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Company New World Resources Plc
TIDM NWR
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Trading Update, Prospectus Publication, EGM notice

Released 07:00 31-Jul-2014
Number 8352N07

RNS Number : 8352N
New World Resources Plc
31 July 2014
 



This announcement is deemed to replace the announcement made by NEW WORLD RESOURCES PLC on 30 July 2014 Headed "Trading and Business Update and Publication of Prospectus and Notice of EGM of NWR PLC" (the "Prior Announcement").

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY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 PLACING AND THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE ON THE WEBSITE OF New World Resources Plc at http://www.newworldresources.eu/en.

 

 

Amsterdam / London, 31 July 2014

 

 

 

Trading and Business Update and

Publication of Prospectus and Notice of EGM of NWR Plc

 

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') are providing a trading and business update for the six-months period ended 30 June 2014, together with the announcement of another key milestone in the NWR Group's balance sheet restructuring process. The NWR Group will announce its results for this period on 21 August 2014.

 

A rights issue and placing is part of the proposed consensual restructuring plan. NWR Plc has made public the Prospectus and Notice of an extraordinary general meeting ('EGM') of NWR Plc's shareholders on 20 August 2014 in connection with the proposed rights issue and placing.

 

Trading and Business Update

 

The NWR Group provides the following trading and business update for the six month period ended 30 June 2014.

 

Based on the Group's preliminary management accounts, the first six months of 2014 show a similar trend as already reported in the first three months of 2014: decrease in revenues, year on year, attributable to lower sales volumes and reduced average sales price of coking coal; increase in EBITDA, year on year, due to reduction in mining unit costs and the build up of inventories in the first six months of 2014, compared to the reduction in inventories in the comparative period.

 

The operating loss (and subsequent loss before tax) has materially reduced mainly due to EUR 307 million impairment charge recognised at 30 June 2013 with no corresponding amount at 30 June 2014, as well as due to reduction in depreciation charge following the reduction in carrying value due to the impairment, and due to factors that improved EBITDA.

 

With respect to financial position of the Group as at 30 June 2014, total assets have decreased mainly due to decrease in cash and cash equivalents, following cash outflow from both operating (including interest payments of the bonds) and investing activities. Total equity has decreased as a consequence of the loss for the period.

 

As at 30 June 2014, the Group had cash and cash equivalents of EUR 122 million and had indebtedness of EUR 811 million (carrying value), of which EUR 48 million is contractually repayable in the next 12 months. This results in a net debt position for the Group of EUR 689 million, 10 per cent higher when compared to EUR 625 million as at 31 December 2013.

 

On 21 August 2014 the NWR Group will announce its results for the six-month period ended 30 June 2014.  It will host a teleconference for investors the same day at 10:00 a.m. UK time.

 

 

Publication of Prospectus and Notice of EGM

 

Introduction

 

On 2 July 2014, the NWR Group announced that the Company had agreed revised terms to the previously announced proposed consensual restructuring transaction with the ad hoc joint committee of holders of its senior secured notes and senior unsecured notes, certain individual noteholders, and its majority shareholder. This revised proposed consensual transaction (the 'Consensual Restructuring Plan') takes into account the interests of all of the Company's stakeholders.

 

The Company has received executed lock-up agreements from 85% of the holders of the senior secured notes and 65% of the holders of the senior unsecured notes by value.

 

As announced yesterday, the High Court of England and Wales has granted the Company permission to hold creditors' meetings where Group's noteholders can vote on the Consensual Restructuring Plan. The meetings will be held on 29 August 2014.

 

 

Prospectus

 

On 2 July 2014, NWR Plc announced that as part of the Consensual Restructuring Plan it is envisaged that approximately EUR 150 million of new equity is invested in NWR Plc by way of a rights issue to existing shareholders (the 'Rights Issue') of approximately EUR 118 million and a placing of New A Shares to existing noteholders (the 'Placing') of approximately EUR 32 million.

 

NWR Plc announces the publication of its prospectus in connection with its proposed Rights Issue and Placing, details of which are set out below. The Prospectus has been approved by the UK Listing Authority.

 

J.P. Morgan Securities plc is acting as sponsor to NWR Plc in relation to the Rights Issue.

 

A copy of the Prospectus and the proxy form have been submitted to the National Storage Mechanism and will be available for inspection on the website at: www.Hemscott.com/nsm.do.

 

The Prospectus is available for viewing on NWR's website at www.newworldresources.eu and is also available for review at the NWR Plc's registered office at: c/o Hackwood Secretaries, One Silk Street, London EC2Y 8HQ, United Kingdom, and NWR Plc's offices at: Jachthavenweg 109h, 1081 KM Amsterdam, the Netherlands.

