11th Jan 2016 10:46
Amsterdam / London, 11 January 2016
Share Issuance Pursuant to Voluntary Conversion of Convertible Notes by a Noteholder
New World Resources Plc ('NWR Plc') and New World Resources N.V. ('NWR NV') announce the issue of 1,443,596 A ordinary shares in NWR Plc pursuant to NWR Plc's obligations under a deed poll entered into on 7 October 2014.
Introduction
On 7 October 2014, in connection with the balance sheet restructuring, NWR NV issued €150,000,000 4.00 per cent./8.00 per cent. PIK Mandatory Convertible Notes due 2020 (Regulation S Notes: Common Code 110730462 / ISIN XS1107304625; Rule 144A Notes: Common Code 110730489 / ISIN XS1107304898) (the 'Convertible Notes') convertible into shares of NWR NV which are immediately exchangeable for fully paid A ordinary shares of NWR Plc having a nominal value at the issue date of €0.0004 each ('A Shares').
On 7 October 2014, NWR Plc entered into a deed poll, which contains irrevocable undertakings to NWR NV and to each holder of ordinary shares in NWR NV delivered upon conversion of the Convertible Notes, to purchase such ordinary shares in NWR NV in consideration for the issue of A Shares (the 'Deed Poll').
Conversion of the Convertible Notes and the issue of A Shares
Conversion
NWR NV received a conversion notice from a holder of Convertible Notes on 11 December 2015 in respect of a principal amount of notes to be converted of EUR 105,361 plus accrued and unpaid interest thereon payable as PIK Interest (as defined in the terms and conditions of the Convertible Notes) on the date of conversion (the 'Principal Amount').
The Principal Amount was converted into 106,742 ordinary shares in NWR NV on 31 December 2015 (the 'Converted Shares').
Following the conversion, the aggregate outstanding principal amount of the Convertible Notes is € 161,797,184.
Issue of A Shares
A total of 1,443,596 A Shares been issued in order to satisfy NWR Plc's obligations under the Deed Poll to issue A Shares to the holder of the Converted Shares as consideration for the purchase of the Converted Shares.
Authorisation to allot A Shares for the purpose of satisfying NWR Plc's obligations under the Deed Poll was granted by shareholders of NWR Plc at a general meeting on 20 August 2014.
The 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.
Commencement of Trading
The 1,443,596 A Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities on 14 January 2016, on the Prime Market of the Prague Stock Exchange and on the Main Market of the Warsaw Stock Exchange is expected on or around 14 January 2016.
As of today, the issued share capital of NWR Plc consists 6,663,538,084 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.
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Investor and Media Contact: Radek Nemecek Tel: +420 727 982 885 Website: www.newworldresources.eu
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Website: www.newworldresources.eu |
About NWR Plc
New World Resources Plc is a Central European hard coal producer. NWR Plc produces quality coking and thermal coal for the steel and energy sectors in Central Europe through its 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 at Dutch 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).
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