BXR Group

Selected Press Coverage

This section includes a selection of press articles and press releases relating to BXR Group and its portfolio companies.

 Date Source  Title
26 January 2017 Press Release Further secondary placement of shares in Ferrexpo plc

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

Proposed secondary placing of shares in Ferrexpo plc

Wigmore Street Investments No. 3 Limited (the “Seller”), announces that it has sold an aggregate of 77.5 million ordinary shares of Ferrexpo plc (the “Company”), representing approximately 13.2% of the Company’s existing issued ordinary share capital, at a price of 129 pence per share (the “Placing”) raising aggregate gross proceeds of approximately £100 million.

Following settlement of the Placing, which is expected to take place on 31 January 2017, the Seller will have no remaining shareholding in the Company.

Deutsche Bank AG, London Branch (“Deutsche Bank”) acted as Sole Bookrunner for the placing

The Seller is a subsidiary of CERCL Holdings Limited, a joint venture between the BXR Group and Mr. Zdenek Bakala and his family interests.

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the Seller, Deutsche Bank or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression ‘Prospectus Directive’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, and includes any relevant implementing measure in the Relevant Member State and the expression ‘2010 PD Amending Directive’ means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with the Offering, Deutsche Bank and any of its affiliates acting as an investor for its own account may take up a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Deutsche Bank does not intend to disclose the extent of any such investment or transactions other than in accordance with any legal or regulatory obligation to do so.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch, is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Deutsche Bank is acting on behalf of the Seller and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Deutsche Bank will not regard any other person as their client in relation to the Offering.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “intends”, “expects”, “will”, or “may”, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company’s business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

23 January 2017 Press Release Sale of Green Gas International B.V.

For immediate release

Sale of Green Gas International B.V.

Amsterdam, 23 January 2017. Green Gas International B.V. (“Green Gas” or the “Company”) announces that its shareholders have today completed the sale of the Company by means of a management buy-in for an undisclosed consideration to ML Green Netherlands B.V., a special purpose management buy-in company jointly owned by Mr. Laurent Barrieux and Mr. Martin Vojta.

Commenting on the transaction, Laurent Barrieux and Martin Vojta said:

We are very happy and proud to bring to Green Gas our personal commitment, experience and passion for energy and the environment. We trust that together with existing local management, we will write new pages in Green Gas’s history, reinforcing its current position and opening new areas for development.”

Michiel Tijmensen, outgoing Chief Executive of Green Gas, commented:

“I am pleased to have been involved in the successful restructuring of Green Gas to focus on its core businesses in the Czech Republic, Germany and Poland. This change of ownership is the next logical step, giving the new owners the opportunity to develop the business further from its European base with its strong operational capabilities.”

The selling shareholders were CERCL Green B.V. (a subsidiary of CERCL Holdings Limited, the joint venture between BXR Group and Zdenek Bakala and his family interests), Demeter FCPR, one of the leading independent European private equity funds in cleantech, and UK-based minority private investors.

For further information, please contact:

Joe Cook
Cook Communications
+ 420. 602 683230 joe.cook@cook-comm.com

This announcement appears as a matter of record only. It is not an invitation or offer to enter into any transaction or investment.

About Green Gas (www.greengas.net)

Green Gas is committed to climate change mitigation by converting harmful methane emissions into valuable energy. We have several decades of successful experience of gas drainage, conversion, treatment and management from various sources such as coal mines, landfills, waste water and biogas facilities.

With a team of more than 300 enthusiastic employees, Green Gas operates over 40 clean energy projects in Europe. The valuable experience in utilising low quality of methane (waste) gas by converting it into the most suitable energy (power, heat or fuels) is a unique asset. This enables profitable exploitation of challenging gas sources and upgrade of the gas to future proof cleaner fuels.

Green Gas provides solutions for all phases from gas extraction, energy generation to the sale of the electricity and heat; project design; engineering; project management, procurement and construction; as well as operations and maintenance. We develop sustainable energy projects by using the latest technology to minimize environmental impact. The strong growth in demand in the world for renewable energy sources provides excellent settings for Green Gas to further expand its activities.

With an installed power generating capacity of approximately 100 MWel, Green Gas annually destroys over 100 million m3 of methane and subsequently generates approximately 550 GWhours of electricity. The company has built a strong track record in delivering sustainable services, where currently each year the equivalent of harmful emissions of around 850,000 cars are neutralized whilst providing valuable power and heat to the equivalent of over 170,000 households in the selected regions.

About Laurent Barrieux

Mr. Laurent Barrieux is an experienced energy executive with a long-lasting career in the Czech Republic, in particular the Moravian-Silesian region. Laurent has spent 29 years at Veolia/Dalkia/EDF groups, lately as International Director at Dalkia, EDF Group, responsible for development of international activities. Laurent has successfully closed and integrated several international acquisitions, including the acquisition of ZEC Katowice, the former heat and coal methane business of KHW in Poland. Prior to that, Laurent served as Managing Director of Dalkia/Veolia Czech Republic between 2006 and 2014, as well as Dalkia/Veolia Executive Director for Continental Europe between 2013 and 2014.

About Martin Vojta

Mr. Martin Vojta is experienced corporate finance professional. After several years with BM Management, Martin has now decided to re-orient his career and focus on the support and development of the GGI investment. Martin has been a member of the board of directors of GGI since 2006. Previously, Martin held senior management positions with international energy companies, including NRG Energy, Inc and Alpiq AG (previously Atel), with responsibility for their Business Development and Finance activities in Central and Eastern Europe.

27 October 2016 Press Release Secondary placement of shares in Ferrexpo plc

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

Result of secondary placing of shares in Ferrexpo plc

Wigmore Street Investments No. 3 Limited (the "Seller"), announces that it has sold an aggregate of 63 million ordinary shares of Ferrexpo plc (the "Company"), representing approximately 10.7 per cent. of the Company's existing issued ordinary share capital, at a price of 110 pence per share (the "Placing") raising aggregate gross proceeds of approximately £69 million.

Following settlement of the Placing, which is expected to take place on 1 November 2016, the Seller will hold approximately 13.2 per cent. of the Company's existing issued share capital. The Seller has agreed that it will not, for a period of 90 days following the completion of the Placing, offer, sell or otherwise transfer any shares from its remaining shareholding in the Company.

The Seller is a subsidiary of CERCL Holdings Limited, a joint venture between the BXR Group and Mr. Zdenek Bakala and his family interests.

Enquiries:
J.P. Morgan Cazenove +44 207 742 4000
Nicholas Hall
Charlie Walker

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the Sellers, J.P. Morgan Cazenove or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive”' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with the Offering, J.P. Morgan Cazenove and any of its affiliates acting as an investor for its own account may take up a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. J.P. Morgan Cazenove does not intend to disclose the extent of any such investment or transactions other than in accordance with any legal or regulatory obligation to do so.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority, is acting on behalf of the Sellers and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. J.P. Morgan Cazenove will not regard any other person as their client in relation to the Offering. J.P. Morgan Securities plc conducts its UK investment banking activities as J.P. Morgan Cazenove.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company’s business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

June 2016 Bluenose Management – BXR Group BXR Group and Bluenose Establish New Self-Storage Firm, Capitalizing on Southern Ontario’s Suburban Growth

Bluenose Management – BXR Group

Toronto, Canada (June, 2016)

After the successful sale of SSOI (an 18-month investment that achieved a 24% IRR representing a 1.39x equity multiple), BXR GROUP and their Canadian asset manager, Bluenose Management, have embarked on a new self-storage venture focused on Southern Ontario’s growing demand for high-end storage.

Propelled by the US REITs’ hunger for Ontarian storage portfolios, BXR GROUP, Bluenose, Apple Storage, EDEV and Embee Properties have formed Alphabet Self-Storage, a company that will develop greenfield properties as well as retrofit industrial buildings to suit evolving suburban demands as the GTA’s population continues to grow.

The group currently has one storage facility under construction, a greenfield development that will be completed by early Q1-2017. A second property is under contract in Mississauga. The two-phase development involves retrofitting a 167,882–square foot storage hanger for self-storage. There are three more Southern Ontario properties in the pipeline.

Media Contact
Caroline Aksich, Director of Analysis and Administration at Bluenose
+1 647-866-4621 caroline.aksich@gmail.com

This announcement appears as a matter of record only. It is not an invitation or offer to enter into any transaction or investment.

June 2016 Bluenose Management – BXR Group BXR and Bluenose Embark on Reinvigorating Southern Mimico, a Derelict Industrial Area in Toronto, with a Visionary New Neighbourhood: Grand Park Village

Bluenose Management – BXR Group

Toronto, Canada (June, 2016)

BXR and Bluenose Management have teamed up with Freed Developments to
reinvigorate a derelict industrial area in Mimico, an inner suburb 10 kilometres west of
Toronto’s downtown core. Grand Park Village will be an ambitious master planned
community that is designed for contemporary urbanites that prioritize public transit (the
project is metres away from a rapid transit stop, the Mimico GO Station) and who prize
world-class public space.

Toronto

Linear parks will run through the multi-acre project connecting Grand Park Village with
the city park it is named after, Grand Avenue Park, located a stone’s throw east of the
development. A park extension planned by the city will run along the development’s
southern border, making this one of the greenest communities in Toronto.

Toronto

ArchitectsAlliance have designed the buildings along an angular plane to maximize the
sweeping views of Toronto’s unobstructed waterfront. The multi-phased project will be
composed of five buildings, with heights ranging between 6 and 32 storeys, stepping
back to blend in with the charming neighbourhood of single-family homes to the north.

Located south of the Gardiner Expressway, north of the GO Lakeshore train corridor,
between Parklawn Road and Royal York Road, Grand Park Village boasts proximity to
parks and recreational spaces near Lake Ontario, local shopping amenities, and the
Mimico GO Train Station, a rapid-transit connection connects the site to downtown in
15 minutes (stopping once at Exhibition Place, and then at Union Station, which
connects to the subway system).

This development presents a unique opportunity to revitalize and create a new urban
community within a decaying, underutilized area of The City. Toronto’s urban planners
and city councilors are pushing to regenerate the existing industrial sprawl that no
longer fits into the greater redevelopment context of The City and the Mimico
community.

Media Contact
Caroline Aksich, Director of Analysis and Administration at Bluenose
+1 647-866-4621 caroline.aksich@gmail.com

This announcement appears as a matter of record only. It is not an invitation or offer to enter into any transaction or investment.

March 2016 Bluenose Management – BXR Group BXR Group and Bluenose’s First Ontario Self-Storage Investment Proves the Market’s Hunger for High-End Storage Portfolios

Bluenose Management – BXR Group

Toronto, Canada (March, 2016)

In July 2014, BXR Group and their Canadian asset manager Bluenose Management acquired an interest in Storage Spot Operations Inc. (SSOI), a self-storage owner-operator in the Greater Toronto Area. After spearheading management and operational changes, SSOI received an offer from Strategic Storage Trust II, Inc. (SSGT), a public non-traded REIT focused on self-storage assets.

In February 2016, SSOI was sold, ending BXR and Bluenose’s involvement with the business. The investment achieved a 24% IRR, representing a 1.39x equity multiple.

Media Contact
Caroline Aksich, Director of Analysis and Administration at Bluenose
+1 647-866-4621 caroline.aksich@gmail.com

This announcement appears as a matter of record only. It is not an invitation or offer to enter into any transaction or investment.

24 February 2016 NWR Press Release Audited FY 2015 Results

Audited FY 2015 Results

24/2/2016

London, 24 February 2016

Audited FY 2015 Results

New World Resources Plc (‘NWR’ or the ‘Company’) today announces its audited financial results for the first twelve months of 2015. Comparative information, unless otherwise stated, is for the twelve months of 2014.

FY 2015 Financial summary

  • Revenues of EUR 630 million, down 7%
  • Coking coal average realised price of EUR 90/t, up 6%
  • Thermal coal average realised price of EUR 50/t, down 7%
  • Cash mining unit costs1 of EUR 66/t, down 1% on 7% lower production
  • Selling and administrative expenses down 11% to EUR 119 million
  • EBITDA of EUR (4) million, vs. EUR 11 million in FY 2014
  • Non-cash gain of EUR 67 million on fair value revaluation of mandatory convertible notes.
  • Net debt of EUR 298 million
  • Cash of EUR 86 million as of 31 December 2015
  • Basic loss per A share of 3.40 eurocents compared to a basic loss per A share of 1.09 eurocents for FY 2014

FY 2015 Operational summary

  • Safety metrics LTIFR2 of 5.63 vs. 8.18 in FY 2014
  • Coal production of 8.0Mt, down 7% and coal sales of 8.0Mt, down 4%
  • Coal sales mix of 53% coking coal and 47% thermal coal
  • CAPEX of EUR 34 million, down 42%
  • Coal Inventory of 742kt, up 11% year on year
  • Total headcount including contractors down 6%

Recent developments

  • The Group has commenced discussions with key stakeholders, focused on securing a viable business with an appropriate capital structure which will both allow OKD to continue operating as a sustainable business in the anticipated low coal price environment and provide clarity for employees
  • CERCL Mining Holdings B.V. (together with its owners and affiliated entities ‘CERCL’) have agreed to transfer (subject to certain conditions) to the Company for nil consideration all of their shares in the Company in order to facilitate the restructuring process
  • Peter Kadas and Charles Harman have resigned their (non-independent, non-executive) directorships in all companies in the NWR Group
  • New World Resources NV and the requisite majority of lenders under the Super Senior Credit Facility have agreed the terms of a standstill and temporary waiver agreement which reduces the threshold of Available Cash required to be maintained by the Group, as well as the waiver of certain other defaults which may arise as a result of the strategic options being explored

Gareth Penny, Executive Chairman commented on the 2015 results:

“Throughout 2015, NWR has had to manage its way through a very difficult market environment, characterised by a worldwide decline in the price of coking and thermal coal, and, in our region, by an over-supply of aggressively priced thermal coal.  International coking and thermal coal prices have fallen continuously over the past four years in the wake of slower global industrial output.

Against this backdrop, we were obliged to maintain our focus on reducing operational and overhead costs throughout 2015. Our cost of sales were managed down by 9% while our selling and administrative expenses fell by 12% and 11% respectively. Our total headcount fell by 6% over the course of the year, and our CAPEX was down 42%, and within our target range, at EUR 34 million. Our cash mining unit costs in 2015 were EUR 66/t, against EUR 67/t in 2014.

Despite our cost saving efforts and our restructured balance sheet, it became increasingly clear as we entered the final quarter of 2015 and opened price negotiations with our customers for 2016 that the low price environment would continue, and quite possibly deteriorate still further, and that NWR could remain cash flow negative for several years to come.

In light of this and against this difficult backdrop, one of the key priorities for 2016 will be ensuring that the Group has sufficient liquidity to finance operations on an ongoing basis. The availability of funds will influence strategic decision-making in respect of the current portfolio of assets, as well as outlays for CAPEX or development projects, such as Debiensko.

As flagged in our announcement on 18 December 2015, the Group has commenced a detailed strategic review of its operations. Management's preliminary conclusion is that, absent a significant and near-term increase in coal prices, the Group will need to reduce costs yet further across its entire portfolio and to secure substantial additional liquidity. Also, while a number of the Group's mines clearly have potential, some do not. Therefore, as part of the strategic review process, the Group is evaluating its options for those low-potential mines.

In parallel with this strategic review, the Group has commenced discussions with certain key stakeholders as to an appropriate way forward, including its noteholders and shareholders and the Czech Government. These discussions, which are ongoing, are focused on securing (1) a viable business for the Group, with a sustainable portfolio of cash-generative mines; (2) a capital structure appropriate to allow that portfolio to operate as a going concern through the anticipated extended period of low coal prices; and (3) clarity for employees.

The directors are continuing to progress discussions with key stakeholders and a number of key steps have already been achieved, including the following:

-    CERCL have agreed with, among others, the Company, to transfer (subject to certain conditions) to the Company for nil consideration all of its shares in the Company in order to facilitate the restructuring process by reducing the number of stakeholders involved in its negotiation and implementation. The transfer will bring to a close CERCL's association with the NWR Group. Peter Kadas and Charles Harman have resigned their directorships in all companies in the NWR Group.