 

Defined terms used in this announcement that are not defined herein shall have the meaning given to such terms in the Prospectus.

 

Notice of an EGM of Shareholders

 

The Prospectus contains a notice of an EGM. The notice of EGM is included in the Prospectus and will be posted with Forms of Proxy to Shareholders on 31 July 2014 and posted on NWR Plc's website.

 

The EGM will be held on 20 August 2014 at 10.00 a.m. (CET) at the offices of NWR Plc, Jachthavenweg 109h, 1081 KM Amsterdam, the Netherlands.

 

NWR Plc is seeking approval from Shareholders of the proposed Resolution which is required to be passed in order to implement various aspects of the Consensual  Restructuring Plan. The Shareholders are being asked:

 

(a)        to give the NWR Plc Directors the authority to allot New A Shares for the  purposes of the Rights Issue and the Placing; 

 

(b)        to empower the NWR Plc Directors to allot New A Shares pursuant to that  authorisation as if Shareholders' rights of pre-emption did not apply to the allotment, or applied to the allotment with such modifications as the NWR Plc Directors may determine; 

 

(c)        to give the NWR Plc Directors the authority to allot the A Shares, as  consideration for the purchase of NVA Shares (following the issue of such NVA Shares) upon conversion of the New Convertible Notes; 

 

(d)        to approve the placing of New A Shares to the Existing Noteholders at the  relevant level of  discount;

 

(e)        to approve the Subdivision of the Existing A Shares; 

 

(f)         to approve an amendment to the Articles of Association to provide for the D  Shares which will be created as a result of the  Subdivision; 

 

(g)        to give the NWR Plc Directors a limited authority to allot New A Shares following  the  Rights Issue and the Placing; and 

 

(h)        to empower the NWR Plc Directors to allot New A Shares pursuant to that  authorisation as if Shareholders' rights of pre-emption did not apply to the allotment.

 

Overview of the Rights Issue

 

NWR Plc is proposing to raise approximately €118 million (before expenses), by way of the Rights Issue of 5,030,100,717 New A Shares. The Issue Price of 2.3457891¢ per New A Share, which is payable in full on acceptance by not later than 11:00 a.m.   (London time) on 23 September 2014, represents a 82.93 per cent. discount to the  Closing Price of 10.875 pence per existing A share on 29 July 2014 (being the last  Business Day prior to the announcement of the Rights Issue) and a 19.54 per cent.  discount to the theoretical ex-rights price of 2.916¢ per Existing A Share calculated by  reference to the Closing Price on the same day. The Closing Price is denominated in sterling while the Issue Price is denominated in Euro, therefore a conversion rate of 0.7914:1.00 EUR as at 29 July 2014 has been applied. The Shareholders are being asked to approve this discount in the Resolution proposed at the EGM.

 

 

In relation to the Rights Issue, CERCL Mining B.V., the NWR Plc's majority shareholder which owns 63.56 per cent. of the Existing A Shares as at the date of the Prospectus, has made an irrevocable commitment to take up its full entitlement of Rights in the Rights Issue, which amounts to a total investment of approximately €75 million.

 

The Rights Issue is being underwritten (save in respect of those New A Shares which  CERCL Mining has irrevocably committed to take up) by certain Participating Existing Noteholders. Each Backstop Provider has committed to take up its Backstop Provider's Commitment to the extent that there are any New A Shares not taken up by Shareholders or others in the Rights Issue and for which subscribers have not been procured by J.P. Morgan Securities plc as Bookrunner and which are not subscribed for by such Participating Existing Noteholders. A summary of the material terms of the Underwriting Agreement is set out in the section entitled ''Underwriting Agreement'' in Part IX (Additional information) of the Prospectus. 

 

If a Qualifying Shareholder (other than, subject to certain exceptions, a Qualifying Shareholder with a registered address in, or who is resident or located in or a citizen or national of, the United States or any of the  Excluded Territories) does not wish to subscribe for the New A Shares to which he is entitled, such Shareholder can instead sell or transfer his rights to subscribe for those New A Shares and receive the net proceeds (if any) of the sale or transfer in cash. This is referred to as dealing in the rights ''nil paid''.

