Proposed Disposal of OKK Koksovny, a.s.
On 16 May 2013, NWR announced its intention to divest its coke subsidiary, OKK. This
decision was part of a wider operational review undertaken by NWR with the aim of
adjusting NWR's business in light of the challenging market conditions. The Executive
Chairman of NWR, Gareth Penny, said: "The Directors of NWR believe that the
disposal of OKK is an important step towards becoming a more efficient, leaner and
more flexible mining business."
The consideration for the Disposal is EUR 95 million and consists of EUR 70 million for
the transfer of NWR NV's entire shareholding in OKK to MTX Koksovny a.s. and EUR
25 million for the sale of certain of OKK's coke inventory to METALIMEX a. s.
NWR NV will receive EUR 88 million on completion. The remaining EUR 7 million will
be paid on completion into an escrow account. The funds will be released to NWR NV
from the escrow account three (3) months after completion, subject to the satisfaction
of any claims under the sale and purchase agreement.
The Company does not expect any taxation liability attributable to the Company
following the proposed Disposal. Therefore, the Company will receive the entire
purchase price (subject to deduction of transaction expenses of approximately EUR 2
million and to any potential adjustments made to the funds in the escrow).
The Company intends to reinvest the net proceeds in its core business over the twelve
(12) months following completion.
The Company has been advised on the transaction by Strand Partners Ltd and White
& Case LLP.
Conditions of the Disposal
The Disposal is conditional on certain conditions including:
- the approval of shareholders which will be sought at a general meeting;
- the approval of relevant competition authorities and applicable regulators; and
- the approval of the lenders under the EUR 100 million Revolving Facility Agreement dated 7 February 2011 with the NWR NV as borrower.
A longstop date of 13 December 2013 has been agreed whereby if the conditions have
not been met the parties to the transaction agreements may not need to complete the
The Disposal constitutes a Class 1 Transaction under the Listing Rules and is,
therefore, conditional on the approval of shareholders of the Company. A circular will
be sent to shareholders in due course containing details of the Disposal and including
a notice convening a general meeting of the Company, at which approval will be
sought for the Disposal. Completion of the Disposal is expected to occur before the
longstop date of 13 December 2013.
OKK Koksovny, a.s.
The OKK business is a separate business segment within the NWR Group, with an
independent management and workforce. It operates a coking plant at the Svoboda
facility that has a capacity of approximately 850 thousand tonnes per year.
As at 31 December 2012, the gross assets attributed to OKK in the balance sheet of
the Company was EUR 223 million. The loss before tax attributable to OKK for the
latest audited financial year ended 31 December 2012 was EUR 3 million.
OKK key employees
The business of OKK has, for many years, been run on a basis largely independent of
the business of the rest of the NWR Group. Accordingly, there are no key individuals to
the operation of the retained business of the NWR Group who are employed by OKK.
Michal Kuca is a key individual of the management team at OKK and will continue in
his role at OKK following the Disposal.
Change in the reporting date of NWR's Q3 2013 financial results
The Q3 2013 financial results will be published on 6 November 2013.
Přiložený dokument ke stažení
Press release (ENG)
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