2 Jun 2011 07:00
Amsterdam, 2 June 2011
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
New World Resources Plc
BXR Mining statement regarding shareholding in New World Resources Plc
New World Resources Plc ('NWR') has been informed by its majority shareholder BXR Mining B.V. ('BXRM') of the following statement.
BXRM, indirectly owned by BXR Group Limited ('BXR Group'), has decided that it is willing to make available to the market up to approximately 16 million A shares of NWR (representing approximately 6.1% of NWR's outstanding shares) in order to further enhance trading liquidity in the shares following NWR's re-incorporation as a UK PLC.
Following the IPO of New World Resources N.V. ('NWR NV') in May 2008, a subsidiary of BXR Group retained a majority holding of the A shares in NWR NV. This holding, which is now a shareholding in NWR, has subsequently been increased to its current level of approximately 64.3%, principally as a result of the exit in May 2009 of American Metals and Coal International, Inc. ('AMCI') and First Reserve Corporation ('First Reserve') from their indirect shareholdings in NWR NV. BXRM's decision relates only to a portion of this incremental shareholding.
BXRM supported the re-incorporation of NWR from a Dutch NV to a UK PLC as a means of enhancing trading in the shares and attracting long term institutional shareholders in the UK. With FTSE UK Index inclusion anticipated to occur in June 2011, BXRM has now made this decision to make shares available in order to accommodate interest from investors. However, BXRM does not intend to make available more than approximately 16 million A shares of NWR and, as any transaction will be subject to price, there is no assurance that it will dispose of this number of shares.
Outlook and strategy
BXRM remains a long-term and supportive majority shareholder of NWR. Following today's announcement BXRM intends to maintain its controlling shareholding in NWR above the level of the exposure the group had immediately following the IPO. BXRM remains positive about NWR, its place in the central European coal industry, and the strategic opportunities and outlook for its business.
Background: the May 2009 transaction
In May 2009, a transaction was announced under which AMCI and First Reserve had agreed to transfer their shares in RPG Industries SE ('RPGI'), the majority shareholder of NWR NV at the time, following completion of which some four months later, AMCI and First Reserve ceased to have any ownership interest in RPGI and, therefore, any indirect interest in NWR NV. Subsequent group reorganisations resulted in the formation of BXR Group and BXRM, holding the entire stake in NWR NV, which was held by RPGI immediately following the IPO in May 2008. The May 2009 transaction resulted in BXR Group's exposure to NWR being increased by approximately 32 million NWR A shares.
About NWR
NWR is Central Europe's leading hard coal and coke producer. NWR produces quality coking and thermal coal for the steel and energy sectors in Central Europe through its subsidiary OKD, a.s. ('OKD'), the largest hard coal mining company in the Czech Republic. NWR's coke subsidiary, OKK Koksovny, a.s. ('OKK') is Europe's largest producer of foundry coke. NWR currently mines in the Czech Republic and has two development projects in Poland, which form part of NWR's regional growth strategy.
In April 2011, the Boards of Directors of NWR and NWR NV announced a recommended share offer for all the A shares of NWR NV. On 5 May 2011, valid acceptances had been received to the amount of 97% A shares of NWR NV, and NWR joined the Official List of the London Stock Exchange ('LSE'). NWR also joined the Prague Stock Exchange ('PSE') on the same day and listed on the Warsaw Stock Exchange a few days later, on 9 May 2011.
NWR announced on 1 June 2011 that valid acceptances had reached approximately 99% of the A shares of NWR NV. NWR has also acquired 100% of B shares of NWR NV. NWR has informed the market that it expects that, subject to approval by the FTSE Review Committee, it will be eligible for inclusion into the FTSE UK Index Series following the next quarterly review date on 8 June, 2011, with inclusion taking effect on 17 June 2011.
About BXR Group
BXR Group is an international private investment group with over USD 6 billion of assets under management and a 14-year track record of superior investment performance across a variety of industry sectors. Its website is www.bxrgroup.com.
Disclaimers
Certain statements in this press release are not historical facts and are, or may be deemed to be, "forward looking." Statements concerning NWR and its prospects and plans, and the liquidity of its shares, may constitute forward looking statements. In addition, statements about BXR Mining's plans and strategy with respect to its investment in NWR may also constitute forward looking statements. Forward looking statements generally can be identified by the use of forward-looking terminology including, but not limited to, "intend", "anticipate", "remains", "will" or the negatives of these terms or variations. These statements involve a number of risks, uncertainties and other facts that may cause actual decisions, results and events to be materially different from those expressed or implied in these forward looking statements. They may relate to events, facts and circumstances that may or may not occur and that may be beyond BXR Mining's ability to control or predict. BXR Mining does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
This announcement does not constitute an offer to the public in the United Kingdom, the United States or any other jurisdiction.
This announcement and the information contained herein does not and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
The securities described herein may not be offered or sold in the United States unless they are registered or exempt from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and any United States state securities laws. The securities have not been and will not be registered under the Securities Act or any United States state securities laws, and the there is no intention to make a public offer of the securities in the United States.