 

NWR Plc proposes to offer New A Shares by way of the Rights Issue to Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders with registered addresses in, or who are resident or located in or citizens or nationals of, the United States or any of the Excluded Territories) on the following basis and otherwise on the terms and conditions set out in Part VIII (Terms and conditions of the Rights  Issue) of the Propectus and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment  Letters:

 

19 New A Shares at  2.3457891¢ each for every 1 Existing A Share

 

held by and registered in the names of Qualifying Shareholders on the Rights Issue Record Date. Holdings of Existing A Shares held on the Rights Issue Record Date in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractional entitlements to New A Shares will not be allotted and, where necessary, entitlements  will be rounded down to the nearest whole number of New A Shares (nil paid).

 

The New A Shares will, when issued and fully paid, rank pari passu in all respects with the  A Shares resulting from the Subdivision (as defined  below) of the Existing A Shares, including the right to receive in full all dividends and other distributions declared, made or paid by reference to a record date after the date of their issue.

 

The Rights Issue is conditional, inter alia, upon:

 

(a)        the passing  of the Resolution  (without  amendment)  at  the General  Meeting;

 

(b)        the  Subscription Agreement  not  having  been  terminated in accordance  with  its terms prior to Admission (nil paid);

 

(c)        the Underwriting Agreement having become unconditional in all respects  (save for the condition in relation to Admission (nil paid) and not having  been terminated in accordance with its terms prior to Admission (nil paid);

 

(d)        CERCL Mining irrevocably undertaking to NWR Plc to take up its entire  entitlement to subscribe for New A Shares under the Rights Issue and not  having exercised any of its termination rights in such irrevocable  undertaking prior to Admission (nil paid);

 

(e)        an order of the High Court of England and Wales sanctioning the Scheme  having been delivered to the Registrar of Companies of England and Wales;

 

(f)         the Chapter 15 Order being obtained; and

 

(g)        Admission (nil paid) occurring not later than 8.00 a.m. on 4 September  2014 (or such later time or date as NWR Plc and all of the Backstop  Providers may agree).

 

It is expected that Admission will become effective and that dealings in the New A Shares (fully paid and for normal settlement) will commence on the London Stock Exchange at 8.00 a.m. (London time) on 24 September 2014 and subsequently (on or about the same date) on the Warsaw Stock Exchange and Prague Stock Exchange. It is expected that Admission (nil paid) will become effective and that dealings in the Nil Paid Rights will commence on the London Stock Exchange at 8.00 a.m. (London   time) on 4 September 2014 and subsequently (on or about the same date) on the Warsaw Stock Exchange. Currently no arrangements have been made by NWR Plc for the listing of the Nil Paid Rights on the Prague Stock Exchange.

 

Further terms and conditions of the Rights Issue are set out in Part VIII (Terms and conditions of the Rights Issue) of the Prospectus and, where relevant, will be set out in the Provisional Allotment Letter. Qualifying Shareholders who have registered addresses, or who are resident or located in or citizens or nationals of any country   outside the United Kingdom, the Czech Republic and Poland, and persons who hold  Existing A Shares for the account or benefit of any such person or who have a contractual or other legal obligation to forward the Prospectus, or a Provisional Allotment Letter if and when received, or any other  document relevant to the Rights Issue or the Placing to a jurisdiction outside the  United Kingdom, the Czech Republic and Poland, should read the section of the Prospectus entitled ''Overseas Shareholders'' of Part I (Letter from the chairman to Shareholders) and the  section entitled ''Overseas Shareholders'' of Part VIII (Terms and conditions of the Rights Issue) of the Prospectus.

 

As the proposed Issue Price per New A Share is below the current nominal value of the 

A Shares, and section 580 of the Companies Act prohibits the allotment of shares at a discount, NWR Plc is proposing to reduce the nominal value of the Existing A Shares.  NWR Plc is proposing that each Existing A Share of €0.40 nominal value will be subdivided into 1 A Share of €0.0004 nominal value and 999 D Shares of  €0.0004  nominal value, with such D Shares having very limited rights (the  'Subdivision').  Each of the Rights Issue and the Placing is conditional upon (among other things) the approval by the Shareholders of the resolution to subdivide the Existing A Shares. The proportion of the issued share capital of NWR Plc held by each Shareholder immediately following the Subdivision will remain unchanged. In addition, apart from having a different nominal value, each A Share of €0.0004 nominal value will carry the

same rights as set out in the Articles of Association that currently apply to Existing A Shares of  €0.40 nominal value.

 

All uncertificated Existing A Shares credited to Shareholders' stock accounts in CREST, the NDS, and/or the CSD will be amended as soon as possible after 8:00 a.m.  on 27 August 2014 or shortly thereafter to confirm the new nominal value of  €0.0004.  No new share certificates will be issued in respect of Existing A Shares in certificated  form in connection with the Subdivision and no action will, or needs to, be taken in respect of such Existing A Shares as a result of the Subdivision. The D Shares created on the Subdivision becoming effective will have no voting or dividend rights and, on a return of capital on a winding up, will have no valuable economic rights. No share certificates will be issued in respect of the D Shares, nor will stock accounts in CREST be credited with any entitlement to D Shares, nor will they be listed on the Official List or admitted to trading on the London Stock Exchange or any other investment  exchange.