 

-    In addition, NWR NV and the requisite majority of lenders under the Super Senior Credit Facility (who are also holders of a significant amount of the Senior Secured Notes) have agreed the terms of a standstill and temporary waiver agreement which reduces the threshold of Available Cash required to be maintained by the Group, as well as the waiver of certain other defaults which may arise as a result of the strategic options being explored in connection with the anticipated comprehensive restructuring of the Group.

All stakeholders (including financial creditors, remaining shareholders, government, key operational stakeholders and employees) will need to contribute to achieve a consensual restructuring solution and the continued viability of OKD a.s. (‘OKD’).  The steps taken by NWR NV’s lenders and by CERCL are a very welcome contribution and have given the process real momentum.

NWR is facing exceptional challenges. With no sign of an upturn in global coal prices, the Company has been obliged to review all options as it seeks a way to ensure a commercially viable hard coal mining business. This will entail optimisation of our mining assets and might, absent of any stakeholder support, lead to the closure of some mines and a reduction in our workforce, something that will be difficult, to say the least, for everyone involved. But I am confident that the Company and all of its stakeholders will work together to find a solution that will result in a sustainable business for OKD for the future.”

 

Selected financial and operational data 3

(EUR m, unless stated otherwise)

FY 2015

FY 2014

Chg

 

Revenues

630

676

(7%)

 

Cost of sales

559

616

(9%)

 

   Excluding Change in inventories

568

635

(11%)

 

Cash mining unit costs (EUR/t)4

66

67

(1%)

 

Gross profit

71

60

18%

 

Selling and administrative expenses

119

135

(11%)

 

EBITDA

(4)

11

-

 

Impairment loss on PPE

199

183

-

 

Capital restructuring

-

342

-

 

Change in fair value of convertible notes

67

0

-

 

Operating loss

(248)

(258)

-

 

 (Loss) for the period

(223)

(21)

-

 

Basic (loss) per A share (eurocents)

(3.40)

(1.09)

-

 

Total assets

319

583

(45%)

 

Cash and cash equivalents

86

128

(33%)

 

Net debt

298

281

6%

 

 

 

 

 

 

Net cash flow from operations

(7)

(56)

-

 

CAPEX

34

60

(42%)

 

 

 

 

 

 

Total headcount incl. contractors

13,816

14,657

(6%)

 

LTIFR

5.63

8.18

(31%)

 


 

Production & Sales (kt)

FY 2015

FY 2014

Chg

 

Coal production

8,020

8,601

(7%)

 

Total coal sales

7,952

8,315

(4%)

 

   Coking coal5

4,249

4,768

(11%)

 

   Thermal coal6

3,703

3,547

4%

 

Period end inventory

742

668

11%

 

Average realised prices (EUR/t)

 

 

 

 

Coking coal

90

85

6%

 

Thermal coal

50

54

(7%)

 

 

FY 2015 earnings call and webcast:

Senior management will host a conference call for analysts today at 11:00 CET / 10:00 GMT.

The presentation will be made available via a live audio webcast on www.newworldresources.eu and then archived on the company's website.

For those who would like to join the live call, dial in details are as follows:

UK: +44(0)20 3427 1902+44(0)20 3427 1902

Europe: +31(0)20 716 8296+31(0)20 716 8296

US: +1646 254 3362+1646 254 3362

Confirmation Code: 4450258

Investor and Media Contact:

Radek Nemecek

Tel: +420 727 982 885

rnemecek@nwrgroup.eu                    

Website:  www.newworldresources.eu

 

About NWR:

New World Resources Plc is a Central European hard coal producer. NWR produces quality coking and thermal coal for the steel and energy sectors in Central Europe through its subsidiary OKD, the largest hard coal mining company in the Czech Republic.

 

 


Operating and financial review and

Audited consolidated financial statements
for the year
ended 31 December 2015

 

 

New World Resources Plc

Consolidated statement of comprehensive income

 

Year ended

31 December

 

Three-month period

ended 31 December

EUR thousand

2015

2014 (restated)*

 

2015

2014 (restated)*

 

 

 

 

 

 

Revenues

629,565

676,381

 

184,290

172,324

Cost of sales

(558,642)

(616,457)

 

(162,526)

(152,897)

 

 

 

 

 

 

Gross profit

70,923

59,924

 

21,764

19,427

Selling expenses

(55,945)

(63,586)

 

(17,297)

(16,113)

Administrative expenses

(63,172)

(71,000)

 

(15,521)

(18,075)

Impairment loss on property, plant and equipment

(199,028)

(182,642)

 

(199,028)

(182,642)

Gain / (loss) from sale of property, plant and equipment

646

(258)

 

452

53

Other operating income

1,419

2,576

 

215

391

Other operating expenses

(2,785)

(2,521)

 

(937)

(816)

 

 

 

 

 

 

Operating loss

(247,942)

(257,507)

 

(210,352)

(197,775)

Finance income

13,078

7,987

 

666

3,332

Finance expenses

(55,283)

(67,341)

 

(20,215)

(13,496)

Change in fair value of Convertible Notes

66,512

(157)

 

19,729

(157)

Capital restructuring

-

342,253

 

-

366,500

 

 

 

 

 

 

(Loss) / profit before tax

(223,635)

25,235

 

(210,172)

158,404

Income tax benefit / (expense)

469

(46,319)

 

3,208

(51,477)

 

 

 

 

 

 

(Loss) / profit for the period

(223,166)

(21,084)

 

(206,964)

106,927

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

(2,536)

(2,016)

 

(1,618)

(1,035)

Foreign currency translation differences

(1,732)

(2,453)

 

(1,618)

(1,329)

Income tax relating to components of other comprehensive income

(804)

437

 

-

294

Items that will never be reclassified to profit or loss

-

-

 

-

-

 

 

 

 

 

 

Total other comprehensive income for the period, net of tax

(2,536)

(2,016)

 

(1,618)

(1,035)

 

 

 

 

 

 

Total comprehensive income for the period

(225,702)

(23,100)

 

(208,582)

105,892

 

 

 

 

 

 

(Loss) / profit attributable to:

 

 

 

 

 

Shareholders of the Company

(223,166)

(21,084)

 

(206,964)

106,927

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

Shareholders of the Company

(225,702)

(23,100)

 

(208,582)

105,892

 

 

 

 

 

 

EARNINGS / (LOSS) PER SHARE

 

 

 

 

 

A share  (Eurocents)

 

 

 

 

 

Basic (loss) / earnings

(3.40)

(1.09)

 

(3.12)

1.63

Diluted (loss) / earnings

(3.40)

(1.09)

 

(3.12)

1.63

B share  (EUR)

 

 

 

 

 

Basic earnings

323.10

330.40

 

107.50

95.40

Diluted earnings

323.10

330.40

 

107.50

95.40

All activities were with respect to continuing operations.

*See Change in presentation in note 4.

The notes on pages 12 to 25 are an integral part of these consolidated financial statements.


 

New World Resources Plc

Consolidated statement of financial position

 

31 December

31 December

EUR thousand

2015

2014

 

 

 

ASSETS

 

 

Property, plant and equipment

118,884

322,374

Accounts receivable

920

3,062

Restricted deposits

20,303

22,037

TOTAL NON-CURRENT ASSETS

140,107

347,473

 

 

 

Inventories

41,156

40,841

Accounts receivable and prepayments

52,307

64,219

Derivatives

-

2,629

Cash and cash equivalents

85,891

128,035

TOTAL CURRENT ASSETS

179,354

235,724

 

 

 

TOTAL ASSETS

319,461

583,197

 

 

 

EQUITY

 

 

Share capital

108,460

108,458

Share premium

142,380

142,363

Foreign exchange translation reserve

26,243

28,779

Equity-settled share based payments

15,719

15,868

Merger reserve

(1,631,161)

(1,631,161)

Other distributable reserve

1,684,463

1,684,463

Retained earnings

(731,219)

(508,638)

TOTAL EQUITY

(385,115)

(159,868)

 

 

 

LIABILITIES

 

 

Provisions

150,913

147,567

Long-term loans

43,981

83,726

Bonds issued

299,534

325,669

Employee benefits

37,016

36,956

Deferred revenue

494

747

Deferred tax

825

801

Other long-term liabilities

266

300

Cash-settled share-based payments

162

146

Derivatives

487

2,408

TOTAL NON-CURRENT LIABILITIES

533,678

598,320

 

 

 

Provisions

2,667

2,867

Accounts payable and accruals

119,912

130,989

Accrued interest payable

5,288

4,341

Derivatives

2,876

6,299

Income tax payable

24

168

Current portion of long-term loans

39,981

-

Cash-settled share-based payments

150

81

TOTAL CURRENT LIABILITIES

170,898

144,745

 

 

 

TOTAL LIABILITIES

704,576

743,065

 

 

 

TOTAL EQUITY AND LIABILITIES

319,461

583,197

The notes on pages 12 to 25 are an integral part of these consolidated financial statements.

New World Resources Plc

Consolidated statement of cash flows

 

 

Year ended

31 December

 

Three-month period

ended 31 December

 

EUR thousand

2015

2014

 

2015

2014

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

(Loss) / profit before tax

(223,635)

25,235

 

(210,172)

158,404

 

Adjustments for:

 

 

 

 

 

 

Depreciation and amortisation

45,444

85,258

 

11,318

21,792

 

Impairment loss on property, plant and equipment

199,028

182,642

 

199,028

182,642

 

Changes in provisions

(10,381)

(27,734)

 

(1,553)

(13,684)

 

Changes in inventory allowance

15,336

3,404

 

1,546

1,448

 

(Gain) / loss from sale of property, plant and equipment

(646)

258

 

(452)

(53)

 

Interest expense, net

47,584

57,050

 

19,878

8,917

 

Change in fair value of derivatives

(2,716)

(4,065)

 

2

1

 

Change in fair value of Convertible Notes

(66,512)

157

 

(19,729)

157

 

Capital restructuring

-

(342,253)

 

-

(366,500)

 

Equity-settled share-based payments

421

660

 

70

183

 

Operating cash flows before working capital changes

3,923

(19,388)

 

(64)

(6,693)

 

 

 

 

 

 

 

 

(Increase) / decrease in inventories

(15,651)

(14,564)

 

17,144

(180)

 

Decrease / (increase) in receivables

14,491

27,794

 

21,696

(10,831)

 

(Decrease) / increase in payables and deferred revenue

(3,232)

(18,981)

 

(6,835)

7,934

 

Decrease in restricted cash and restricted deposits

2,254

1,458

 

2,777

2,803

 

Currency translation and other non-cash movements

(2,998)

693

 

861

1,672

 

Cash generated from operating activities

(1,213)

(22,988)

 

35,579

(5,295)

 

 

 

 

 

 

 

 

Interest paid

(5,432)

(34,146)

 

(1,315)

(2,898)

 

Corporate income tax (paid) / refunded

(480)

841

 

(87)

(27)

 

Net cash flows from operating activities

(7,125)

(56,293)

 

34,177

(8,220)

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Interest received

22

493

 

4

22

 

Purchase of land, property, plant and equipment

(34,297)

(59,632)

 

(6,167)

(14,194)

 

Proceeds from sale of property, plant and equipment

577

863

 

132

70

 

Proceeds from disposal of discontinued operations

-

7,000

 

-

-

 

Net cash flows from investing activities

(33,698)

(51,276)

 

(6,031)

(14,102)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Senior Notes due 2018 redemption

-

(60,000)

 

-

(60,000)

 

 

Senior Notes due 2021 redemption

-

(30,000)

 

-

(30,000)

 

 

Proceeds from long-term loans

-

35,000

 

-

35,000

 

 

Transaction costs related to capital restructuring

(1,909)

(35,334)

 

-

(14,379)

 

 

Proceeds from rights issue and placing of A Shares

-

150,000

 

-

150,000

 

 

Costs related to rights issue and placing of A Shares

-

(7,447)

 

-

(7,447)

 

 

Net cash flows from financing activities

(1,909)

52,219

 

-

73,174

 

 

 

 

 

 

 

 

 

 

Net effect of currency translation

588

(280)

 

308

(255)

 

 

 

 

 

 

 

 

 

 

Net (decrease) / increase in cash and cash equivalents

(42,144)

(55,630)

 

28,454

50,597

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at the beginning of period

128,035

183,665

 

57,437

77,438

 

 

Cash and Cash Equivalents at the end of period

85,891

128,035

 

85,891

128,035

 

The notes on pages 12 to 25 are an integral part of these consolidated financial statements.


New World Resources Plc

Consolidated statement of changes in equity

EUR thousand

Share capital

Share premium

Foreign exchange translation reserve

Restricted reserve

Equity-settled share- based payments

Merger reserve

Other distributable reserve

Retained earnings

Consolidated group total

Balance at 1 January 2015

108,458

142,363

28,779

-

15,868

(1,631,161)

1,684,463

(508,638)

(159,868)

Loss for the year

-

-

-

-

-

-

-

(223,166)

(223,166)

Total other comprehensive income, net of tax

-

-

(2,536)

-

-

-

-

-

(2,536)

Total comprehensive income for the year

-

-

(2,536)

-

-

-

-

(223,166)

(225,702)

Transaction with owners recorded directly in equity

 

 

 

 

 

 

 

Issue of A Shares under Deferred bonus plan

1

-

-

-

(570)

-

-

585

16

Share options for A Shares

-

-

-

-

421

-

-

-

421

Issue of A shares under Convertible Notes redemption 

1

17

-

-

-

-

-

-

18

Total transactions with owners

2

17

-

-

(149)

-

-

585

455

Balance at 31 December 2015

108,460

142,380

26,243

-

15,719

(1,631,161)

1,684,463

(731,219)

(385,115)

 

Balance at 1 January 2014

105,863

2,368

30,897

121,680

15,421

(1,631,161)

1,684,463

(609,629)

(280,098)

Loss for the year

-

-

-

-

-

-

-

(21,084)

(21,084)

Total other comprehensive income, net of tax

-

-

(2,118)

102

-

-

-

-

(2,016)

Total comprehensive income for the year

-

-

(2,118)

102

-

-

-

(21,084)

(23,100)

Transaction with owners recorded directly in equity

 

 

 

 

 

 

 

Utilisation of restricted reserve to cover losses incurred

-

-

-

(121,782)

-

-

-

121,782

-

Issue of A Shares under Deferred bonus plan

37

-

-

-

(213)

-

-

293

117

Share options for A Shares

-

-

-

-

660

-

-

-

660

Issue of A Shares under rights issue and placing

2,558

147,442

-

-

-

-

-

-

150,000

Costs related to rights issue and placing of A Shares

-

(7,447)

-

-

-

-

-

-

(7,447)

Total transactions with owners

2,595

139,995

-

(121,782)

447

-

-

122,075

143,330

Balance at 31 December 2014

108,458

142,363

28,779

-

15,868

(1,631,161)

1,684,463

(508,638)

(159,868)

The notes on pages 12 to 25 are an integral part of these consolidated financial statements.


New World Resources Plc

Operating and Financial Review
for the year ended 31 December 2015

 

1. Corporate Information

New World Resources Plc (‘NWR’ or the ‘Company’) is a public limited liability company with its registered office at One Silk Street, London EC2Y 8HQ, United Kingdom.

These consolidated financial statements comprise the Company and its subsidiaries (together the ‘Group’). The Group is primarily involved in coal mining. The objective of the Company is to act as a holding company and to provide management services for the Group.

2. Financial Results Overview

Revenues. The Group’s revenues decreased by 7% from EUR 676 million in 2014 to EUR 630 million in 2015. This is mainly attributable to lower sales volumes of coking coal and to lower realised prices of thermal coal.

Cost of sales. Cost of sales decreased from EUR 616 million to EUR 559 million or by 9% in 2015 compared to 2014. This is mainly attributable to lower depreciation following the impairment charge recognised in 2014; lower production volumes as well as lower input costs per equipped coal panel resulting in lower consumption of mining material and spare parts.

Selling expenses. Selling expenses decreased from EUR 64 million to EUR 56 million or by 12% in 2015, primarily attributable to lower sales volumes resulting in lower transport costs.

