NWR Launches Court Process
to Restructure its Financial Obligations
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 pleased to announce today that the Company has now formally commenced the court process leading to the restructuring of its financial obligations by means of a sanctioned settlement with all or some of its noteholders. This is marked by the issuance of a Practice Statement Letter today to bring the court process to the attention of the creditors.
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.
Further, as part of its contingency planning, the Company has 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, in case the requisite majority of the holders of the senior unsecured notes do not support the Consensual Restructuring Plan.
The Company has received executed lock-up agreements in support of the Consensual Restructuring Plan from 84% of the holders of the senior secured notes and 65% of the holders of the senior unsecured notes by value.
A scheme of arrangement is binding upon the creditors upon completion of the requisite formalities, including a vote by the majority in number and 75% in value of those present and voting in each class of creditors.
New World Resources Plc | c/o Hackwood Secretaries Limited, One Silk Street | London EC2Y 8HQ | United Kingdom | Headquarters: Jachthavenweg 109h | 1081 KM Amsterdam | The Netherlands |
Tel: +31 20 570 2200 I Fax: +31 20 570 2222 I E-mail:
[email protected] I
New World Resources I
A public company incorporated in England and Wales with Company Number 7584218 I New World Resources Plc is also registered with the trade register in the Netherlands under number 55931758. 1/6
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Practice Statement Letter and Court Hearing
The Company has issued a Practice Statement Letter as required under a practice statement issued by the High Court of Justice in England and Wales to bring the commencement of the court process to restructure its financial obligations by means of a sanctioned settlement (the ‘Scheme of Arrangement’) to the attention of its creditors.
The purpose of the Practice Statement Letter is to give notice to the noteholders of the fact that a Scheme of Arrangement is being promoted by the Company; the purpose that this scheme is designed to achieve; the meetings of creditors that are required for the purposes of voting on the scheme; and the composition of those meetings.
Further, the Practice Statement Letter gives notice that the Company intends to apply to the High Court of England and Wales at a court hearing to be held on 29 July 2014 for an order granting the Company certain directions in relation to Scheme of Arrangement in relation to Consensual Restructuring Plan or the Alternative Restructuring Plan, including permission to convene a meeting of both classes creditors of considering, and, if thought fit, approving the Scheme of Arrangement.
The Scheme of Arrangement in relation to the Alternative Restructuring Plan can only be implemented if and when the Scheme of Arrangement in relation to the Consensual Restructuring Plan fails – this contingent nature of the Alternative Restructuring Plan is built into the proposed scheme documentation.
The lock-up agreement (including a term sheet for each of the Consensual Restructuring Plan and the Alternative Restructuring Plan) and the Practice Statement Letter can be obtained from the information agent, Lucid Issuer Services Limited (contact details are provided at the end of this announcement).
ECA
The transaction is conditional upon an agreement with the lenders who have provided an export credit agency-backed loan to the Company (the ‘ECA Lenders’). The Company continues its constructive discussions with the ECA Lenders and will provide an update as appropriate.
Transaction Timing
The explanatory statement to the scheme of arrangement required to implement the Consensual Restructuring Plan or the Alternative Restructuring Plan (as the case may
New World Resources Plc | c/o Hackwood Secretaries Limited, One Silk Street | London EC2Y 8HQ | United Kingdom | Headquarters: Jachthavenweg 109h | 1081 KM Amsterdam | The Netherlands |
Tel: +31 20 570 2200 I Fax: +31 20 570 2222 I E-mail:
[email protected] I
New World Resources I
A public company incorporated in England and Wales with Company Number 7584218 I New World Resources Plc is also registered with the trade register in the Netherlands under number 55931758. 2/6
COPY
be) will be distributed to the noteholders as soon as possible after the court hearing on 29 July 2014. The relevant documents for the Company’s shareholders, such as the prospectus and the circular, will be distributed at the same date.
Closing of the Transaction is expected to occur at the end of September 2014. – End –