10 May 2011 17:28
This announcement is for informational purposes only and will under no circumstances constitute the basis for a decision to invest in the shares of the Company (as defined below) or NWR Plc (as defined below). The Combined Prospectus and Offer Document (as defined below) prepared in connection with the public offering and admission and introduction of NWR Plc's securities to trading on the London Stock Exchange, Prague Stock Exchange and Warsaw Stock Exchange, together with the Polish translation of the summary of the Combined Prospectus and Offer Document, is the sole legally binding document containing information on the Company and NWR Plc and the offering in Poland. For the purposes of the offering in Poland and the admission and introduction of securities of NWR Plc to trading on the Warsaw Stock Exchange, NWR Plc has made the Combined Prospectus and Offer Document, together with the Polish translation of the summary thereof, available on the NWR Group's website (www.newworldresources.eu) and on the website of the Polish Offering Agent - ING Securities S.A. (www.ingsecurities.pl).
The Board of Directors of New World Resources N.V (the "Company") hereby announces that:
(i) on 9 May 2011 the Company received a notification from New World Resources Plc ("NWR Plc") stating that on 6 May 2011 NWR Plc acquired: (a) 256,780,388 series A ordinary shares in the Company in connection with a share-for-share exchange offer of series A ordinary shares in the Company (the "Existing A Shares") for newly-issued series A ordinary shares (the "New A Shares") in NWR Plc on such terms as specified in the prospectus dated 11 April 2011 prepared in connection with (i) the offer by NWR Plc and at an exchange ratio of one Existing A Share for one New A Share (the "Offer"), and (ii) the request for the admission of up to 264,698,715 shares in NWR Plc to trading on the premium listing segment of the Official List of the United Kingdom Listing Authority and to trading on the regulated markets of the London Stock Exchange, the Prague Stock Exchange and the Warsaw Stock Exchange (the "Combined Prospectus and Offer Document"); and (B) 10,000 B series shares in the Company (the "Existing B Shares").
Prior to the transactions NWR Plc did not, either directly or indirectly, hold any shares in the Company. Following both transactions involving the acquisition of the Existing A Shares and the Existing B Shares, NWR Plc now holds 97% of the shares in the share capital of the Company and carries 97% of all the voting rights at the meeting of the shareholders of the Company.
(ii) on 9 May 2011 the Company received a notification from BXR Mining B.V., a subsidiary of BXR Group Limited, stating that on 6 May 2011 BXR Mining B.V disposed of 168,274,654 of the Existing A Shares in exchange for New A Shares in NWR Plc on such terms as specified in the Combined Prospectus and Offer Document. The above-mentioned number of Existing A Shares disposed of by BXR Mining B.V. in connection with the Offer represented 63.6 % of the shares in the share capital of the Company and carried 63.6 % of all the voting rights at the meeting of the shareholders of the Company. Following the transaction BXR Mining B.V. does not directly hold any shares in the Company. However, BXR Mining B.V. holds shares in the Company indirectly by holding shares in NWR Plc, which holds 97% of the shares in the Company and which carries 97% of all the voting rights at the meeting of the shareholders of the Company.
(iii) on 9 May 2011 the Company received a notification from BXR Group Limited stating that on 6 May 2011, in connection with the Offer, RPG Property B.V., a subsidiary of BXR Group Limited, disposed of 10,000 B series shares in the Company (the "Existing B Shares"). The above-mentioned number of Existing B Shares disposed of by RPG Property B.V represented less than 1% of the shares in the share capital of the Company and carried less than 1% of all the voting rights at the meeting of the shareholders of the Company. Following the transaction RPG Property B.V does not directly hold any shares in the Company.
Pursuant to the two above-mentioned transactions described in points (ii) and (iii) which were conducted by BXR Mining B.V. and RPG Property B.V. (subsidiaries of BXR Group Limited), BXR Group Limited disposed of shares in the Company representing 63.6% of the share capital of the Company and 63.6% of all the voting rights at the meeting of the shareholders of the Company. As a result, BXR Group Limited does not directly hold any other shares in the Company However, BXR Group Limited holds shares in the Company indirectly by indirectly holding shares in NWR Plc, which itself holds 97% of the shares in the Company and carries 97% of all voting rights at the meeting of the shareholders of the Company.
Please also find appended below a notification of major interest in shares regarding the above-mentioned indirect shareholding of BXR Group Limited in the Company in accordance with the UK Disclosure and Transparency Rules DTR 5.1.2.
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi | ||||||||||||||||
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii | New World Resources N.V. | |||||||||||||||
2 Reason for the notification (please tick the appropriate box or boxes): | ||||||||||||||||
An acquisition or disposal of voting rights | Yes | |||||||||||||||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | No | |||||||||||||||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | No | |||||||||||||||
An event changing the breakdown of voting rights | No | |||||||||||||||
Other (please specify): | N/A | |||||||||||||||
3. Full name of person(s) subject to thenotification obligation: iii | BXR Group Limited
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4. Full name of shareholder(s) (if different from 3.):iv | New World Resources Plc | |||||||||||||||
5. Date of the transaction and date onwhich the threshold is crossed orreached: v | 6 May 2011 | |||||||||||||||
6. Date on which issuer notified: | 9 May 2011 | |||||||||||||||
7. Threshold(s) that is/are crossed orreached: vi, vii | 97% | |||||||||||||||
8. Notified details: | ||||||||||||||||
A: Voting rights attached to shares viii, ix | ||||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | ||||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | ||||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | ||||||||||||
NL0006282204 | 168,274,654 | 168,274,654 | N/A | N/A | 256,780,388 | N/A | 97.01 | |||||||||
B: Qualifying Financial Instruments | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Expirationdate xiii | Exercise/Conversion Period xiv | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | ||||||||||||
N/A | N/A | N/A | N/A | N/A | ||||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Exercise price | Expiration date xvii | Exercise/Conversion period xviii | Number of voting rights instrument refers to | % of voting rights xix, xx | |||||||||||
N/A | N/A | N/A | N/A | N/A | Nominal | Delta | ||||||||||
N/A | N/A | |||||||||||||||
Total (A+B+C) | ||||||||||||||||
Number of voting rights | Percentage of voting rights | |||||||||||||||
256,780,388 | 97.01 | |||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi | ||||||||||||||||
New World Resources plc is a controlled undertaking of BXR Group Limited.
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Proxy Voting: | ||||||||||||||||
10. Name of the proxy holder: | N/A | |||||||||||||||
11. Number of voting rights proxy holder will ceaseto hold: | N/A | |||||||||||||||
12. Date on which proxy holder will cease to holdvoting rights: | N/A | |||||||||||||||
13. Additional information: | ||||||||||||||||
14. Contact name: | Zuzanna Wronkowska | |||||||||||||||
15. Contact telephone number: | +31 20 570 2280 | |||||||||||||||
As a result of all the above-mentioned transactions, BXR Mining B.V. (a subsidiary of BXR Group Limited) still remains the controlling entity of the Company by virtue of its above-described indirect shareholding in the Company.