Administrative expenses. Administrative expenses of EUR 63 million decreased from EUR 71 million or by 11%, attributable to a decrease in administrative headcount, resulting in lower personnel expenses.

EBITDA. 2015 saw a negative EBITDA of EUR 4 million, representing a decrease of EUR 15 million compared to EBITDA of EUR 11 million recorded in the 2014, attributable mainly to the decrease in revenues, partially offset by the decrease in operating expenses.

Impairment loss on property, plant and equipment. The continuing challenging market environment and a further decrease in long term forecasted coking and thermal coal prices resulted in the Group undertaking an impairment review of its cash generating units and subsequently recognised an impairment charge of EUR 199 million to reflect non-current assets’ recoverable value. The impairment review was carried out as at 31 December 2015. This compares to the impairment charge taken at 31 December 2014 of EUR 183 million.

Convertible Notes. Convertible Notes are financial instruments recognised at fair value through profit or loss and the EUR 67 million gain represents the decrease in their fair value between 31 December 2014 and 31 December 2015.

Loss for the year and underlying loss. The reported loss for 2015 was EUR 223 million, compared to the loss of EUR 21 million in 2014. Excluding the impact of the change in the fair value of the Convertible Notes, the impact of impairment charges and the impact of the capital restructuring in both 2015 and 2014, the Group would have recorded a loss of EUR 91 million in 2015 compared to a loss of EUR 181 million in 2014.

Senior Secured Notes Payment in Kind (‘PIK’) Interest. On 1 May 2015 and 1 November 2015 the Group exercised its option to pay PIK interest on the Senior Secured Notes. The result was the issue of a further EUR 16.5 million and EUR 17.4 million Senior Secured Notes at fair values of EUR 10.7 million and EUR 7.2 million respectively and having the same terms and conditions of the original Senior Secured Notes. This resulted in gains of EUR 1.3 million and EUR 5.5 million respectively being recorded in the income statement. Please refer to note 13 Contingencies and Other Commitments for further information.

Convertible Notes Payment in Kind Interest. On 1 November 2015 the Group exercised its option to pay PIK interest on the Convertible Notes. The result was the issue of a further EUR 12 million Convertible Notes at a fair value of EUR 1 million and having the same terms and conditions of the original Convertible Notes. This resulted in a gain of EUR 4.7 million being recorded in the income statement. Please refer to note 13 Contingencies and Other Commitments for further information.

3. Basis of Presentation

The consolidated financial statements (the ‘financial statements’) presented in this document are prepared:

  • for the year ended 31 December 2015, with the year ended 31 December 2014 as the comparative period; and
  • based on the recognition and measurement criteria of International Financial Reporting Standards as adopted by European Union (‘adopted IFRS’) and on the going concern basis (see below).

The financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements as at and for the year ended 31 December 2015, which are contained within the 2015 Annual Report and Accounts of the Company, available on the Group’s website at www.newworldresources.eu.

The financial statements set out above do not constitute the Company's statutory accounts for the years ended 31 December 2015 or 2014, but is derived from those accounts. Statutory accounts for 2014 have been delivered to the registrar of companies, and those for 2015 will be delivered in due course. The auditor has reported on those accounts; their report was (i) unqualified, (ii) did include a reference to an emphasis of matter in relation to the ability of the Group to continue as a going concern without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.  The effects on the auditors’ report is described under ‘Going concern basis of accounting’ below.

Going concern basis of accounting

Challenging market conditions persist for our industry worldwide, with slower global industrial output pushing coking coal prices lower. The dynamics of the regional thermal coal market are also difficult, due to local oversupply and aggressive pricing by certain competitors.

The Group manages its liquidity (EUR 86 million as at 31 December 2015 (31 December 2014: EUR 128 million)) through receivables financing and other working capital measures.

At the present market prices of coal, the Group is cash flow negative even before any servicing of its existing financial indebtedness. The continuing low coal price environment has placed significant pressure on the Group’s liquidity position and its solvency, with net liabilities of approximately EUR 385 million as at 31 December 2015, including financial indebtedness with a book value of approximately EUR 383 million and a principal amount of EUR 581 million (comprising EUR 334 million Senior Secured Notes, EUR 162 million Convertible Notes, a EUR 50 million export credit agency-backed facility (‘ECA Facility’) and a EUR 35 million super senior credit facility (‘SSCF’)). The Group’s Senior Secured Notes and Convertible Notes have features that, in certain specified circumstances, result in interest being able to be paid in kind rather than in cash.

The Group completed a restructuring of its financial indebtedness in 2014. In 2015, management focused on reducing operational and overhead costs as much as possible. However, notwithstanding the steps that have been taken to date, the Group remains cash flow negative and forecasts indicate that the Group could remain cash flow negative before debt servicing for several years.

The SSCF matures in October 2016 and the full EUR 35 million principal amount (together with accrued and unpaid interest) will need to be paid at maturity or be refinanced. The SSCF currently requires New World Resources N.V. (‘NWR NV’) and its subsidiaries to maintain a minimum cash balance of EUR 40 million on and from 31 October 2015 (the ‘Minimum Liquidity Covenant’). It is expected that the cash balances of NWR NV and its subsidiaries will breach the Minimum Liquidity Covenant in Q2 2016, causing an event of default under the SSCF (see further below – SSCF Waiver).  If upon (i) breach of the Minimum Liquidity Covenant or the occurrence of any other event of default under the terms of the SSCF; or (ii) maturity of the SSCF, the SSCF is not repaid or refinanced, this would in turn trigger a cross-default to the ECA Facility and potential acceleration under the terms of other financial indebtedness of the Group (including the Senior Secured Notes).

Further, the Directors recognise that NWR NV, which is the issuer in respect of the Senior Secured Notes and Convertible Notes and a borrower under the ECA Facility, has significant debt repayments scheduled over the period to 2020, which it will in all likelihood not be able to meet. As a consequence, NWR NV will need to refinance or restructure these liabilities. There is no guarantee that a refinancing or restructuring can be achieved or of the terms on which it could be achieved. For example, a refinancing might be conditional on additional equity being injected into the Group. 

In addition, there is currently a technical default under the terms of the ECA Facility relating to the commencement of discussions with one or more of the Group’s creditors that began in January 2016, which is therefore capable of being accelerated. The Group is currently seeking a waiver of that default and the preliminary indication received from the ECA lenders is that they are supportive of providing the waiver in the near term. However, there is no guarantee that the waiver will be provided and, if provided, the terms and timing of such waiver. The standstill and temporary waiver agreement in respect of the SSCF (see further below – SSCF Waiver) includes a waiver of the relevant cross default provisions that would otherwise be triggered as a result of the default that has arisen under the ECA Facility, which will apply as long as the debt under the ECA Facility has not been accelerated. 

In the short term, the Group also expects to incur mine closure and employee restructuring costs in relation to the planned closure of the Paskov and Lazy mines, which is viewed as inevitable in the current market conditions and will likely need to be accelerated, absent any financial support from stakeholders including the Czech Government. These costs are estimated to be in the range of EUR 85-100 million which the Group is currently unable to fund.

Strategic Review

The Group has commenced a detailed strategic review of its operations. Management's preliminary conclusion is that, absent a significant and near-term increase in coal prices, the Group will need to reduce costs yet further across its entire portfolio and to secure substantial additional liquidity. Also, while a number of the Group's mines clearly have potential, some do not. Therefore, as part of the strategic review process, the Group is evaluating its options for those low-potential mines.

In parallel with this strategic review, the Group has commenced negotiations with certain key stakeholders as to an appropriate way forward, including its noteholders and shareholders and the Czech Government. These negotiations, which are ongoing, are focused on securing (1) a viable business for the Group, with a sustainable portfolio of cash-generative mines; (2) a capital structure appropriate to allow that portfolio to operate as a going concern through the anticipated extended period of low coal prices; and (3) clarity for employees.

The directors are continuing to progress discussions with key stakeholders and a number of key steps have already been achieved, including the following:

Majority Shareholder Exit

On 23 February 2016, the Company’s majority shareholder, CERCL Mining Holdings B.V. (‘CERCL’), owning approximately 50.42% of the Company’s A shares, and Asental Property B.V. (‘Asental’), owning all of the Company’s B shares, each agreed with, among others, the Company, to transfer to the Company (or its nominee) for nil consideration all of its shares in the Company. CERCL and Asental decided to exit the business in order to facilitate the restructuring process by reducing the number of stakeholders involved in its negotiation and implementation. The transfer of shares to the Company (or its nominee) is subject to satisfaction of certain conditions, in particular (i) confirmation from the UK Takeover Panel that the consummation of the transfers will not give rise to a requirement under the City Code for any existing shareholder and person(s) deemed to be acting in concert with them to make a general offer to all the shareholders of the Company and (ii) confirmation that there are no other materially onerous consequences for the remaining shareholders. All parties are working to ensure the conditions applicable to the share transfers are satisfied as soon as possible and it is expected that the transfers will be completed in advance of a long-stop date of 31 March 2016.

SSCF Waiver

On 23 February 2016, NWR NV and the requisite majority of lenders under the SSCF (who are also holders of a significant amount of the Senior Secured Notes and are also shareholders of the Company) agreed the terms of a standstill and temporary waiver agreement which reduces the minimum available cash threshold required to be maintained by NWR NV and its subsidiaries as follows: at all times on and from the date of the agreement up to and including the maturity of the SSCF, available cash should not be less than EUR 6.5 million and on 31 March 2016 and 30 June 2016, available cash shall not be less that EUR 25 million and EUR 10 million respectively. In addition, the standstill and temporary waiver agreement provides for a temporary waiver of certain other defaults which may arise as a result of the strategic options being explored in connection with the anticipated comprehensive restructuring of the Group. The agreement will remain in place until 31 July 2016 if certain customary milestones regarding the progress of negotiations and reaching of agreement on a restructuring are satisfied within defined periods.  Thereafter, the waived provisions of the SSCF will once again apply in full force and effect. The milestones include:

(i) entry into (a) a non-binding heads of agreement for the implementation of a restructuring of the Group with the government of the Czech Republic, on terms which the majority lenders under the SSCF have confirmed in writing are acceptable to them, on or by 31 March 2016; and (b) a binding agreement regarding the matters referred to in (a) with the government of the Czech Republic, on terms which the majority lenders under the SSCF have confirmed in writing are acceptable to them, on or by 30 April 2016; and

(ii) completion of the transfer by CERCL and Asental of their respective shares to the Company (or its nominee) by 31 March 2016 (see above -  Majority Shareholder Exit).

Negotiations are ongoing and all stakeholders recognise that the Group’s current debt structure is unsustainable and that all stakeholders (i.e. including financial creditors, shareholders, government and employees) need to contribute to achieve a consensual restructuring solution. Recent correspondence from the Czech government indicates they are willing to negotiate regarding their contribution to the restructuring and in particular in relation to the employee costs resulting from mine closures. In addition, based on the discussions to date, the Directors expect the ongoing negotiations to focus on a restructuring involving all or a combination of extension of debt maturities, debt-for-equity swap and/or additional cash injection, together with contributions from operational stakeholders in the form of discounts/cost reductions.

Based on these steps and their assessment of the degree of commitment of the various parties to successfully negotiating and implementing the restructuring, the Directors are reasonably confident that an agreement will be reached by all relevant stakeholders for a restructuring of the Group that will allow the Group to meet its liabilities as they fall due over the next twelve months.

However, there can be no guarantee that these negotiations will result in an agreement being reached with all relevant stakeholders in the available time (if at all) to secure the objectives described above and, even if an agreement is ultimately reached, there is no guarantee it will take the form of any terms which may currently be under discussion.

In the event that it becomes likely that agreement cannot be reached, the Group proposes to seek a refinancing of the SSCF or if that is not possible, alternative sources of liquidity, which, absent the ability to raise any additional financing, could, for example, include the sale of certain of the assets of OKD and/or NWR Karbonia. If it becomes clear that no viable alternative liquidity solutions are available, the Group may consider selling the businesses of OKD and NWR Karbonia and if such sales are unsuccessful, the Group may be required to initiate a wind-down of some or all of its operations. Most of these actions themselves require negotiation and/or the consent of multiple stakeholders of the Group, such as (depending on the route chosen) financial creditors, governments, trade unions and shareholders.

The Directors recognise that these circumstances represent a material uncertainty that may cast significant doubt as to the Group’s ability to continue as a going concern and that it may be unable to realise all of its assets and discharge all of its liabilities in the normal course of business.  Nevertheless, the Directors are reasonably confident that agreement can be reached and accordingly the financial statements have been prepared on a going concern basis and do not include the adjustments that would result if the Group were unable to continue as a going concern.

The auditors’ report on the Group’s and the Company’s financial statements for the year ended 31 December 2015 includes an Emphasis of Matter section drawing attention to the material uncertainty regarding the Group’s and the Company’s ability to continue as a going concern.

4. Significant Accounting Policies

The financial statements have been prepared under the historical cost convention, except for certain financial instruments, which are stated at fair value. 

The financial statements have been prepared on the basis of accounting policies and methods of compilation consistent with those applied in the consolidated financial statements as at and for the year ended 31 December 2014, with the exception described below. 

Change in presentation

With effect from 1 January 2015, the Group has changed the basis on which it presents expenses in the income statement. While previously classifying changes in the fair value of Convertible Notes within finance expenses, these expenses are now presented separately within the income statement.  This change has been made to permit greater comparability of finance expenses excluding the changes in the fair value of the Convertible Notes.

New standards and interpretations

The Group adopted the following new interpretation, which are effective for its accounting period starting 1 January 2015:

  • IFRIC 21 Levies (effective 17 June 2014)

The adoption of the new interpretation has no impact on the recognised assets, liabilities and comprehensive income of the Group.

Estimates

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these financial statements, the significant judgements made by the management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements of the Company as at 31 December 2014 and for the year then ended.

5. Non-IFRS Measures

The Company defines:

  • EBITDA as net profit/(loss) before income tax, net finance expense, capital restructuring impact, depreciation and amortisation, impairment of property, plant and equipment (‘PPE’) and gains/losses from the sale of PPE;
  • Underlying profit/loss as profit/(loss) before material one-off impacts;
  • Net debt as total debt (carrying amounts of all its issued bonds and interest-bearing borrowings) less cash and cash equivalents.  

While the amounts included in EBITDA are derived from the Group's financial statements, it is not a financial measure determined in accordance with adopted IFRS and should not be considered as an alternative to net income or operating income as a sole indication of the Group's performance or as an alternative to cash flows as a measure of the Group's liquidity. The Company currently uses EBITDA in its business operations to, among others, evaluate the performance of its operations, develop budgets and measure its performance against those budgets.

6. Exchange Rates

EUR/CZK

2015

2014

y/y %

Average exchange rate

27.279

27.536

(1%)

End of year exchange rate

27.023

27.735

(3%)

Throughout this document, financial results and performance in both the current and comparative periods are expressed in Euros. Financial results and performance could differ considerably if presented in CZK. The Company may where deemed relevant, present variances using constant foreign exchange rates (constant currency basis), marked ‘ex-FX’, excluding the estimated effect of currency translation differences. These are non-IFRS financial measures.

7. Financial Performance

Revenues

The Group's largest source of revenue is the sale of coking coal, which accounted for 61% of total revenues in 2015, whilst the sale of thermal coal accounts for 29% of total revenues in this year.

EUR thousand

2015

2014

y-y

y/y %

ex-FX

External coking coal sales (EXW)*

384,200

406,438

(22,238)

(5%)

(6%)

External thermal coal sales (EXW)*

184,551

192,589

(8,038)

(4%)

(5%)

Coal transport

32,706

47,326

(14,620)

(31%)

(31%)

Sale of coal by-products

15,029

17,949

(2,920)

(16%)

(17%)

Other revenues

13,079

12,079

1,000

8%

7%

Total revenues

629,565

676,381

(46,816)

(7%)

(7%)

*For the purpose of this analysis, where the Group sells products on an EXW or similar basis, the notional transport element is shown separately in order to separate the impact of changing transport revenues from changes in the underlying realised revenues for the products sold.

