Update on the Balance Sheet Restructuring

Transcription

1 Amsterdam / London, 30 July 2014 Update on the Balance Sheet Restructuring 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 today pleased to announce a key milestone in the NWR Group s balance sheet restructuring process. On 22 July 2014 the Company commenced the court process for the restructuring with the first hearing held yesterday, 29 July Following this hearing the court has granted the Company permission to hold two meetings where the two groups of noteholders can vote on the Company s restructuring. The meetings will be held on 29 August With a view to the meetings of the noteholders, the Company has made public today the necessary explanatory documentation for these stakeholders. This is the explanatory statement to the proposed Schemes of Arrangement. Further, Company will submit today a petition for recognition in the United States of the court process in the United Kingdom. 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. As announced on 2 July 2014, the Company has as part of its contingency planning agreed a proposed alternative restructuring plan (the Alternative Restructuring Plan ) with certain holders of its senior secured notes, in case the Consensual Restructuring Plan is not capable of being implemented. Resources Plc is also registered with the trade register in the Netherlands under number /7

2 The Company has received executed lock-up agreements from approximately 85% of the holders of the senior secured notes and approximately 65% of the holders of the senior unsecured notes by value. Creditor Meetings On 22 July 2014, the Company issued a Practice Statement Letter to bring the commencement of the court process to restructure its financial obligations by means of a court-sanctioned settlement (the Scheme of Arrangement or Scheme ) to the attention of its creditors. In this letter the Company gave notice that it intended to apply to the High Court of England and Wales (the Court ) at a hearing held on 29 July 2014 for an order, amongst other, granting permission to convene separate meetings for the two classes of Scheme creditors the senior secured and the senior unsecured noteholders to consider, and, if thought fit, approve a Scheme of Arrangement in relation to either the Consensual Restructuring Plan and/or the Alternative Restructuring Plan (the Scheme Meetings ) By an order dated 29 July 2014, the Court has directed permission to convene the two Scheme Meetings as applied for by the Company. The Scheme Meetings will be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on 29 August The meeting of the senior secured noteholders will commence at 1 p.m. London Time and the meeting of the senior unsecured noteholders will commence at 2 p.m. London Time. Further details are provided in the Notice of Scheme Meetings that is published together with this announcement. Explanatory Statement To enable the noteholders to exercise a reasonable judgment as to whether the Scheme proposed by the Company is in their interests or not, the explanatory statement provides them with detailed information about the restructuring, including the proposed Schemes, the Scheme documents, the Scheme process and information on the Company together with all relevant forms. The explanatory statement, its appendices and forms (including the Notices of the Scheme Meetings and an account holder letter for the noteholders to fill in to provide certain information to the Company) are available for downloading on the website of Resources Plc is also registered with the trade register in the Netherlands under number /7

3 the NWR Group at The documents can also be downloaded from the information agent s secure website for creditors ( (contact details of the information agent are provided at the end of this announcement). Recognition in the United States of the Scheme Process New York law governs the senior secured notes and the senior unsecured notes. In light of this the Company submitted today a petition to the United States Bankruptcy Court for recognition of the Scheme process before the High Court of England and Wales as a foreign main proceeding and for related relief giving full force and effect to the Scheme and related documents under Chapter 15 of the United States Bankruptcy Code. Sale Process As announced on 2 July 2014, the Company has commenced a sale process for its operating subsidiaries: OKD a.s. in the Czech Republic and NWR Karbonia S.A. in Poland (together the Assets ). This process is an important part of the Company s contingency planning to ensure the continuation of the operations of these Assets should the Consensual Restructuring Plan not be capable of being implemented. Any bids received will be assessed against the Company's other options (including the Alternative Restructuring Plan). Whilst the sales process is ongoing, it should be noted that in a transaction that is delivered through an insolvency the Company s stakeholders are being paid in accordance with their respective rankings; this could leave certain categories of stakeholders with minimal or no recoveries. In light of this consequence, the Board repeats its recommendation to support the Consensual Restructuring Plan as it takes into account the interests of all stakeholders of the Company. Timing of the Transaction After the Scheme Meetings on 29 August 2014, it is anticipated that a second and final court hearing the scheme sanction hearing will be held on or around 5 September 2014 at which the Court will decide whether to exercise its discretion to sanction the Scheme (assuming that the Scheme is approved at the Scheme Meetings by the requisite majorities of the noteholders). Resources Plc is also registered with the trade register in the Netherlands under number /7

4 Certain other approvals are required to implement the restructuring, including the approval of shareholders of NWR Plc to the rights issue and placing that will occur as part of the Consensual Restructuring Plan. Further announcements will be made in due course in this regard. Closing of the transaction is expected to occur at the end of September End Resources Plc is also registered with the trade register in the Netherlands under number /7

5 Contact details: Noteholders Nick Cox-Johnson +44 (0) Media Toby Moore +44 (0) Financial Adviser to NWR The Blackstone Group International Partners LLP Martin Gudgeon / Paul O Donnell / Shirish Joshi +44 (0) [email protected] [email protected] [email protected] Legal Adviser to NWR White & Case LLP Christian Pilkington / Rebecca Campbell / Boris Docekal +44 (0) [email protected] [email protected] [email protected] Financial Adviser to Committee Moelis & Company UK LLP Charles Noel-Johnson/ Rohan Choudhary +44 (0) [email protected] [email protected] Legal Adviser to Committee Freshfields Bruckhaus Deringer LLP Sean Lacey / Geoff O Dea / Emma Gateaud +44 (0) [email protected] [email protected] [email protected] Information Agent Lucid Issuer Services Limited Sunjeeve Patel +44 (0) [email protected] Resources Plc is also registered with the trade register in the Netherlands under number /7

