TIDMNWR
RNS Number : 4401I
New World Resources Plc
31 August 2016
Amsterdam / London, 31 August 2016
Share Issuance Pursuant to a 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 129,088 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 EUR 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 EUR0.0004 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
Following NWR Plc's announcement on 16 May that holders of the
Convertible Notes may wish to consult with their advisers to
determine their position regarding conversion of their Convertible
Notes into NWR Plc shares and the timing of any such conversion
(noting the solvency position of the Group), NWR NV has received
multiple conversion notices from holders of Convertible Notes. Most
recently, on 5 August, NWR Plc announced the receipt by NWR NV of
conversion notices in respect of a principal amount of notes to be
converted of EUR 6,751,036 plus accrued and unpaid interest.
Since the announcement on 5 August, NWR NV has received further
conversion notices in respect of a principal amount of notes to be
converted of EUR 8,280 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').
Following the conversions that are being announced today, the
aggregate outstanding principal amount of the Convertible Notes is
EUR 57,583,571.00.
A total of 129,088 A Shares have 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.
As of today, the issued share capital of NWR Plc consists
4,924,874,478 (excluding shares held by the Company) 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.
As noted in our announcement of 16 May 2016, NWR Plc does not
intend to apply for listing of any further shares issued pursuant
to a conversion of any Convertible Notes, unless the suspension of
the trading of shares in NWR Plc is lifted.
- End -
Investor and Media Contact:
Tel: +31 20 2404 390
Tel: +44 20 7317 5990
info@nwrgroup.eu
Website: www.newworldresources.eu
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).
Disclaimer and cautionary note on forward looking statements and
notes on certain other matters
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 factors 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKKDPDBKDDFN
(END) Dow Jones Newswires
August 31, 2016 03:30 ET (07:30 GMT)
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