Total revenues decreased by 7% mainly as a result of lower sales volumes of coking coal, due to lower production, and lower sales price of thermal coal. Lower sales volumes and lower transport charges also resulted in a decrease of transport revenues, with a similar decrease in transport costs, hence no material impact on profitability.

Average realised sales prices

EUR per tonne

2015

2014

y-y

y/y %

ex-FX

Coking coal (EXW)

90

85

5

6%

6%

Thermal coal (EXW)

50

54

(4)

(7%)

(7%)

The majority of both coking coal and thermal coal sales have been priced on a calendar year basis in 2015, while in 2014 the Group’s coking coal sales were priced on quarterly basis.

Total production of coal in 2015 decreased by 7% compared to 2014, while sales volumes decreased by 4%.Coal inventories increased by 74kt in 2015, compared to an increase by 288kt in 2014.

Coal performance indicators (kt)

2015

2014

y-y

y/y %

Coal production

8,020

8,601

(581)

(7%)

External coal sales

7,952

8,315

(363)

(4%)

Coking coal

4,249

4,768

(519)

(11%)

Thermal coal

3,703

3,547

156

4%

Year end inventory*

742

668

74

11%

* Inventory consists of coal available for immediate sale and coal that has to be converted from raw coal. Opening and closing inventory balances do not always reconcile due to various factors such as production losses.

Cost of Sales

EUR thousand

2015

2014

y-y

y/y %

ex-FX

Consumption of material and energy

181,341

200,995

(19,654)

(10%)

(11%)

  of which : mining material and spare parts

102,680

122,581

(19,901)

(16%)

(17%)

              : energy consumption

67,082

66,557

525

1%

(0%)

Service expenses

133,320

142,105

(8,785)

(6%)

(7%)

  of which : contractors

72,153

72,428

(275)

(0%)

(1%)

              : maintenance

23,769

31,048

(7,279)

(23%)

(24%)

Personnel expenses

207,548

206,339

1,209

1%

(0%)

Depreciation and amortisation

39,053

79,753

(40,700)

(51%)

(51%)

Net gain from material sold

(2,778)

(3,214)

436

(14%)

(14%)

Change in inventories of finished goods and work in progress

(9,200)

(18,382)

9,182

(50%)

(50%)

Other operating expenses

9,358

8,861

497

6%

5%

Total cost of sales

558,642

616,457

(57,815)

(9%)

(10%)

Excluding the change in inventories impact

567,842

634,839

(66,997)

(11%)

(11%)

Excluding the EUR 9 million year on year impact in change in inventories driven by the lower build-up of stock, cost of sales decreased by EUR 67 million, as a result of:

  • lower depreciation following the impairment charge recognised in 2014;
  • lower production and lower input costs per equipped coal panel resulting in lower consumption of mining material and spare parts; and
  • lower maintenance works undertaken in the 2015.

Selling Expenses

EUR thousand

2015

2014

y-y

y/y %

ex-FX

Transport costs

32,192

45,030

(12,838)

(29%)

(29%)

Personnel expenses

2,863

2,802

61

2%

1%

Allowance for inventories on stock

10,227

5,517

4,710

85%

84%

Other expenses

10,663

10,237

426

4%

3%

Total selling expenses

55,945

63,586

(7,641)

(12%)

(13%)

Lower sales volumes combined with lower transport charges resulted in a reduction in transport costs by 29%, with a similar decrease in transport revenues, resulting in no material impact on profitability. Reduced coal price expectations for the upcoming period caused higher allowance for inventories in 2015.

Administrative Expenses

EUR thousand

2015

2014

y-y

y/y %

ex-FX

Personnel expenses

33,840

42,033

(8,193)

(19%)

(20%)

Service expenses

15,513

15,048

465

3%

2%

Other expenses

13,819

13,919

(100)

(1%)

(2%)

Total administrative expenses

63,172

71,000

(7,828)

(11%)

(12%)

The decrease in administrative expenses is attributable to a decrease in administrative headcount resulting in lower personnel expenses.

Total Personnel Expenses and Headcount

EUR thousand

2015

2014

y-y

y/y %

ex-FX

Personnel expenses

245,434

264,429

(18,995)

(7%)

(8%)

Employee benefit provision

(905)

(11,890)

10,985

(92%)

(92%)

Share-based payments

534

(263)

797

-

-

Total personnel expenses

245,063

252,276

(7,213)

(3%)

(4%)

Total personnel expenses (excluding contractors) decreased due to lower headcount (see below); partially offset by the costs associated with reducing this headcount.

 

2015

2014

y-y

y/y %

 

Employees headcount (average)

10,635

11,488

(853)

(7%)

 

Contractors headcount (average)

3,181

3,169

12

0%

 

Total headcount (average)

13,816

14,657

(841)

(6%)

 

EBITDA

EUR thousand

2015

2014

y-y

y/y %

ex-FX

EBITDA

(4,116)

10,651

(14,767)

-

-

The Group’s EBITDA decreased by EUR 15 million compared to 2014 mainly as a result of the decrease in revenues, partially offset by the decrease in operating expenses.

As EBITDA is a non-IFRS measure, the following table provides a reconciliation of EBITDA from the net profit/loss after tax.

EUR thousand

2015

2014

Net loss

(223,166)

(21,084)

Income tax

(469)

46,319

Net finance expense

42,205

59,354

Change in fair value of Convertible Notes

(66,512)

157

Capital restructuring

-

(342,253)

Depreciation and amortisation

45,444

85,258

Impairment loss on property, plant and equipment

199,028

182,642

(Gain) / loss from sale of PPE

(646)

258

EBITDA

(4,116)

10,651

 

Impairment Loss

Due to reduced price expectations for the Group’s products, the Group undertook a re-assessment of the mine plan for future operations, which accordingly led to a re-assessment of the recoverable amount of its cash generating units (‘CGUs’) as at 31 December 2015. As a result, an impairment loss of EUR 199 million (2014: EUR 183 million) has been recognised.

Management identify three operating CGUs within OKD based on a combination of geographical location and shared infrastructure. This represents a change in assessment from the prior year where there were two CGUs only.  This change reflects the revised operating structure of OKD. Based on the assessment performed, impairment charges of EUR 136 million, EUR 50 million and EUR 12 million have been recognised for CGU 1 (which comprises OKD1 (Karvina and Darkov)), CGU 2 (which comprises OKD2 (CSM)) and CGU 3 (which comprises OKD3 (Paskov)) respectively. Further EUR 1 million impairment charge was recognised in relation to the Debiensko development project.

The recoverable amount of the CGUs was based on value in use modelling. Value in use was determined by discounting the estimated future cash flows expected to be generated from the continuing use of the CGUs. Value in use as at 31 December 2015 was based on the following key assumptions:

  • cash flows were forecasted based on past experience, actual operating results, the budget and long term business plans. Future cash flows were extrapolated using declining growth rates (reflecting decreasing production towards the end of the life of the mines);
  • revenue was forecasted based on agreed prices for the first quarter of 2016 (coking coal) and agreed prices for the year 2016 (thermal coal). The anticipated annual revenue movement against these based periods included in the cash flow projections ranged from (5%) to 11% for the years 2017 to 2020 and are based on the average of a range of publically available data (market consensus);
  • a post-tax discount rate of 15.18% (2014: 12.60%) was applied in determining the recoverable amount. The discount rate was estimated based on an industry average weighted-average cost of capital adjusted for the specific risks related to the Group’s CGUs.

In the event that the negotiations with stakeholders referred to in note 3 under the heading “Going concern basis of preparation” are not successful the Group is unlikely to be able to recover these assets for amounts equal to their book values.

The impairment charges are particularly sensitive to the discount rate applied, the forecast sales prices of the Group’s products and the operating expenses. Holding all other parameters constant a 1.50% increase in the discount rate would give rise to an additional impairment loss of EUR 4 million (2014: EUR 21 million); a 2.50% increase in the discount rate would give rise to an additional impairment loss of EUR 7 million (2014: EUR 34 million); a 5% reduction in sales prices would give rise to an additional impairment loss of EUR 44 million (2014: EUR 95 million) and a EUR 5 per tonne increase in operating expenses would give rise to an additional impairment loss of EUR 54 million (2014: EUR 110 million).

Finance Income and Expense

EUR thousand

2015

2014 (restated)*

y-y

y/y %

 

Finance income

13,078

7,987

5,091

64%

 

Realised and unrealised foreign exchange gains

8,316

4,378

3,938

90%

 

Profit on derivative instruments

4,478

2,884

1,594

55%

 

Other finance income

284

725

(441)

(61%)

 

Finance expense

55,283

67,341

(12,058)

(18%)

 

Interest expenses

47,610

57,499

(9,889)

(17%)

 

Realised and unrealised foreign exchange losses

3,770

4,781

(1,011)

(21%)

 

Losses on derivative instruments

3,604

4,605

(1,001)

(22%)

 

Other finance expenses

299

456

(157)

(34%)

 

*See Change in presentation in note 4.

The decrease in interest expenses reflects the exchange of the original notes (nominal EUR 775 million) for the new notes (nominal EUR 334 million as at 31 December 2015) as part of the Capital Restructuring completed in October 2014. For more information about the terms and conditions of this indebtedness please refer to note 13 Contingencies and Other Commitments.

Change in fair value of Convertible Notes

Convertible Notes are designated at fair value through profit or loss (‘FVTPL’) and the EUR 67 million impact represents the decrease in their fair value between 31 December 2014 and 31 December 2015.

Loss before Tax

The loss before tax in 2015 was EUR 224 million, compared to a profit of EUR 25 million in 2014.

Income Tax

The Group recorded a net income tax benefit of EUR 469 thousand in 2015, compared to a net income tax expense of EUR 46 million in 2014.

As at 31 December 2015 the Group updated its assessment of its ability to utilise tax losses based on medium term projections and concluded that it was not probable that these losses would be able to be recovered within the period for utilising such losses within the jurisdiction in which they arose. As a result, the associated deferred tax asset continues not to be recognised.

Loss for the year

The Group recognised a loss of EUR 223 million in 2015 compared to the loss of EUR 21 million in 2014.

8. Earnings / Loss per Share

The calculation of earnings/loss per share is based on profit/loss attributable to the shareholders of the Company and a weighted average number of shares outstanding during the respective years:

EUR thousand

2015

2014

Loss for the year

(223,166)

(21,084)

Loss attributable to A shares

(226,473)

(24,463)

Profit attributable to B shares

3,231

3,304

Eliminations between Mining and Real Estate divisions

76

75

 

 

2015

2014

Weighted average number of A shares (basic)

6,660,768,782

2,246,642,534

Weighted average number of A shares (diluted)

6,664,642,143

2,249,155,832

Weighted average number of B shares (basic)

10,000

10,000

Weighted average number of B shares (diluted)

10,000

10,000

9. Cash Flow

EUR thousand

2015

2014

Net cash flows from operating activities

(7,125)

(56,293)

Net cash flows from investing activities

(33,698)

(51,276)

Net cash flows from financing activities

(1,909)

52,219

Net effect of currency translation

588

(280)

Total decrease in cash

(42,144)

(55,630)

Cash Flow from Operating Activities

Cash outflows arising from operating activities, after working capital changes and before interest and tax in 2015 were EUR 1 million, EUR 22 million lower compared to cash outflows of EUR 23 million in 2014, following higher EBITDA (after adjustment for negative impact of both inventory allowances of EUR 12 million and provisions of EUR 18 million compared to 2014) and further working capital optimisation measures consisting of cash sale of inventories.  

Cash Flow from Investing Activities

Capital expenditures amounted to EUR 34 million in 2015, a decrease of EUR 25 million when compared to 2014. Cash flow from investing activities in 2014 was positively influenced by a release of EUR 7 million from an escrow account related to the sale of the coke subsidiary in 2013. 

 

Cash Flow from Financing Activities

Cash flow from financing activities in 2015 reflects the additional transaction costs in relation to the Capital Restructuring occurred in 2014, when the Group raised EUR 185 million of new money by way of a EUR 150 million Rights Issue and Placing and by certain noteholders providing a EUR 35 million new Super Senior Credit Facility; of which EUR 90 million was used to repurchase the Existing Notes. The Group incurred EUR 43 million of transaction costs related to Capital Restructuring in 2014.

10. Borrowings, Liquidity and Capital Resources

The principal uses of cash are anticipated to fund planned operating expenditures, working capital requirements, capital expenditures, scheduled debt service requirements, and other distributions.

Indebtedness and liquidity

As at 31 December 2015, the Group held cash and cash equivalents of EUR 86 million and had indebtedness of EUR 383 million (carrying value), of which EUR 40 million is contractually repayable in the next 12 months. This results in a net debt position for the Group of EUR 298 million (EUR 281 million as at 31 December 2014).

For more information about the liquidity and going concern basis of accounting please refer to note 3 Basis of Presentation. For more information about the terms and conditions of this indebtedness please refer to note 13 Contingencies and Other Commitments.

11. Financial Instruments

Financial assets and liabilities by category

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value where the carrying amount is a reasonable approximation of fair value (for example accounts receivable or accounts payable).

EUR thousand

31 December 2015

31 December 2014

 

Carrying Value

Fair value

Carrying Value

Fair value

 

Level 1

Level 2

Level 1

Level 2

Financial assets:

 

 

 

 

 

 

At fair value through profit or loss

 

 

 

 

 

 

Senior Secured Notes embedded option

-

-

-

2,629

-

2,629

Loans and receivables

 

 

 

 

 

 

Long-term receivables

920

-

-

3,062

-

-

Accounts receivable and prepayments

52,307

-

-

64,219

-

-

Cash and cash equivalents

 

 

 

 

 

 

Restricted deposits

20,303

-

-

22,037

-

-

Cash and cash equivalents

85,891

-

-

128,035

-

-

Total

159,421

 

 

219,982

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

At fair value through profit or loss

 

 

 

 

 

 

Interest rates derivatives

1,678

-

1,678

3,402

-

3,402

Convertible Notes

4,315

4,315

-

70,845

70,845

-

Contingent value rights

1,685

-

1,685

5,305

-

5,305

Cash-settled share-based payments

312

312

-

227

227

-

Other

 

 

 

 

 

 

Long-term loans including accrued interest

84,798

-

-

84,067

-

-

Bonds issued including accrued interest

299,671

111,303

-

258,824

236,125

-

Other long-term liabilities

266

-

-

300

-

-

Accounts payable and accruals

119,912

-

-

130,989

-

-

Total 

512,637

 

 

553,959

 

 

 

Fair value hierarchy

The table above analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1

quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2

inputs other than quoted prices included within Level 1 that are observable for the asset or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3

inputs for the asset or liability that are not based on observable market data (unobservable inputs)

In order to determine the fair value of the financial instruments, the Company implements valuation techniques used by banks or uses third party professional evaluators; and all significant inputs have been based on observable market data.

12. Segments and Divisions

The Group is organised into two divisions: the Mining Division (‘MD’) and the Real Estate Division (‘RED’). The Company had A Shares and B Shares outstanding for the presented years. The A Shares and B Shares are tracking stocks, which are designed to reflect the financial performance and economic value of the MD and RED, respectively. Due to the public listing of the Company’s A shares, the Group provides divisional reporting showing separately the performance of the MD and RED. The main rights, obligations and relations between the RED and MD are described in the Divisional Policy Statement, available at the Company’s website www.newworldresources.eu. The divisional reporting, as such, is essential for the evaluation of the equity attributable for the listed part of the Group. The Group is primarily involved in coal mining and as such presents only one segment. The whole Mining Division represents the Coal segment.