6 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 at Dutch Trade Register of the Chamber of Commerce under number and registered as an overseas company at Companies House in the UK with UK establishment number BR and its address at 115 Park Street, London, W1K 7AP, United Kingdom (Telephone +44 (0) , Fax +44 (0) ). Disclaimer and cautionary note 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, forwardlooking 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 facts 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. Resources Plc is also registered with the trade register in the Netherlands under number /7

7 Additional risk factors are as described in the Company 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. 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. Resources Plc is also registered with the trade register in the Netherlands under number /7

8 IN THE HIGH COURT OF JUSTICE No of 2014 CHANCERY DIVISION COMPANIES COURT IN THE MATTER OF NEW WORLD RESOURCES N.V. - and IN THE MATTER OF THE COMPANIES ACT 2006 Terms defined in this Notice of Senior Secured Scheme Meeting have the same meanings as in the proposed scheme of arrangement under Part 26 of the Companies Act between New World Resources N.V. ( NWR NV ) and the Scheme Creditors (as defined therein) (the Scheme ). NOTICE IS HEREBY GIVEN that, by an order dated 29 July 2014 made in the above matter, the Court has directed the Senior Secured Scheme Meeting to be convened for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme. The Senior Secured Scheme Meeting will be held at the offices of White & Case LLP, 5 Old Broad Street, London, EC2N 1DW, United Kingdom on 29 August 2014 and will commence at 2:00 p.m. London time. All Senior Secured Scheme Creditors are requested to attend at such place and time either in person or by proxy. Senior Secured Scheme Creditors may vote in person at the Senior Secured Scheme Meeting or they may appoint another person, whether a Scheme Creditor or not, as their proxy to attend and vote in their place. Each Senior Secured Scheme Creditor or his proxy will be required to register his attendance at the Senior Secured Scheme Meeting prior to its commencement. Registration will commence at or about 12:00 p.m. London time on the day of the Senior Secured Scheme Meeting. It is requested that Account Holder Letters are properly completed and returned to NWR NV c/o Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, for the attention of Sunjeeve Patel / Thomas Choquet by: fax: +44 (0) or nwr@lucid is.com The deadline for receiving Account Holder Letters is 5.00 p.m. (London time) on 28 August 2014 in accordance with the instructions set out in the Account Holder Letter. If further copies of the Scheme are required, please send your request to NWR NV, c/o Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, for the attention of Sunjeeve Patel / Thomas Choquet by: fax: +44 (0) or nwr@lucid is.com By the said order, the Court has appointed Mr. Boudewijn Wentink or, failing him, Mr Christian Pilkington, to act as Chairman of the Senior Secured Scheme Meeting and has directed the Chairman to report the result of the Senior Secured Scheme Meeting to the Court. Dated 30 July 2014 NEW WORLD RESOURCES N.V. New World Resources N.V., a public company with limited liability (Naamloze Vennootschap) organised under the laws of the Netherlands with registered number and whose head office and principal place of business is at 115 Park Street, W1K 7AP, London, United Kingdom. LONDON

9 IN THE HIGH COURT OF JUSTICE No of 2014 CHANCERY DIVISION COMPANIES COURT IN THE MATTER OF NEW WORLD RESOURCES N.V. - and IN THE MATTER OF THE COMPANIES ACT 2006 Terms defined in this Notice of Senior Unsecured Scheme Meeting have the same meanings as in the proposed scheme of arrangement under Part 26 of the Companies Act between New World Resources N.V. ( NWR NV ) and the Scheme Creditors (as defined therein) (the Scheme ). NOTICE IS HEREBY GIVEN that, by an order dated 29 July 2014 made in the above matter, the Court has directed the Senior Unsecured Scheme Meeting to be convened for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme. The Senior Unsecured Scheme Meeting will be held at the offices of White & Case LLP, 5 Old Broad Street, London, EC2N 1DW, United Kingdom on 29 August 2014 and will commence at 1.00 p.m. London time. All Senior Unsecured Scheme Creditors are requested to attend at such place and time either in person or by proxy. Senior Unsecured Scheme Creditors may vote in person at the Senior Unsecured Scheme Meeting or they may appoint another person, whether a Scheme Creditor or not, as their proxy to attend and vote in their place. Each Senior Unsecured Scheme Creditor or his proxy will be required to register his attendance at the Senior Unsecured Scheme Meeting prior to its commencement. Registration will commence at or about 12:00 p.m. London time on the day of the Senior Unsecured Scheme Meeting. It is requested that Account Holder Letters are properly completed and returned to NWR NV c/o Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, for the attention of Sunjeeve Patel / Thomas Choquet by: fax: +44 (0) or nwr@lucid is.com The deadline for receiving Account Holder Letters is 5.00 p.m. (London time) on 28 August 2014 in accordance with the instructions set out in the Account Holder Letter. If further copies of the Scheme are required, please send your request to NWR NV, c/o Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, for the attention of Sunjeeve Patel / Thomas Choquet by: fax: +44 (0) or nwr@lucid is.com By the said order, the Court has appointed Mr. Boudewijn Wentink or, failing him, Mr Christian Pilkington, to act as Chairman of the Senior Unsecured Scheme Meeting and has directed the Chairman to report the result of the Senior Unsecured Scheme Meeting to the Court. Dated 30 July 2014 NEW WORLD RESOURCES N.V. New World Resources N.V., a public company with limited liability (Naamloze Vennootschap) organised under the laws of the Netherlands with registered number and whose head office and principal place of business is at 115 Park Street, W1K 7AP, London, United Kingdom. LONDON