NWR - Share Issuance Pursuant to Voluntary Conversion of Convertible Notes by a Noteholder
New World Resources Plc ('NWR Plc') and New World Resources N.V. ('NWR NV') announce the issue of 380,231 A ordinary shares in NWR Plc pursuant to NWR Plc's obligations under a deed poll entered into on 7 October 2014.
On 7 October 2014, in connection with the balance sheet restructuring, NWR NV issued EUR 150,000,000 4.00 per cent./8.00 per cent. PIK Mandatory Convertible Notes due 2020 (Regulation S Notes: Common Code 110730462 / ISIN XS1107304625; Rule 144A Notes: Common Code 110730489 / ISIN XS1107304898) (the 'Convertible Notes') convertible into shares of NWR NV which are immediately exchangeable for fully paid A ordinary shares of NWR Plc having a nominal value at the issue date of €0.0004 each ('A Shares').
On 7 October 2014, NWR Plc entered into a deed poll, which contains irrevocable undertakings to NWR NV and to each holder of ordinary shares in NWR NV delivered upon conversion of the Convertible Notes, to purchase such ordinary shares in NWR NV in consideration for the issue of A Shares (the 'Deed Poll').
Conversion of the Convertible Notes and the issue of A Shares
NWR NV received a conversion notice from a holder of Convertible Notes on 24 February 2016 in respect of a principal amount of notes to be converted of EUR 24,387 plus accrued and unpaid interest thereon payable as PIK Interest (as defined in the terms and conditions of the Convertible Notes) on the date of conversion (the 'Principal Amount').
The Principal Amount was converted into 25,106 ordinary shares in NWR NV on 15 March 2016 (the 'Converted Shares').
Following the conversion, the aggregate outstanding principal amount of the Convertible Notes is EUR 161,661,641.
Issue of A Shares
A total of 380,231 A Shares been issued in order to satisfy NWR Plc's obligations under the Deed Poll to issue A Shares to the holder of the Converted Shares as consideration for the purchase of the Converted Shares.
Authorisation to allot A Shares for the purpose of satisfying NWR Plc's obligations under the Deed Poll was granted by shareholders of NWR Plc at a general meeting on 20 August 2014.
The A Shares rank pari passu with the existing A Shares of EUR 0.0004 nominal value each in the capital of NWR Plc including the right to receive in full all dividends and other distributions declared, made or paid.
Commencement of Trading
The 380,231 A Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities on 31 March 2016, on the Prime Market of the Prague Stock Exchange and on the Main Market of the Warsaw Stock Exchange is expected on or around 31 March 2016.
As of today, the issued share capital of NWR Plc consists 6,665,651,322 A Shares of EUR 0.0004 nominal value each, 10,000 B Ordinary Shares of EUR 0.40 nominal value each and 264,477,400,857 D Shares of EUR 0.0004 nominal value each.
RM-SYSTÉM, česká burza cenných papírů a.s.
- NWR - List of shareholders who held at least 5 per cent of votes at the General Meeting (08.11.2016 11:59)
- NWR - Resolutions Passed at the General Meeting of Shareholders and the Meeting of the Creditors (04.11.2016 07:18)
- NWR - Notice of Creditors' Meeting (25.10.2016 14:43)
- NWR - Notice of General Meeting of Shareholders (18.10.2016 10:29)
- NWR - Karbonia shares transferred to Prairie Mining Limited (12.10.2016 15:29)