Divisions

 

Year ended 31 December 2015

 

Year ended 31 December 2014 (restated)*

 

EUR thousand

 

Mining division

 

Real Estate division

 

Eliminations & adjustments1

 

Group operations total

 

Mining division

 

Real Estate division

 

Eliminations & adjustments1

 

Group operations total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

629,565

 

589

 

(589)

 

629,565

 

676,381

 

510

 

(510)

 

676,381

Cost of sales

 

(559,325)

 

-

 

683

 

(558,642)

 

(617,060)

 

-

 

603

 

(616,457)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

70,240

 

589

 

94

 

70,923

 

59,321

 

510

 

93

 

59,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling expenses

 

(55,945)

 

-

 

-

 

(55,945)

 

(63,586)

 

-

 

-

 

(63,586)

Administrative expenses

 

(63,056)

 

(116)

 

-

 

(63,172)

 

(70,885)

 

(115)

 

-

 

(71,000)

Impairment loss on property, plant and equipment

 

(199,028)

 

-

 

-

 

(199,028)

 

(182,642)

 

-

 

-

 

(182,642)

Gain / (loss) from sale of property, plant and equipment

 

106

 

540

 

-

 

646

 

(288)

 

30

 

-

 

(258)

Other operating income

 

1,419

 

-

 

-

 

1,419

 

2,576

 

-

 

-

 

2,576

Other operating expenses

 

(2,785)

 

-

 

-

 

(2,785)

 

(2,521)

 

-

 

-

 

(2,521)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING (LOSS) / INCOME

 

(249,049)

 

1,013

 

94

 

(247,942)

 

(258,025)

 

425

 

93

 

(257,507)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

(4,000)

 

473

 

(589)

 

(4,116)

 

10,766

 

395

 

(510)

 

10,651

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance income

 

13,547

 

3,456

 

(3,925)

 

13,078

 

7,985

 

3,602

 

(3,600)

 

7,987

Finance expenses

 

(58,701)

 

(507)

 

3,925

 

(55,283)

 

(70,940)

 

(1)

 

3,600

 

(67,341)

Change in fair value of Convertible Notes

 

66,512

 

-

 

-

 

66,512

 

(157)

 

-

 

-

 

(157)

Capital restructuring

 

-

 

-

 

-

 

-

 

342,253

 

-

 

-

 

342,253

(Loss) / profit before tax

 

(227,691)

 

3,962

 

94

 

(223,635)

 

21,116

 

4,026

 

93

 

25,235

Income tax benefit / (expense)

 

1,218

 

(731)

 

(18)

 

469

 

(45,579)

 

(722)

 

(18)

 

(46,319)

(LOSS) / PROFIT FOR THE YEAR

 

(226,473)

 

3,231

 

76

 

(223,166)

 

(24,463)

 

3,304

 

75

 

(21,084)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

315,670

 

47,832

 

(44,041)

 

319,461

 

548,804

 

44,415

 

(10,022)

 

583,197

Total liabilities

 

739,083

 

7,690

 

(42,197)

 

704,576

 

743,222

 

7,997

 

(8,154)

 

743,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Eliminations of transactions between the divisions (e.g. lease charges, service fees, annual fees for providing real estates, etc.).

*See Change in presentation in note 4.


13. Contingencies and Other Commitments

Contingent assets and liabilities

Contingent liabilities relate to several litigation proceedings. As inherent in such proceedings, outcomes cannot be predicted with certainty and there is a risk of unfavourable outcomes to the Group. The Group disputes all pending and threatened litigation claims of which it is aware and which it considers unjustified. No provision has been recognised as at 31 December 2015 for any of the litigation proceedings. At the date of these financial statements, based on advice of legal counsel, the management of the Group believes that the litigation proceedings have no significant impact on the Group’s financial position as at 31 December 2015. A summary of the main litigation proceedings is included in the 2014 Annual Report and Accounts of the Company. There have been no other significant developments in any of these matters since, except of the one below.

On 9 September 2015, the courts dismissed in its entirety the claim against OKD for unfounded enrichment brought by Mr. Otakar Černý in relation to Improvement proposal no. 31/5-15/95 for a total of CZK 1,087 million (approx. EUR 43 million). The plaintiff has lodged an appeal.

OKD have been claimed against for contractual penalty by METALIMEX a.s. for a total of EUR 11 million. METALIMEX sees its title in breach of two framework transportation contracts concluded in 2010 where it claims that during validity of these contracts OKD was providing transportation with third subject and that such transportation was provided to places negotiated in these contracts. Management is of the opinion that it is more likely than not that the case will not result in any cost to OKD and as such no provision has been included in the financial statements as at 31 December 2015.

Contractual obligations

The Group is subject to commitments resulting from its indebtedness. These result mainly from the borrowings drawn by the Group and Notes issued. The following table includes the contractual obligations resulting from the borrowings and Notes issued as at 31 December 2015 in their respective nominal values.

EUR thousand

1/1/2016 - 31/12/2016

1/1/2017 - 31/12/2018

After 31/12/2018

Senior Secured Notes due 2020

-

-

333,908

Convertible Notes due 2020

-

-

161,797

ECA Facility

5,000

15,000

29,863

Super Senior Credit Facility

35,000

-

-

TOTAL

40,000

15,000

525,568

Interest is to be paid semi-annually on Senior Secured Notes due 2020 (fixed coupon rate of 8% p.a.). Subject to certain liquidity condition, the Group may elect to capitalise (‘PIK’ interest) all but not part of the accrued interest at a higher rate (11% until the second anniversary of issuance / 9% thereafter).

In adherence to the indentures, the Group elected not to pay interest at the cash coupon rate on its Senior Secured Notes due 2020 for the interest period starting 1 November 2014 up to 1 May 2015 and for the interest period starting 1 May 2015 up to 1 November 2015, but has elected to pay all of the accrued interest in the form of PIK interest by issuing EUR 16.5 million and EUR 17.4 million of additional notes, increasing the nominal value of Senior Secured Notes due 2020 to EUR 333.9 million. These additional notes were initially recognised at fair value and subsequently held at amortised cost. The fair value of these additional notes on initial recognition was EUR 17.9 million compared to interest accrued of EUR 24.7 million.

Interest is to be paid annually on the Convertible Notes due 2020 (fixed coupon rate of 4% p.a.). The Group may elect to pay PIK interest at a rate of 8% p.a. The Convertible Notes can be redeemed at the discretion of the holder of the Convertible Notes at any point subsequent to 30 April 2015, into the share capital of the Company.

 

In adherence to the trust deed, the Group has not paid interest on its Convertible Notes due 2020 for the interest period starting 1 November 2014 up to 1 November 2015 in cash, but has elected to pay all of the accrued interest in the form of PIK interest by issuing EUR 11.9 million additional notes, increasing the nominal value of Convertible Notes due 2020 to EUR 161.8 million.

During the year 2015, 195,597 Convertible Notes were converted into A shares of the Company.

The interest rate on the ECA Facility is fixed and paid semi-annually, and is based on EURIBOR plus a fixed margin. The interest rate on the SSCF is fixed and paid quarterly, and is based on EURIBOR plus a fixed margin that increases each quarter by 1.5%.

The Group has contractual obligations to acquire property, plant and equipment totalling EUR 8 million, all of which are contracted to be provided within one year. The Group is also subject to contractual obligations under lease contracts in the total amount of EUR 5 million, of which EUR 1 million are short-term obligations.

The Group is liable for environmental damage caused by mining activities. These future costs generally include restoration and remediation of land and disturbed areas, mine closure costs, including the dismantling and demolition of infrastructure and the removal of residual materials. As at 31 December 2015 provisions associated with these obligations were EUR 137 million (2014: EUR 131 million). These provisions do not include any of the employee-restructuring costs associated with the closure of the Paskov and Lazy mines as detailed in the Strategic Review Process as announced 18 December 2015 on the basis that the nature, structure and timing of these closures are yet to be finalised. The estimated cost amounts to EUR 85-100 million which the Group would be unable to meet based on its current financial resources. As described in note 3 under the heading “Going concern basis of accounting”, the Group is in negotiation with its stakeholders, including the Czech Government, that may result in other parties supporting the operation of these mines and ultimately baring some or all of these employee-restructuring costs.

14. Subsequent Events and Other Information

Strategic Review

The Group has commenced a detailed strategic review of its operations. Management's preliminary conclusion is that, absent a significant and near-term increase in coal prices, the Group will need to reduce costs yet further across its entire portfolio and to secure substantial additional liquidity. Also, while a number of the Group's mines clearly have potential, some do not. Therefore, as part of the strategic review process, the Group is evaluating its options for those low-potential mines, in addition to the planned closures of the Paskov and Lazy mines.

In parallel with this strategic review, the Group has commenced negotiations with certain key stakeholders as to an appropriate way forward, including its noteholders and shareholders and the Czech Government. These negotiations, which are ongoing, are focused on securing (1) a viable business for the Group, with a sustainable portfolio of cash-generative mines; (2) a capital structure appropriate to allow that portfolio to operate as a going concern through the anticipated extended period of low coal prices; and (3) clarity for employees.

For further details refer to note 3 and going concern basis of accounting.

15. Certain Relationships and Related Party Transactions

Description of the relationship between the Group, CERCL Holdings Ltd (the controlling Shareholder) and entities affiliated to the CERCL Holdings Ltd. is included on pages 79-83 of the 2014 Annual Report and Accounts of NWR.

In May 2015, the shareholders of the Advance World Transport (‘AWT’) group (which provides rail freight and sidings services to the Group among others) finalised the sale of a majority stake in the AWT group, which is therefore from that time no longer an affiliated company to the Group.

There have been no other substantive changes to the nature, scale or terms of these arrangements during the year ended 31 December 2015.


 

Forward Looking Statements

Certain statements in this document 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, 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 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 factors 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 the Company’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 the Company's products and demand for the Group's customers' products; coal mine reserves; remaining life of the Group'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 Group's relationship with, and conditions affecting, the Group's customers; competition; railroad and other transport 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. Additional risk factors are described in the Company’s 2014 Annual Report and Accounts. A failure to achieve either refinancing of the SSCF or further optimisation/restructuring steps for liquidity and solvency purposes would pose a significant risk of the Group ceasing to operate as a going concern.

Forward-looking statements speak only as of the date of this document. 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 report 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.

 

Amsterdam, 23 February 2016
Board of Directors

 


1    Cash mining costs per tonne reflect the operating costs incurred in production of both coking and thermal coal. They are principally calculated by deducting the Change in inventories and D&A from the Cost of sales and then divided by total coal production. Further non-material non-cash adjustments to Cost of sales may apply in the calculation.

2    Lost Time Injury Frequency Rate (‘LTIFR’) represents the number of reportable injuries in NWR’s operations causing at least three days of absence per million hours worked, including contractors.

3    More detail and analysis are in the Operating and Financial Review later in this document.

4    Cash mining costs per tonne reflect the operating costs incurred in production of both coking and thermal coal. They are principally calculated by deducting the Change in inventories and D&A from the Cost of sales and then divided by total coal production. Further non-cash adjustments to Cost of sales may apply in the calculation.

5    In FY 2015 approx. 49% of coking coal sales were mid-volatility hard coking coal, 37% were semi-soft coking coal and 14% were PCI coking coal.

6    In FY 2015 approx. 77% of thermal coal sales were thermal coal and 23% middlings.

Source: NWR Press Release

25 January 2016 BXR Group 2015 Investment Activity Highlights

BXR Group – 2015 Investment Activity Highlights

Amsterdam, January 25, 2016

As the new year starts, BXR Group looks back at a successful 2015. We undertook significant exit transactions across our portfolio, crystallising several hundred million euros of shareholder value. We also deployed more capital than in any previous year into our portfolio and into new investments. Highlights include:

Exits

RPG Byty

Sale of RPG Byty, our 43,000 apartment portfolio in the Czech Republic, and associated facility management business RPG Sluzby, to a consortium led by Round Hill Capital

Shred-it

Sale of Shred-it International Inc., the North American document destruction business which we owned as part of a consortium led by funds managed by Birch Hill Equity Partners, to Stericycle Inc. in a US$ 2.3 billion transaction

SleepCountry

IPO and subsequent sell-down of shares in Sleep Country Canada Inc. along with Birch Hill Equity Partners. Valuation at IPO was approximately CAD 650 million

Green Gas International

Sale by our renewable energy business Green Gas International of its US, Ukrainian and Dominican Republic operations and a significant dividend recapitalisation of the core business

Investments

Crossroads European Real Estate Partners

Establishment and anchoring of Crossroads European Real Estate Fund in collaboration with David Gillerman, who leads the investment adviser Crossroads Real Estate LLP, deploying equity in excess of €100 million in European real estate across different asset classes

BXR Agro

Additional investments in our agriculture portfolio in Brazil, Mozambique and Malawi

The Education

Additional investment to support the acquisition programme of our English-language schools business in Korea

Bluenose AC Investments

Co-investment with Bluenose AC Investments, our Canadian real estate development partner, in a condominium development and a self-storage business in Toronto

White Cloud Capital

Anchor commitment to White Cloud Capital II and its venture capital fund, and investments via the White Cloud funds in:

  • Doctors Beck & Stone, a chain of veterinary clinics in China and Hong Kong,
  • Family Dental Centre, a chain of dental clinics in Singapore
  • Mindful Sound Ltd (trading as BioBeats), a digital analytics business

Birch Hill Private Equity Fund

Major commitment to Birch Hill Equity Partners V

Information on BXR Group and its investments is provided at www.bxrgroup.com.

Contact
Derk Stikker, BXR Group BV: +31 20 504 6710

6 August 2015 Press Release Round Hill Capital Agrees to Acquire Leading
Czech Residential Property Company RPG Byty

Round Hill Capital Agrees to Acquire Leading Czech Residential Property Company RPG Byty

London, UK / Prague, Czech Republic, 6th August 2015 – A Czech investment affiliate of Round Hill Capital (“Round Hill”), the fully integrated global real estate investment and asset management firm, has agreed to acquire RPG Byty, the largest privately owned rental residential real estate company in the Czech Republic.

Czech investment affiliates of Round Hill are acquiring a 100% interest in RPG Byty, s.r.o. along with its facilities management company, RPG Sluzby, s.r.o. The portfolio consists of 43,083 residential units with a total area of approximately 2.6 million square metres that are concentrated in the second largest urban area in the Czech Republic, the Ostrava region.

Round Hill has an established track record of managing residential property in the Netherlands, Germany and the UK. Since its inception, Round Hill has managed over 55,000 residential units in Europe and is one of the leading operators of multi-family housing having worked cooperatively with relevant stakeholders in each jurisdiction. The acquisition of RPG Byty and RPG Sluzby marks Round Hill’s entry into the residential market in the Czech Republic.

Commenting on the acquisition, Michael Bickford, Founder and CEO of Round Hill Capital, said:

“Round Hill has a long and proven track record of successfully and actively investing in and managing European residential property. We look forward to working together with the RPG Byty and RPG Sluzby management teams to continue to manage the companies in a responsible fashion and to ensure that tenants benefit from our focus on long term ownership and our professional residential property management approach.”

Pavel Klimes, co-CEO responsible for operations of RPG Byty, commented:

“During the last 10 years, the portfolio of RPG Byty has been substantially refurbished, delivering a materially better living experience to our tenants, and we have created an efficient management business to lease and maintain the properties. We are pleased that it has been agreed to sell the entire portfolio to Round Hill, an established residential investor and manager and we are confident they will be a reliable landlord for the tenants.”

Martin Raz, co-CEO responsible for finance of RPG Byty, commented:

“We look forward to being part of an international real estate organisation such as Round Hill Capital, which has a successful track record in investing in and managing residential real estate that will be beneficial for RPG Byty and RPG Sluzby going forward.”

16 July 2015 Press Release Sleep Country Canada Holdings Inc. Completes Initial Public Offering

Sleep Country Canada Holdings Inc. Completes Initial Public Offering

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Toronto, Ontario – (CNW) – July 16, 2015 – Sleep Country Canada Holdings Inc. (“Sleep Country” or the “Company”) (TSX:ZZZ) announced today the successful closing of its initial public offering (the “Offering”) of common shares of the Company (the “Shares”) at a price of $17.00 per share. The Company issued 17,650,000 Shares under the Offering for total gross proceeds of $300,050,000.

The Shares will commence trading today on the Toronto Stock Exchange under the symbol “ZZZ”.

The Offering was made through a syndicate of underwriters led by TD Securities Inc. and BMO Nesbitt Burns Inc., and included CIBC World Markets Inc., Scotia Capital Inc., Credit Suisse Securities (Canada) Inc., GMP Securities L.P., National Bank Financial Inc. and Raymond James Ltd.

The underwriters were granted an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 2,647,500 Shares from the Company at a price of $17.00 per Share for additional gross proceeds of approximately $45,007,500 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised for a period of 30 days from the closing date.

