15th Aug 2014 07:00
Amsterdam / London, 15 August 2014
Non-Payment of Coupon on Senior Unsecured Notes
New World Resources Plc and New World Resources N.V. (the 'Company') announce that the Company did not receive consent from the requisite majority of locked-up noteholders to make the 15 July coupon payment on the senior unsecured notes at the end of the grace period that expires today. As such, and in order not to jeopardise the strongly supported restructuring transactions, the Company will not make this payment.
Introduction
As previously announced, as part of its ongoing balance sheet restructuring, the Company entered into a lock-up agreement on 2 July 2014 (as amended) (the 'Lock-up Agreement') with approximately 85% by value of the holders of the senior secured notes and approximately 66% by value of the holders of the senior unsecured notes by value. The Lock-up Agreement envisages a consensual restructuring transaction and (in case this transaction cannot be implemented) an alternative restructuring transaction.
Following an order of the High Court of Justice of England and Wales of 29 July 2014 the Company has convened creditor meetings for each of the two classes of noteholders to consider and, if thought fit, approve the consensual restructuring transaction or, failing that, the secured noteholders to consider and, if thought fit, approve the alternative restructuring transaction.
Grace Period
Pursuant to the Lock-up Agreement, payment of the 15 July coupon payment on the senior unsecured notes is subject to the consent of the majority of locked-up holders. Should the Company make this coupon payment in the absence of such consent, noteholders can terminate the Lock-up Agreement - this would put both transactions at risk.
As the requisite consent had not been received as at 15 July 2014, the coupon payment was not made when due. At the time the Company's board of directors resolved to keep under review the prospects of success of these transactions during the 30-day grace period under the indenture before deciding on the payment of the coupon on the senior unsecured notes.
No Consent Received
The grace period under the senior unsecured notes indenture expires today.
To date, the Company has not received the requisite consent to make the coupon payment on the senior unsecured notes.
As such, and having regard to the fact that payment of the coupon would be in breach of the Lock-Up Agreement and would jeopardise the strongly supported transactions during the final stages of the restructuring process, the Company's board of directors believes that it is prudent, and in the best interests of the Company's creditors as a whole, for the Company to comply with the terms of the lock-up agreement to ensure a successful implementation of the restructuring and not to make the coupon payment on the senior unsecured notes notwithstanding the expiry of the grace period,.
All locked-up unsecured noteholders remain bound by the terms of the Lock-up Agreement. These include an obligation to vote in favour of the consensual restructuring transaction, a restriction from taking any acceleration or enforcement action, and an undertaking to rescind any such action by any other group of senior unsecured noteholders. The percentage of locked-up unsecured noteholders provides the Company with the majority required for such a rescission.
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Contact details:
Noteholders Nick Cox-Johnson +44 (0) 7957 596 729 | Media Toby Moore +44 (0) 207 638 9571
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Financial Adviser to NWR The Blackstone Group International Partners LLP Martin Gudgeon / Paul O'Donnell / Shirish Joshi +44 (0) 207 451 4000
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Legal Adviser to NWR White & Case LLP Christian Pilkington / Rebecca Campbell / Boris Docekal +44 (0) 207 532 1000 | ||
Information Agent Lucid Issuer Services Limited Sunjeeve Patel +44 (0) 207 704 0880
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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).
Disclaimer and cautionary note
Certain statements in this announcement are not historical facts and are or are deemed to be "forward-looking". The Company's prospects, plans, financial position and business strategy, and statements pertaining to the capital resources, future expenditure for development projects and results of operations, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology including, but not limited to; "may", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "will", "could", "may", "might", "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These forward-looking statements involve a number of risks, uncertainties and other facts that may cause actual results to be materially different from those expressed or implied in these forward-looking statements because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond NWR's ability to control or predict. Forward-looking statements are not guarantees of future performances.
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 the Company's products, and demand for the Company's customers' products; coal mine reserves; remaining life of the Company'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; the Company's relationship with, and conditions affecting, the Company'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 the Company'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. The Company 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.
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