onwhich the threshold is crossed orreached: v | 6 May 2011 | |||||||||||||||||
6. Date on which issuer notified: | 9 May 2011 | |||||||||||||||||
7. Threshold(s) that is/are crossed orreached: vi, vii | 65% | |||||||||||||||||
8. Notified details: | ||||||||||||||||||
A: Voting rights attached to shares viii, ix | ||||||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | ||||||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | ||||||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | ||||||||||||||
GB00B42CTW68 | 0 | 0 | N/A | N/A | 168,274,654 | N/A | 65.53 | |||||||||||
B: Qualifying Financial Instruments | ||||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||||
Type of financialinstrument | Expirationdate xiii | Exercise/Conversion Period xiv | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | ||||||||||||||
N/A | N/A | N/A | N/A | N/A | ||||||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | ||||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||||
Type of financialinstrument | Exercise price | Expiration date xvii | Exercise/Conversion period xviii | Number of voting rights instrument refers to | % of voting rights xix, xx | |||||||||||||
N/A | N/A | N/A | N/A | N/A | Nominal | Delta | ||||||||||||
N/A | N/A | |||||||||||||||||
Total (A+B+C) | ||||||||||||||||||
Number of voting rights | Percentage of voting rights | |||||||||||||||||
168,274,654 | 65.53 | |||||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi | ||||||||||||||||||
BXR Mining B.V. is a wholly owned subsidiary of BXR Group Limited.
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Proxy Voting: | ||||||||||||||||||
10. Name of the proxy holder: | N/A | |||||||||||||||||
11. Number of voting rights proxy holder will ceaseto hold: | N/A | |||||||||||||||||
12. Date on which proxy holder will cease to holdvoting rights: | N/A | |||||||||||||||||
13. Additional information: | ||||||||||||||||||
14. Contact name: | Zuzanna Wronkowska | |||||||||||||||||
15. Contact telephone number: | +31 20 570 2280 | |||||||||||||||||
Related Shares:
New World Resources