In connection with the Offering, the Company also completed the acquisition (the “Acquisition”) of Sleep Country Canada Inc. and certain of its affiliates (collectively, the “Acquired Entities”) for an aggregate purchase price of $461,673,036 (the “Purchase Price”). The net proceeds of the Offering were used by the Company to satisfy a portion of the Purchase Price with the balance being satisfied by the issuance of Shares and acquisition notes to certain of the shareholders of the Acquired Entities.

No securities regulatory authority has approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold in the United States or to or for the benefit of U.S. persons absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

About Sleep Country

Sleep Country is Canada’s leading mattress retailer and the only specialty mattress retailer with a national footprint in Canada. Sleep Country operates under two mattress retail banners: “Dormez-vous?”, the largest retailer of mattresses in Québec; and “Sleep Country Canada”, the largest mattress retailer in the rest of Canada. As at March 31, 2015, Sleep Country had 215 stores and 16 distribution centres across Canada. All of the Company’s stores are corporate-owned, enabling it to develop and maintain a strong culture of customer service, resulting in a consistent and superior in-store and home delivery customer experience.

Forward-Looking Information

Certain information in this press release, including statements relating to the exercise of the over-allotment option and the use of proceeds thereof, constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the final prospectus available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

Source: Sleep Country Canada Holdings Inc. Investor Relations

For additional information, please contact:

Robert Masson
Chief Financial Officer
416.242.4774
robert.masson@sleepcountry.ca

15 July 2015 Stericycle Press Release Stericycle to Acquire Shred-it International, Creating Global Leader in Business-to-Business Compliance Solutions

Stericycle to Acquire Shred-it International, Creating Global Leader in Business-to-Business Compliance Solutions

  • Enhances Stericycle's portfolio of solutions and provides excellent opportunities for continued growth
  • Broadens Stericycle and Shred-it engagement opportunities with customers through cross-selling
  • Substantially expands Stericycle's operational infrastructure and capitalizes on route-based logistics expertise
  • Strong global presence offers expansion opportunities in new international markets
  • Highly complementary and adjacent service model provides expected Stericycle synergies of $20-30 million by 2018
  • Anticipated to be accretive to Cash EPS by at least 10% in 2016 and in the mid-to-high teens in 2018
  • Combined company expected to generate in excess of $1 billion in EBITDA in 2016
  • Stericycle to host an investor conference call on Thursday, July 16th at 8:30 A.M. ET. Dial 866-516-6872 at least 5 minutes before start time. Please refer to the July 15, 2015 investor presentation located on the Investors page of www.stericycle.com. If you are unable to participate on the call, a replay will be available through August 16th by dialing 855-859-2056 or 404-537-3406, access code 86738035. To hear a live simulcast of the call or access the audio archive, visit the Investors page on www.stericycle.com.

LAKE FOREST, Ill., July 15, 2015 (GLOBE NEWSWIRE) -- Stericycle, Inc. (NASDAQ:SRCL) today announced that it has entered into a definitive agreement to acquire privately-held Shred-it International, the global secure information destruction services provider, for $2.3 billion in cash. The acquisition will strengthen Stericycle's growth opportunities by providing an additional business-to-business compliance solution, leveraging Stericycle's existing core capabilities, and expanding the company's global reach.

Shred-it provides secure information destruction services to over 400,000 customer locations in 15 countries. Shred-it's pro forma revenue for the 12-month period ending March 2015 was $726 million. The transaction has been unanimously approved by the Boards of Directors of both companies. Upon closing, Shred-it will become a wholly-owned subsidiary of Stericycle.

"Shred-it is the recognized global leader in secure information destruction and this acquisition marks another exciting milestone for Stericycle," said Charlie Alutto, President and CEO of Stericycle. "By combining Shred-it with our business-to-business compliance solutions, we are providing the marketplace with a broader portfolio of services. Stericycle has a lot of experience selecting and integrating acquisitions, and we believe that Shred-it represents one of the most attractive opportunities for our business that we have ever seen. We expect this new chapter in Stericycle's history to drive greater opportunities for customers and team members while expanding growth for our shareholders."

"We are extremely proud of the incredible achievements and momentum that our employees and customers have created for Shred-it to date," said Dave Samuel, Chairman of Shred-it. "The acquisition by Stericycle will allow continued innovation and expanded service offerings to a broader range of customers across the globe."

Strategic benefits of the acquisition include:

  • Enhances Stericycle's core of compliance solutions and provides excellent opportunities for continued growth
     
  • Augments both companies' value proposition to customers
     
  • Substantially expands Stericycle's operational infrastructure and capitalizes on route-based logistics expertise
     
  • Provides operational synergies stemming from Stericycle's core competencies
     
  • Leverages Stericycle's business model fundamentals with the focus on small, loyal customers as the foundation for growth
     
  • Creates a new and exciting platform in a highly fragmented sector; Stericycle is a proven integrator having successfully completed over 400 acquisitions since 1993

Financial benefits of the Shred-it acquisition include:

  • $2.15 billion cash purchase price net of approximately $150 million in expected tax benefits
     
  • Improved EBITDA and EPS growth through a combination of margin expansion and debt repayment
     
  • Expected Stericycle cost synergies of at least $20-30 million by 2018 with the potential for revenue synergies over time
     
  • Anticipated to be accretive to Cash EPS by at least 10% in 2016 and in the mid-to-high teens in 2018
     
  • Combined company expected to generate in excess of $1 billion in EBITDA in 2016
     
  • Robust cash flow generation and financing structure allows for continued, disciplined acquisition strategy
     
  • Expectation that Stericycle will de-lever back to current Debt/EBITDA levels by 2017

Financing

Stericycle has obtained committed financing for the transaction from Bank of America Merrill Lynch and Goldman, Sachs & Co. Subject to market and other conditions, the company expects to finance the acquisition of Shred-it through a combination of cash, debt and $700 million in equity or an equity-linked offering. The financing structure provides Stericycle the ability to rapidly de-lever back to current Debt/EBITDA levels by 2017. The structure also allows for future financial flexibility and continued execution of Stericycle's M&A and capital allocation strategies.  Stericycle is committed to maintaining an investment grade rating.

Approvals and Timing to Closing

The acquisition is expected to close in Q4 2015, subject to obtaining regulatory approvals and satisfaction of other customary closing conditions. Following the acquisition, the Shred-it management team will join Stericycle.

Advisors

Goldman, Sachs & Co. and Bank of America Merrill Lynch are serving as financial advisors to Stericycle. Sidley Austin LLP and Davies Ward Phillips & Vineberg LLP are serving as Stericycle's legal counsel.

About Stericycle, Inc.

Stericycle, Inc., a U.S.-based company operating in 13 countries, is focused on compliance and related services by providing solutions that protect people and brands, promote health and safeguard the environment. Stericycle has earned the trust of over 600,000 customers worldwide. For more information about Stericycle, please visit our website at www.stericycle.com.

About Shred-it

Shred-it is a Canadian-based company dedicated to secure information destruction services to customers around the world, who value the protection of their information, their reputation and the environment.  Shred-it provides services to more than 400,000 customers in 15 countries and is the leading global provider in this service area.

Safe Harbor Statement: This press release may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control (for example, general economic and market conditions). Our actual results could differ significantly from the results described in the forward-looking statements. Factors that could cause such differences include changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste, increases in transportation and other operating costs, the level of governmental enforcement of regulations governing regulated waste collection and treatment, our ability to execute our acquisition strategy and to integrate acquired businesses, competition and demand for services in the regulated waste industry, political, economic and currency risks related to our foreign operations, impairments of goodwill or other indefinite-lived intangibles, exposure to environmental liabilities, and compliance with existing and future legal and regulatory requirements, as well as other factors described in our filings with the U.S. Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We make no commitment to disclose any subsequent revisions to forward-looking statements.

CONTACT: MEDIA CONTACT:
         Claire Rowberry - Lewis PR
         (781) 761-4481

         INVESTOR RELATIONS CONTACT:
         Stericycle Investor Relations
         (847) 607-2012

Stericycle_1_Color_Small_2015

Stericycle, Inc.
6 February 2015 BXR/Bluenose Press Release Launch of Bluenose Investment Programme

Launch of Bluenose Investment Programme

Amsterdam, Montreal (February 6, 2015)

BXR Group, an international private investment group headquartered in Amsterdam (“BXR”) and Bluenose AC Investments Limited, a Canadian real estate investment manager (“Bluenose”) today announced entering into a joint investment programme focusing on opportunities in the Canadian real estate market. The program aims at capitalizing on the track record of Bluenose’s founders, Tony Aksich and Martin Cote, in sourcing, executing and managing proprietary investment opportunities.

The sweet-spot of the joint investment program in terms equity commitment per project is between CAD 5-10 million, but substantially larger projects will also be considered on a case by case basis.

Derk Stikker, Chief Operating Officer of BXR, commented: “I’ve had the privilege of working with Tony and Martin directly on BXR’s residential portfolio in the Czech Republic, where they have done a truly transformational job both for the benefit of the shareholders and the tenants. We therefore look forward to years of excellent investment performance and to continuing this partnership with their new company, Bluenose.”

Tony Aksich, Co-Founder of Bluenose, noted: “We have been working with BXR Group more than 4,000 miles away from home, so we hope we can do an even better job in our home market. We believe that there are tremendous opportunities in the Canadian real estate market. At this stage our focus is on development projects and roll-ups, but we are open-minded to adjust our strategy as the market evolves.”

Information on BXR Group investments is provided at www.bxrgroup.com.

Contact:
Derk Stikker, BXR Group BV: +31 20 504 6710

3 November 2014 BXR Press Release Management Changes

Management Changes at BXR Partners

Following the recent completion of the reorganisation of it key client, BXR Group, BXR Partners announces the departure of Partner and Chief Executive Charles Harman. The partners wish to thank him for his very considerable contribution in his 3½ years as Chief Executive of BXR Partners. Charles will be taking up a new chief executive role in the New Year but will continue to work with BXR Group, including by remaining on the board of directors of Malawi Mangoes (www.malawimangoes.com) and on BXR Group’s newly-formed Advisory Board.

BXR Partners will continue to advise BXR Group from its offices in London, Budapest and Singapore. Michael Pitt has been appointed Head of Corporate Finance and Legal of BXR Partners with responsibility for the London office.

Contact:
Michael Pitt, BXR Partners LLP: +44 20 7317 5416

Management Changes at BXR Group

Following the recent completion of the reorganisation of BXR Group, Derk Stikker has been appointed Chief Executive Officer of BXR Group. Derk was formerly Chief Operating Officer of the group.

Information on BXR Group investments is provided at www.bxrgroup.com.

Contact:
Derk Stikker, BXR Group BV: +31 20 504 6710

14 July 2014 BXR Press Release BXR Group Completes Reorganisation

BXR Group Completes Reorganisation

BXR Group announces that it has completed the reorganisation of its activities. This process has been designed to align BXR Group’s investment activities more closely with the particular interests of its shareholders.

Following this reorganisation, Zdeněk Bakala and his family trust have exited BXR Group. Mr Bakala plans to focus his future investment activities on the Czech Republic and other Central European markets, while also investing in attractive opportunities in other markets. BXR Group with its remaining shareholders will focus principally on businesses outside Central Europe, building on their past investment record in such sectors as real estate, agriculture, financial services and education.

BXR Group will, through a joint venture with Mr Bakala and his family, continue to own interests in New World Resources plc, Ferrexpo plc, Domus NV and Green Gas International BV.

Information on BXR Group investments is provided at www.bxrgroup.com.

BXR Group will continue to be advised on its investments by BXR Partners from its offices in London, Madrid, Budapest and Singapore.

Contacts:
Derk Stikker, BXR Group BV: +31 20 504 6710
Charles Harman, BXR Partners LLP: +44 20 7317 5430

1 April 2014 BXR Press Release BXR Group Announces Reorganisation

BXR Group Announces Reorganisation

BXR Group, an Amsterdam headquartered international private investment group, announces a reorganisation designed to align its investment activities more closely with the particular interests of its shareholders.

BXR Group has been owned since its inception by a number of North American and EU investors. The largest single shareholder is Zdenek Bakala, who together with his family holds a non-controlling 50% stake.

BXR’s reputation was built on its shareholders’ successful investments in Central Europe, particularly in the natural resources and related sectors in the Czech Republic. In recent years the Group has diversified and now includes a broad range of global interests, including businesses in Western Europe, the Americas, Africa, Asia and Australasia. Recent acquisitions include interests in Viking International (a global oilfield service company), Careers Australia (a leading Australian provider of vocational education and training) and The Education (a specialist schools group in South Korea).

The shareholders have agreed that their future investment activities will be conducted separately, reflecting their particular geographical and sector interests. Mr Bakala will exit BXR Group and focus primarily on the Czech Republic and other Central European markets, while also investing in attractive opportunities in other markets. BXR Group with its remaining shareholders will focus principally on businesses outside Central Europe, building on their past investment record in such sectors as real estate, agriculture, financial services and education.

As part of this reorganisation, various existing businesses held by BXR Group will be transferred to entities controlled by Mr Bakala and his family. These include Advanced World Transport, the Group's rail-based logistics and freight forwarding company, and land, commercial property and real estate development activities in the Czech Republic other than RPG Byty.

Mr Bakala, his family and the BXR Group will, through a joint venture, continue to own BXR’s core natural resources investments, specifically its shareholdings in New World Resources plc and Ferrexpo plc. They will also jointly own interests in RPG Byty and Green Gas International.

Following this division of assets, the Prague and Warsaw operations of BXR Partners will be integrated with the activities of BM Management, a Prague-based management company owned by Mr Bakala. BXR Group will remain headquartered in Amsterdam and BXR Partners will continue to operate from its existing offices in London, Madrid, Budapest and Singapore. The “BXR” name will no longer be used for any new investment activities by the BXR Group in the Czech Republic, Slovakia and Poland.

For further information, please contact: Derk Stikker, BXR Group, +31 20 504 6704

19 March 2014 Shred-it Shred-it to combine with Cintas’ Document Shredding Business

Shred-it to combine with Cintas’ Document Shredding Business

Toronto; March 19, 2014 – Shred-it International Inc. (“Shred-it”) today announced that it will combine with the document destruction business of Cintas Corporation (“Cintas”) (Nasdaq: CTAS) to create a newly formed company that will operate under the name Shred-it. The combined company will be 58% owned by the existing shareholders of Shred-it, and 42% owned by Cintas.

The company will be headquartered in Oakville, Ontario and maintain a U.S. head office in Cincinnati, Ohio. Vince De Palma, current Shred-it President and CEO, will remain in this role for the newly combined company. Karen Carnahan, currently the President of Cintas’ document destruction division, will become Chief Operating Officer. Other key leaders from both Shred-it and Cintas will form the management team of the new organization.

“When Shred-it began as a one truck operation in 1988, its founder Greg Brophy had set his sights on becoming a global leader in information destruction,” said Vince De Palma, President and CEO of the combined company. “We have carried on this vision, and with this combination, we will solidify our position as a leading global player, whose primary focus is on providing secure information destruction services. We will continue to deliver information destruction services to meet the growing demand for corporate information protection.”

The combined company will have revenues in excess of US$600 million – employ over 5,000 associates, operate a fleet of over 2,000 trucks, and service over 300,000 customers each year. Mr. De Palma added, “Other key benefits of the transaction include: a greatly expanded geographic footprint and the largest sales-force of any information destruction company. Additionally, Shred-it will have a comprehensive service offering, as a result of combining Cintas’ plant-based operations with Shred-it’s mobile information destruction fleet.”

The transaction, which was approved by both Shred-it and Cintas’ Board of Directors, is expected to close before May 31, 2014, subject to customary and other closing conditions.

About Shred-it

Shred-it is a world-leading information security company providing document destruction services that ensure the security and integrity of our clients' private information. The company operates 140 locations in 17 countries worldwide, servicing more than 180,000 global, national and local businesses, including the world's top intelligence and security agencies, more than 500 police forces, 1,500 hospitals, 8,500 bank branches and 1,200 universities and colleges.

For more information, please visit www.shredit.com.

