NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Amsterdam, 19 July 2011
New World Resources N.V. ('NWR NV') and New World Resources Plc ('NWR Plc') hereby announce that NWR Plc, a company incorporated under the laws of England and Wales and whose registered office is at c/o Hackwood Secretaries Limited, One Silk Street, London EC2Y 8HQ, the United Kingdom, and who is a shareholder in NWR NV holding approximately 99.63% of the shares in NWR NV, has on 19 July 2011 initiated a compulsory squeeze-out procedure in accordance with Dutch law under which NWR Plc intends to acquire all remaining outstanding shares in NWR NV, i.e. approximately 0.37% of shares in NWR NV held by other shareholders. In connection with the squeeze-out procedure, NWR Plc hereby publishes a public writ of summons.
PUBLIC WRIT OF SUMMONS
By notification dated 19 July 2011 from court bailiff office De Groot & Evers, practising in Amsterdam, NWR Plc, electing domicile for the purpose of these proceedings in Amsterdam, at Zuidplein 180, at the office of Linklaters LLP, from which firm D.A.M.H.W. Strik has been appointed to act as its attorney, has summoned the joint other holders of A series shares in the public limited company NWR NV, established in Amsterdam, the Netherlands, of which holders the domicile in or outside the Netherlands is unknown, to appear, not in person but represented by a local counsel, on Tuesday 13 September 2011, at 10.00 am, before the Enterprise Chamber of the Amsterdam Court of Appeal in Amsterdam, "Paleis van Justitie", at Prinsengracht 436, to respond to NWR Plc's claim initiated under Art. 2:359c (alternatively Art. 2:92a) of the Dutch Civil Code to have the Enterprise Chamber order, in summary, the holders of registered A series shares in NWR NV to transfer such shares to NWR Plc, upon payment by NWR Plc of EUR 10.12 per A series share, alternatively a price to be determined by the Enterprise Chamber at the value in cash of one A series share in NWR Plc or of another price which the Enterprise Chamber deems appropriate and fair as of a date to be determined by the Enterprise Chamber.
A copy of the writ of summons can be obtained from:
1077 XV Amsterdam
New World Resources Plc and New World Resources N.V.
Investor Relations Corporate Communications
Tel: +31 20 570 2270 Tel: +31 65 476 4119
Email: firstname.lastname@example.org Email: email@example.com
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, and will under no circumstances constitute the basis for a decision to invest in the shares of NWR NV or NWR Plc.
For the purposes of this announcement "Restricted Jurisdiction" refers to any jurisdiction where the release, publication or distribution of this announcement would violate the law of that jurisdiction.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Copies of this announcement must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions.
If you are a resident of the United States, please read the following:
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since NWR Plc is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of non-US jurisdictions. You may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. It may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
Disclaimer and Cautionary Note on Forward Looking Statements and Notes on Certain Other Matters
Certain statements in this document are not historical facts and are or are deemed to be "forward-looking". NWR Plc's or NWR NV'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, forward-looking 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 NWR Plc and NWR NV believe that the expectations reflected in these forward-looking statements are reasonable, they 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 Plc's or NWR NV's ability to control or predict. Forward-looking statements are not guarantees of future performances.
Factors, risk 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 NWR Plc's or NWR NV's products, and demand for NWR Plc's or NWR NV's customers' products; coal mine reserves; remaining life of NWR Plc's or NWR NV'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; NWR Plc's or NWR NV's relationship with, and conditions affecting, NWR Plc's or NWR NV'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.
Forward-looking statements are made only as of the date of this document. NWR Plc and NWR NV expressly disclaim 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.
Publication on Website
A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on, at www.newworldresources.eu by no later than 17:00 (London time)/ 18:00 (CET) on 20 July 2011.