 

Requests will be made to (i) the UK Listing Authority and the London Stock Exchange to reflect the Subdivision on the Official List and the London Stock Exchange's main market for listed securities; (ii) the Prague Stock Exchange to reflect the Subdivision on the Prague Stock Exchange's Prime  Market; and (iii) the Warsaw Stock Exchange to reflect the Subdivision on the Warsaw Stock Exchange's main market.

 

Each of the NWR Plc Directors who holds Existing A Shares, being Marek Jelı´nek, Bessel Kok, Hans-Jörg Rudloff, Steven Schuit, Barry Rourke and Paul Everard, has agreed to take up his rights to subscribe for New A Shares under the Rights Issue in full. In addition, such NWR Plc Directors have irrevocably undertaken to vote in favour of the Resolution to be proposed at the EGM in respect of their own beneficial holdings of Existing A Shares, amounting to 267,501 Existing A Shares and 0.1 per cent. of the total number of votes available to be cast at the EGM.

 

Overview of the Placing

 

Each Existing Noteholder is being offered the right to subscribe for New A Shares up to its pro rata share (as defined below) pursuant to the Placing at the Issue Price subject to participating in the Super Senior Facility at least pro rata to its holding of Existing Notes. Please refer to the section entitled ''Participation in the Noteholder Equity Investment'' of Part I of the Prospectus (Letter from the chairman to Shareholders) for further details. The Issue Price represents a 82.93 per cent. discount to the Closing Price of 10.875 pence per Existing A Share on 29 July 2014. The Closing Price is denominated in sterling while the Issue Price is denominated in Euro, therefore a conversion rate of 0.7914:1.00 EUR as at 29 July 2014 has been applied. NWR Plc intends to raise approximately €32 million pursuant to the Placing. Under the terms of the Subscription Agreement, the Backstop Providers have committed to take up their respective Placing Commitments of the New A Shares offered to the Existing Noteholders pursuant to the Placing. To the extent that the New A Shares are not taken up by the Other Existing Noteholders, the Backstop Providers will subscribe for such New A Shares.

 

The total number of A Shares in issue immediately prior to the Rights Issue and the Placing will represent approximately 4.0 per cent. of the total number of A Shares  in issue immediately following completion of the Rights Issue and the Placing. The new equity being injected will therefore be represented by approximately 96.0 per cent. of the total number of A Shares in issue immediately following completion of the Rights  Issue and  the Placing.

 

 

- End -

Contact details:

Noteholders

Nick Cox-Johnson

+44 (0) 7957 596 729

ncjohnson@nwrgroup.eu

Media

Toby Moore

+44 (0) 207 638 9571

toby.moore@citigatedr.co.uk

 

 

Financial Adviser to NWR

The Blackstone Group

International Partners LLP

Martin Gudgeon / Paul O'Donnell /

 Shirish Joshi

+44 (0) 207 451 4000

gudgeon@blackstone.com

odonnellp@blackstone.com

joshis@blackstone.com

 

 

Legal Adviser to NWR

White & Case LLP

Christian Pilkington / Rebecca Campbell /

Boris Docekal

+44 (0) 207 532 1000

cpilkington@whitecase.com

rebecca.campbell@whitecase.com

bdocekal@whitecase.com

 

Financial Adviser to Committee

Moelis & Company UK LLP

Charles Noel-Johnson/ Rohan Choudhary

 

+44 (0) 207 634 3500

charles.noel-johnson@moelis.com

rohan.choudhary@moelis.com

 

Legal Adviser to Committee

Freshfields Bruckhaus Deringer LLP

Sean Lacey / Geoff O'Dea /

 Emma Gateaud

+44 (0) 207 936 4000

sean.lacey@freshfields.com

geoff.odea@freshfields.com

emma.gateaud@freshfields.com

 

Information Agent

Lucid Issuer Services Limited

Sunjeeve Patel

+44 (0) 207 704 0880

nwr@lucid-is.com

 

 





 



 

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).

 

 

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 is available on NWR Plc's website at http://www.newworldresources.eu/en provided that the 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 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. 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 Provisional Allotment Letters, 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 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 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 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 Placing and Rights Issue. 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 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.

 


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Trading Update, Prospectus Publication, EGM notice - RNS