About Cintas

Headquartered in Cincinnati, Cintas Corporation provides highly specialized services to businesses of all types primarily throughout North America. Cintas designs, manufactures and implements corporate identity uniform programs, and provides entrance mats, restroom supplies, first aid, safety, fire protection products and services and document management services for over one million businesses. Cintas is a publicly held company traded over the Nasdaq Global Select Market under the symbol CTAS and is a component of the Standard & Poor’s 500 Index.

Source: www.shredit.com

02 June 2013 PIE magazine Czech RPG's €400m high-yield bond may be forerunner to IPO

Czech RPG's €400m high-yield bond may be forerunner to IPO

The €400m bond issue by Czech housing firm RPG in April marked the first significant euro high-yield property bond and may serve as an early bird for others. Senior executives tell PIE in today's June magazine that the Czech firm may follow this with an IPO soon.

Founded in 2006 to restructure the non-mining real estate assets of OKD, the largest mining company in the Czech Republic, RPG Real Estate is the biggest privately-owned mainly residential real estate firm in the nation. RPG's portfolio consists of 5,163 buildings and 43,625 housing units in the Moravian-Silesian region - in and around Ostrava near the eastern Czech border with Poland - as well as some commercial properties and undeveloped land. Currently 100% owned by Amsterdam-based BXR Group, RPG in April issued €400m in Senior Secured Notes due 2020, earmarking the proceeds to repay debt, finance RPG Property and for general corporate purposes. The bonds, which listed on the Irish Stock Exchange, carry a coupon of 6.75% and were issued at par value. The notes were arranged and managed by Goldman Sachs and JPMorgan, winning a first-time rating of Ba2 by Moody's, who said the outlook is stable.

RPG CEO Tony Aksich told PIE the issue was nearly four times oversubscribed. "The investor interest was really very broad to start with and in broad terms we had a cross section of real estate investors, typical bond investors and emerging market investors with a view, long-term money… the entire chorus line of significant funds in Europe." He added: "To us, it was super-complimentary for the team who did the work and it wasn’t a stand-alone exercise; in the fullness of time it was part of a continuum." With institutional investors finding German and other nation's housing companies attractive for investment now, an IPO is very much on the RPG radar screen. "The question for us is, is it now or is it six months from now, 12 months? But yes … and I would say probably between one year and three years from now," Aksich said.

RPG Investment Manager Stanislav Kubacek added that the bond was one of the first in euro real estate high-yield secured debt. “So far real estate companies have been financed by bank loans but in some countries there are difficulties or there have not been enough bank debt available, like here because it’s a small country - even if we’re big within the country and with all the local banks.” Apart from investment grade bonds issued by larger real estate groups such as Unibail-Rodamco, only very small similar issues have been made in Europe. “There has been CMBS, but CMBS doesn’t exist in the Czech Republic, so for countries outside of investment grade, and outside Germany or the UK, the core-core-core market, it is not so obvious to go this route. But now we have proven that there may be a new capital provider which is the high-yield non-investment grade bond market and I think we are sort of an early bird for such transactions.”

Proceeds of the bond issue will be used to pay down debt, and to seek other investments that generate good returns, Aksich said. The debt paydown of €191m has now been made. “We are retaining cash on the balance sheet to be able to expedite our capital investments, which is about €30m.”

But he said the opportunity in new-build Czech homes is limited. “We won’t be building new but the monies will be used also to retire existing debt and will also be used for other ventures within the group, so it won’t all be used back into apartments in Ostrava.” Developing green field multi-residential building is simply not economic. “If you ask is there an opportunity in multi-residential rental, the answer would be no, simply because current rents obviously support well-existing stock which has been upgraded, but do not support new construction. The point is that you can upgrade stock at a significantly lower cost than new build.”

Source: PIE magazine

13 May 2013 Africa Jubilee Business Forum Investing for Africa

Charles Harman, Chief Executive, BXR Partners

Let me explain why we are placing such emphasis on the opportunities in this exciting continent. As a business we have a truly global remit. We are agnostic about sector or country and our current investments include such diverse activities as coal mining in the Czech Republic, rail based logistics throughout Central Europe, agriculture in Brazil, vocational education in Australia, oilfield services in Turkey and secure document services in 16 countries worldwide.

The common factor behind all these companies is a belief that we should put money to work in smart businesses run by capable management teams in countries with a positive business environment. We look long and hard at demographics and economic growth patterns before deciding where to invest. We also need to be satisfied that the legal and fiscal systems are robust. We want to know that the host government supports what we are doing and has a genuine commitment to facilitating foreign investment.

Investment is, of course, partly about numbers. We need to be able to demonstrate to our own shareholders that the proposed investment will earn a sufficient return on the capital invested. Importantly, we need to understand the financial risks that we are taking and how we can mitigate them.

But, for BXR, people are the other critical part of any investment decision. We get excited by investing in businesses which employ smart and ambitious people who are committed to building a great company. We want to make products that improve people’s lives and create employment opportunities which would not otherwise exist. We like to work with people and communities with whom there can be a lasting relationship and who welcome the capital and know-how which we can introduce to their country. That’s what makes business in Africa so rewarding.

When we look at Africa, we see a continent rich in opportunities. To date, we have focused our efforts in particular on:

1) Mining - anyone who doubts the vitality of African mining should visit the annual Indaba Mining conference in Cape Town. The sight of thousands of people from throughout Africa presenting to investors all types of mining opportunities across the continent is truly inspiring. Africa has a long mining history, but the best is still to come!

2) Agriculture – BXR has invested in agricultural production and processing in both Mozambique and Malawi. Early results have been encouraging and we hope that these businesses will be the first stage in a broader programme of investment in African agriculture. Much of our focus will be on supplying food to the countries in which we produce, thereby helping to address the imbalances created by the very high levels of food imports into many African countries.

3) African consumers – while many foreign investors focus on supplying products to the growing African middle classes, in our view the opportunity is much broader than that. Africa has a rapidly growing population and people of all economic backgrounds aspire to purchase basic manufactured products. The challenge is to manufacture more of these products in Africa and at a price point which people can afford. While international branded goods have real impact on the continent, the greatest rewards will go to those who manage to develop broadly based African brands.

4) Education – many African countries have suffered from decades of under-investment in education. The private sector has a role to play in helping to address this through investment in, for example, skills training, language tuition and the development of international schools across Africa. The variety and scale of opportunities in Africa can at times seem overwhelming. But we think that through focused and disciplined investment in key markets across Africa, companies such as BXR will be able to develop attractive, long –term businesses. We welcome the challenges ahead.

BXR Introduction:

BXR Group, headquartered in Amsterdam, Netherlands, is an international private investment group with a 15 year track record of superior investment performance across a variety of industry sectors.

While BXR Group’s reputation was built on its founders’ successful investment performance in Central Europe, today the group has a diverse range of global interests, including Western Europe, the Americas, Africa, Asia and Australasia.

BXR Group seeks majority control positions or significant minority stakes alongside similarly minded partners in its investee companies. The group has an established track record of accessing the international debt and equity capital markets for large and high profile transactions. BXR Group’s investment philosophy is based on a partnership approach, working closely with highly motivated management teams and well-trained, incentivised workforces. BXR Group currently employs over 35,000 people through its portfolio companies.

BXR Agro seeks to address the increasing demands of a growing global population through the introduction of modern farming techniques, land development and soil correction to create efficient operations of scale in a way which is sustainable and sensitive to the needs of local communities. Current African investments include a fruit producer in Malawi as well as oilseed and grain concessions in Mozambique.

BXR Group became the majority shareholder in fruit producer Malawi Mangoes in January 2013; providing funding for the construction of a processing facility, expansion of agricultural operations and irrigation of 1,000 more hectares near Salima.

BXR Group is owned by a number of North American and EU investors. The largest single shareholder of the group is Zdenek Bakala, a US and Czech citizen with a long and successful track record in finance and private investing, who together with his family holds a noncontrolling 50% stake. The balance is mostly owned by trusts associated with former colleagues of his from his time as an investment banker at Credit Suisse First Boston in the 1990s.

Source: Africa Jubilee Business Forum

30 January 2013 Malawi Mangoes Press Release Malawi Mangoes completes investment funding with
BXR Group becoming majority shareholder

Malawi Mangoes completes investment funding with BXR Group
becoming majority shareholder

  • New round of committed funds to enable Malawi Mangoes to complete development plans
  • Funding for construction of processing facility, expansion of agricultural operations and
    irrigation of 1,000 more hectares

30 January 2013, Salima: Malawi Mangoes today announces that it has completed investment funding which will fully finance its medium term development plan. Funding has been provided by BXR Group, an international private investment group headquartered in Amsterdam, as well as by new and existing investors. BXR Group has become the majority shareholder in Malawi Mangoes.

Malawi Mangoes is a fruit producer in Malawi developing its own agricultural operations and smallholder sourcing schemes as well as pulp processing and distribution capacity to target the growing global demand for tropical fruit purées. It is particularly focussed on harvesting the abundant mango trees which grow along the shores of Lake Malawi and adding the all-important intermediate processing capacity in-country. Malawi Mangoes has established a network of over 2,000 smallholder farmers, and grafted higher value mango strains to local stock on over 20,000 mature trees in communities. This has already had a fundamental impact on the lives of many of the rural poor in the Salima District.

Jonny Jacobs and Craig Hardie, Founders and Joint Managing Directors of Malawi Mangoes commented: “We are delighted to have partnered with BXR. By marrying the commitment of our team with BXR's agricultural pedigree, track record and expertise, Malawi Mangoes will deliver fundamental development to the people of Malawi. We will be investing in the development of our supply chain communities, while transferring significant add-value farming and agro-processing skills, diversifying the export base and generating foreign exchange for Malawi. Chikondi Chiri M'Manja.

Charles Harman, Partner and CEO of BXR Partners LLP, added: “The investment is an endorsement of the achievements of the Malawi Mangoes team and BXR’s optimism for the future of Malawi. It represents another step in the development of BXR Group’s agricultural portfolio and African strategy which target sound investments in assets with exceptional potential. Tsache latsopano limasesa bwino.


Malawi Mangoes

Malawi Mangoes is the trading name of Malawi Mangoes (Mauritius) Limited and its Malawi subsidiary MM (Operations) Limited.


BXR Group
www.bxrgroup.com/

BXR Group, headquartered in Amsterdam, Netherlands, is an international private investment group with a 15 year track record of superior investment performance across a variety of industry sectors. BXR Group has a long track record of successful investment in Europe across industries generally and specifically within the natural resources space.

While BXR Group’s reputation was built on its founders’ successful investment performance in Europe, today the group has a diverse range of global interests, including Africa, the Americas, Asia and Australasia. Some of its and its shareholders’ current investments include New World Resources, RPG Real Estate, Advanced World Transport, Green Gas International, Ferrexpo, Marex Spectron, ETX Capital, Sleepcountry, Shred-it and many others. BXR is a 50% shareholder in Hoyo Hoyo, a substantial agricultural business in Mozambique.

BXR Group seeks majority control positions or significant minority stakes alongside similarly minded partners in its investee companies. The group has an established track record of accessing the international debt and equity capital markets for large and high profile transactions. BXR Group's investment philosophy is based on a partnership approach, working closely with highly motivated management teams and well-trained, incentivized workforces. BXR Group currently employs over 35,000 people through its portfolio companies.

BXR Partners LLP is the in-house advisory arm of BXR Group.

Source: Malawi Mangoes Press Release

25 January 2013 Viking press release Shareholders of BXR Group Acquire 21.4% stake in Viking
from The Abraaj Group

Shareholders of BXR Group acquire 21.4% stake in Viking
from The Abraaj Group

  • BXR’s track record in Central and Eastern Europe to augment Viking’s growth plan
  • Dalea, Abraaj and BXR to jointly drive value across Viking’s global operations

25 January 2013, Istanbul: Shareholders of BXR Group (collectively “BXR”), an international private investment group headquartered in Amsterdam, today announced the acquisition of a 42.86% stake in Abraaj Viking Management Limited from The Abraaj Group (“Abraaj”), a leading private equity investor operating in global growth markets. The acquisition represents a 21.43% stake in Viking Services BV (“Viking”).

Viking is a global service company engaged in oil and gas drilling and completion, well servicing, pressure pumping, wireline, geophysical, civil engineering and transportation. It provides high quality conventional and unconventional services with a focus on underserved high growth markets in Turkey, Northern Iraq and Central Eastern Europe (CEE). Key current customers include Transatlantic Petroleum, Hunt Oil, TPAO, Perenco, Valuera, NIS, Afren, OMV, and Hungarian Horizon Energy, among others.

Viking was established in 2008 as the captive services arm of Transatlantic Petroleum (“TAT”), its parent E&P company. In June 2012, a joint venture owned by Abraaj through its Private Equity Fund IV and Dalea Investment Group, LLC (an investment vehicle controlled by Malone Mitchell 3rd, TAT’s chairman and CEO) acquired Viking and merged it with selected oilfield services assets previously owned by Mr. Mitchell in conjunction with a cash injection by the shareholders.

Viking is now owned 50% by Dalea Investment Group, LLC, 28.57% by Abraaj, and 21.43% by BXR.

Dustin Guinn, Chief Executive Officer of Viking, commented: “Due to their complementary regional backgrounds and similar investment philosophy, Abraaj and BXR together are uniquely positioned to support Viking’s growth, especially in the MENA and CEE regions. We are very excited about working closely with our new shareholders.”

Gabor Illes, Partner of BXR Partners LLP and newly appointed Director of Viking, added: “BXR is delighted to be joining the partnership of Dalea and Abraaj and we are excited about the market opportunity for Viking. BXR looks forward to deploying its resources and drawing on its experience to help Viking achieve its strategic goals and create substantial value for all stakeholders.”

“We are pleased to welcome BXR to our partnership with Dalea and believe the combined expertise and support of Abraaj and BXR will help drive the creation of additional value at Viking during this period of accelerating growth” said Ahmed Badreldin, Senior Partner at The Abraaj Group and Viking Director.


BXR Group

BXR Group, headquartered in Amsterdam, Netherlands, is an international private investment group with a 15 year track record of superior investment performance across a variety of industry sectors. BXR Group has a long track record of successful investment in the CEE region across industries generally and specifically within the natural resources space.

While BXR Group’s reputation was built on its founders’ successful investment performance in Central Europe, today the group has a diverse range of global interests, including Western Europe, the Americas, Africa, Asia and Australasia. Some of its and its shareholders’ current investments include New World Resources, RPG Real Estate, Advanced World Transport, Green Gas International, Ferrexpo, Marex Spectron, ETX Capital, Sleepcountry, Shred-it and many others.

BXR Group seeks majority control positions or significant minority stakes alongside similarly minded partners in its investee companies. The group has an established track record of accessing the international debt and equity capital markets for large and high profile transactions. BXR Group's investment philosophy is based on a partnership approach, working closely with highly motivated management teams and well-trained, incentivized workforces. BXR Group currently employs over 35,000 people through its portfolio companies.


The Abraaj Group

The Abraaj Group is a leading private equity investor operating in the global growth markets of Asia, MENA, Turkey and Central Asia, Sub-Saharan Africa and Latin America. Employing over 300 people, the Group has 33 country offices spread across 7 regional hubs in Bogota, Dubai, Istanbul, London, Mumbai, Nairobi and Singapore.

The Abraaj Group currently manages US$ 7.5 billion across 25 sector and country-specific Funds encompassing private equity (majority and significant minority investments with ticket sizes of between US$ 10 million to US$ 100 million invested across a global mandate) and real estate (primarily yield-generating) investments.

Funds managed by the Group have holdings in over 150 partner companies that collectively employ over 200,000 people and create sustainable value in sectors including manufacturing, education, retail, aviation, oil and gas, financial payments infrastructure, healthcare and agribusiness. The Group’s current partner companies include industry leaders such as Network International, the largest independent payment solutions provider in the Middle East and Africa, NEP Holding, with its Diamond brand and a market leader in the residential filtration market of Malaysia with a growing presence in Singapore, Hong Kong, Taiwan and Southern China, Brookside Dairy, the largest dairy in East Africa and, Iasacorp, a long established family run women’s retail business in Peru.

The Abraaj Group is committed to the highest environmental, stakeholder engagement and corporate governance standards and is a signatory of the UN-backed Principles for Responsible Investment and the United Nations Global Compact.


Malone Mitchell 3rd

Mr. Mitchell is an American oil and gas veteran with over 25 years of experience in the industry. He founded Riata Energy (now SandRidge Energy, NYSD:SD) in 1985. He served as Operations Manager at Riata Energy until 1989 when he assumed the role of Chief Executive Officer and Chairman, which he held until June 2006. During this period, Riata grew from a $500 original investment to become one of the largest privately held energy companies and the largest privately held land driller in the US and has significant midstream and tertiary oil production operations. Until December 2006, Mr. Mitchell held the position of President and COO, when he decided to resign from daily management in the company. Prior to his involvement with Riata Energy, he worked in the oil field services industry on drilling rigs, workover units, road construction, and roustabout crews. Mr. Mitchell graduated from Oklahoma State University in 1983 with a Bachelor of Science degree. Mr. Mitchell is also actively involved in the venture capital and agriculture businesses.

Source: Viking press release

16 January 2013 NWR Press Release Pricing of EUR 275 million Senior Notes

Pricing of EUR 275 million Senior Notes

New World Resources Plc and New World Resources N.V. (‘NWR’ or the ‘Company’) jointly announce the pricing of EUR 275 million senior notes due 2021 (the ‘Notes’).

The Notes will be issued at par with a coupon of 7.875%. Closing of the issuance of the Notes is expected to occur on 23 January 2013.

The net proceeds of the Offering will be used to repay in full the outstanding amounts under NWR’s EUR 258 million principal amount of senior notes due 2015 (the ‘2015 Notes’), and for fees, expenses and general corporate purposes.

The Company’s 2015 Notes are callable at 101.844% of par, plus accrued and unpaid interest. NWR plans to issue a call notice for its 2015 Notes upon the closing of the Offering.

New World Resources N.V. is the issuing entity of the Notes and it will apply to list the Notes on the Official List of the Irish Stock Exchange and to admit the Notes for trading on the Global Exchange Market of the Irish Stock Exchange.

This document is for information purposes only and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The Notes mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or applicable state or foreign securities laws. The Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

For further information:

  • Investor Relations
  • Tel: +31 20 570 2244
  • Email: ir@nwrgroup.eu
  • Corporate Communications
  • Tel: +31 20 570 2229
  • Email: pr@nwrgroup.eu
Website: www.newworldresources.eu

About NWR:
New World Resources is one of Central Europe’s leading hard coal and coke producers. NWR produces quality coking and thermal coal for the steel and energy sectors in Central Europe through its subsidiary OKD, the largest hard coal mining company in the Czech Republic. NWR's coke subsidiary OKK, is Europe's largest producer of foundry coke. NWR currently has several development projects in Poland and the Czech Republic, which form part of NWR's regional growth strategy. NWR is a FTSE 250 company, with listings in London, Prague and Warsaw

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: info@nwrgroup.eu I www.newworldresources.eu 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.

Source: NWR Press Release

1 February 2012GE Capital Press Release GE healthymagination Fund invests in Check-Cap

GE healthymagination Fund invests in Check-Cap Ltd., developer
of ingestible imaging capsule that could detect colorectal cancer

Equity investment aligns with GE Healthcare’s focus on diagnostic imaging for colon cancer

NORWALK, Conn., USA; MILWAUKEE, Wis., USA; and ISFIYA, Israel – February 1, 2012 — GE Capital and GE Healthcare, the financial services and healthcare divisions of General Electric Company (NYSE: GE), announced today an investment in Check-Cap, Ltd., a developer of an ingestible imaging capsule that may help detect colorectal cancer. The investment is being made through the GE healthymagination Fund, an equity fund that makes investments in highly promising healthcare technology companies.

Check-Cap’s ingestible and disposable imaging capsule is planned to have the capability to image the colon in 3D. The capsule will require no bowel cleansing before ingestion and no hospital visit, allowing patients to go about their daily routines without having to alter their activities.

“Check-Cap’s technology is not only innovative but it presents great promise to change the standard of patient care and to help them avoid the discomfort of traditional colonoscopies,” said GE Vice President & GE Healthcare Chief Technology Officer Mike Harsh.

The investment is aligned with GE Healthcare’s expanding focus on colon cancer management solutions that can improve healthcare globally, as well as GE’s broader healthymagination initiative, which focuses on reducing cost, increasing patient access and improving quality in healthcare. Financial terms of the transaction were not disclosed.

Colorectal cancer is the third most common cancer in men and the second in women, according to the International Agency for Research on Cancer. Almost 60% of the cases occur in developed regions. About 608,000 deaths from colorectal cancer are estimated worldwide annually, accounting for 8% of all cancer deaths and making it the fourth most common cause of death from cancer. In the United States, colorectal cancer is the 3rd most common and the 2nd leading cause of cancer death.

In addition to the financial investment and as part of a broader collaboration, Check-Cap and GE Healthcare have entered into a development and supply agreement where GE Healthcare–Israel will develop, design and produce miniature Cadmium Zinc Telluride (CZT) diagnostic imaging sensors inside each Check-Cap capsule to enable clinicians to obtain full 360-degree imaging as the capsule travels in the colon. GE has years of experience in the area of CZT-based detectors and similar technologies have been used in GE Healthcare’s nuclear medicine and bone densitometry systems.

“Over the past 15 years GE Healthcare has benefited from Israel’s spirit of innovation and scientific discoveries,” said Oded Meirav, Manager of the GE Global Research–Israel Technology Center. “Seeking partnerships between a global company such as GE and Israeli high-tech companies like Check-Cap can truly be a win-win for all. This represents the first GE healthymagination Fund investment in Israel.”

The investment in Check-Cap reflects GE Healthcare’s continuing interest in innovative clinical stage healthcare technologies. As an investor, GE Healthcare will look for various ways to work with Check-Cap that complement the strategic objectives of its healthymagination initiative.

Check-Cap plans to introduce its ingestible imaging capsule in the European Union in late 2013, subject to CE Mark regulatory approval. The company also is in discussions with the United States Food & Drug Administration concerning appropriate clinical activities to support approval to market the product in the United States.

"We are pleased to have GE be a new investor and collaborator,” said Guy Neev, Chief Executive Officer of Check-Cap. “GE’s investment is an acknowledgement of the patient need we are addressing as well as the clinical promise of our technology. Colon cancer is the most deadly, preventable cancer that patients currently experience. Our goal is to reduce patient mortality by facilitating dramatically increased patient adherence with the physician screening recommendations, allowing earlier detection and treatment. GE’s experience in the imaging space will be a significant contribution to our efforts as we progress in our clinical and regulatory program towards commercialization.”

The GE healthymagination Fund is part of GE’s $6 billion healthymagination initiative, a global commitment to deliver better healthcare to more people at lower cost. The Fund targets three broad areas for investment:

  • Broad-based Diagnostics, including imaging, home health, patient monitoring, molecular
    diagnostics, pathology, novel imaging agents and other technologies for disease diagnosis
  • Healthcare Information Technology, including electronic medical records, clinical information
    systems, healthcare information exchanges and value-added data services
  • Life Sciences, including tools for drug discovery and biomedical research, and technologies for
    manufacturing of biopharmaceuticals and vaccines

The Fund draws on capabilities from across GE Healthcare, GE Capital and GE Global Research, and has a global footprint. For further information about the fund, visit www.healthymaginationfund.com.

About GE Healthcare
GE Healthcare provides transformational medical technologies and services that are shaping a new age of patient care. Our broad expertise in medical imaging and information technologies, medical diagnostics, patient monitoring systems, drug discovery, biopharmaceutical manufacturing technologies, performance improvement and performance solutions services help our customers to deliver better care to more people around the world at a lower cost. In addition, we partner with healthcare leaders, striving to leverage the global policy change necessary to implement a successful shift to sustainable healthcare systems.

Our “healthymagination” vision for the future invites the world to join us on our journey as we continuously develop innovations focused on reducing costs, increasing access and improving quality around the world. Headquartered in the United Kingdom, GE Healthcare is a unit of General Electric Company (NYSE: GE). Worldwide, GE Healthcare employees are committed to serving healthcare professionals and their patients in more than 100 countries. For more information about GE Healthcare, visit our website at www.gehealthcare.com.

For our latest news, please visit http://newsroom.gehealthcare.com About GE Capital

About GE Capital
GE Capital offers consumers and businesses around the globe an array of financial products and services. For more information, visit www.gecapital.com or follow company news via Twitter (@GECapital).

About Check-Cap Ltd.
Check-Cap is a medical device company focused on the development of gastrointestinal imaging devices. The Company’s lead product is an endoscopy capsule which utilizes proprietary, low energy X-ray-based measurement technology to safely generate high resolution 3-D imagery of the colon without cleansing or other aggressive bowel preparation. This patient-friendly solution is designed to be attractive to physicians and patients, thereby increasing the patient compliance with the screening recommendations of physicians and other healthcare professionals.

The Check-Cap imaging capsule is being developed to create a reconstructed image of the colon and to detect clinically significant polyps with high degree of sensitivity. The imaging capsule, which will be swallowed by the patient, is designed to be propelled by natural motility through the gastrointestinal tract. Unlike other colon cancer screening methods, this process will not disrupt a patient’s normal activities or require fasting. Patients using this imaging capsule will not be required to undergo any prior bowel cleansing because the imaging capsule employs X-rays, allowing it to image the lining of the colon even when surrounded by intestinal content.

Source: GE Capital Press Release

14 October 2011GGI Press Release Green Gas International - Appointment of new Chief Executive Officer

Green Gas International - Appointment of new Chief Executive Officer

Amsterdam, 14 October 2011: Green Gas International BV (Green Gas), an international leader in the production of clean energy and carbon credits from coal mine and landfill gas, announces that Joost Knoll will succeed Chris Norval as Chief Executive Officer (CEO) of the company, from 1 December 2011. The appointment will be formalized during the General Meeting of Shareholders, to be held on 2 November 2011.

Joost brings to Green Gas 25 years of management experience, from a variety of industries. Over the past decade, he successfully lead the Hertel Group, first as an Executive Board Member and from 2003 as CEO, during which time the company achieved strong growth. Whilst at Hertel, a major contractor to the Oil & Gas and Energy industry, Joost gained valuable insight into the markets and customer requirements also faced by Green Gas. Before heading Hertel, Joost developed broad experience in waste management over a decade in various different roles at BFI, Waste Management and AVR. This included serving as a Director of several divisions of AVR, the undisputed waste management industry leader in the Netherlands.

Derk Stikker, Chairman of the Board of Green Gas International B.V. said:

"We are grateful for all the effort Chris has put into the company. Today Green Gas International is in a unique situation from where it has a very strong base from which to grow. During the past twelve months, we have restructured the company so that there are no barriers to benefitting from the existing platform and to taking the company to the next level. I am confident that Joost is the right CEO for this task."

Chris Norval, who will continue to serve as a Non-Executive Director of Green Gas International said: "I am proud of what has been achieved at Green Gas, under my leadership, and am grateful to colleagues for their support over the years. I will support Joost and other members of the Board in achieving further growth and development of Green Gas."

Joost Knoll, CEO designate of Green Gas International B.V., added:

"I look forward to building upon the strong foundations laid by Chris Norval. Green Gas already has a good track record in Europe, and is achieving strong growth in the Americas. I will be looking to build on this and to increase the overall scale of operations. Green Gas and its customers have enormous potential to benefit from the company's unique propositon, namely: 'Managing the entire methane to energy project: from the design, build and investment to successful operation.' I'm very excited at the prospect of leading Green Gas and the business opportunities and potential the company has."

Joost Knoll (51) has a BSc from Rotterdam University and followed an MBA at Henley Business School - University of Reading. Joost resides in the Netherlands.

Source: GGI Press Release

20 September 2011AWT Press Release Pierre Timmermans becomes AWT Group new CEO

Pierre Timmermans becomes the new CEO at AWT Group

With effect from 1st October, former regional CEO of PSA International Europe Pierre Timmermans (50) will become the new CEO of the AWT Group. Mr. Timmermans will take over from Martin Frývaldský, who is returning to the team of the majority shareholder BXR Group, following his one-year mission at the helm of AWT.

“We have succeeded in finding the right CEO to lead the AWT Group into the next stage of its development. Our ambition is to grow AWT into a modern, admired and valuable international transport and logistics company,” Martin Frývaldský said. “We expect Pierre Timmermans to utilise his vast experience in the management of international logistic businesses with extensive operations,” he added.

“I look forward to taking over from Martin and leveraging AWT’s current strong position. I intend to expand the Group’s Central European footprint and further develop its integrated transport, forwarding and logistics capabilities. We can thus meet the growing demand of our international customer base,” Pierre Timmermans emphasised.

From 2003 to 2010, Pierre Timmermans headed the European division of global port operator PSA International, having previously worked in the top management of the European forwarding and logistics company Frans Maas. Throughout the 1990s, he also worked for the consulting firm McKinsey & Company, where he headed the transport and logistics practices. Pierre Timmermans is a graduate in industrial engineering and tax law. He is from the Netherlands and speaks Dutch, English, German and French.

Apart from attending to new responsibilities within the BXR Group, Martin Frývaldský will continue to contribute to the development of the AWT Group through his position on the Board of Directors.

“The past 12 months were a demanding period for the AWT Group. The Group faced the negative impacts of the global economic downturn, which hit the sectors of transport and logistics especially hard. It also had to accelerate its internal consolidation, unify its processes and evaluate the efficiency and potential of individual activities. This period has now ended and the experienced management team, headed by its new CEO is expected to take AWT into its next stage,” Martin Frývaldský concluded.

Source: AWT Press Release

22 March 2011Financial TimesMarex Financial in £94.5m deal for Spectron

Marex Financial in £94.5m deal for Spectron

Marex Financial, the commodities broker backed by a clutch of former Lehman Brothers bankers, has kick started an expansion drive with the acquisition of one of the world's top energy brokers.

The London-based metals and agricultural commodities brokerage will pay £94.5m to buy Spectron Group, a leading broker of over-the-counter energy derivatives, from Imarex, a Norway-based freight and energy broker.

The acquisition is Marex's first since it was bought last year by JRJ Group, a private equity firm founded by Jeremy Isaacs, the former head of Lehman's European operations, and Roger Nagioff, another ex-Lehman banker.

Other smaller shareholders include private equity groups Trilantic Capital Partners and BXR Group, while Mr Isaacs has recruited a team of well-known City figures, including former Man Group chief executive Stanley Fink, to sit on Marex's board.

Marex, which was formed from the European operations of bankrupt US broker Refco in 2006, has been in expansionary mode since it was bought by JRJ. It has increased its headcount nearly 50 per cent to about 300 and opened new offices in New York and Hong Kong.

The company is one of 12 ring dealers on the London Metal Exchange - the last remaining open outcry exchange in Europe - as well as having a significant presence in agricultural broking.

The acquisition of Spectron is based on JRJ's belief that European gas and power markets are set to witness a surge in trading activity as they become deregulated. Gas in Europe has traditionally been sold in long-term contracts linked to the oil price, but spot trading volumes have recently picked up. Spectron is among the top three brokers in the OTC gas and power markets in the UK and continental Europe.

Gavin Prentice, managing director of Marex, said: "Trading volume growth has been prompted by ongoing EU-wide efforts to increase competition in European gas and power. We see further deregulation in this market."

The acquisition will boost Marex's revenues by half to about $350m, Mr Prentice said, and its staff to nearly 500. The cash deal will be funded by a combination of cash and new equity, issued to Marex's existing shareholders.

Marex remains on the acquisition path. "We still see tremendous opportunities across the commodities and financial markets," Mr Prentice said. "Onwards and upwards."

Mr Nagioff, a founder of JRJ who recently took over as Marex chief executive, said: "This transaction is entirely consistent with, and supportive of, Marex's strategy of growing the firm to become the preeminent independent global broker across the commodities and financial asset classes."

Shares of Imarex, listed in Oslo, jumped 17.7 per cent on the news. Imarex paid £70m for Spectron in 2008.

Source: Financial Times

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