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Annual Report and Accounts 2011 / Additional Information / Shareholder information 

Shareholder information

Radek Němeček
Head of Investor Relations

Radek Němeček 
 Radek Němeček  Radek Němeček  Radek Němeček
NWR, listed on the London, Prague and Warsaw stock exchanges, completed its reincorporation in the United Kingdom during 2011 and is now included in the FTSE 250 and FTSE 350 Mining indices, which provides even greater exposure to an international investor community. The Company has just over 36 per cent free float with shareholders in the US and Europe including UK, Poland, and the Czech Republic. We are fully dedicated to an ongoing dialogue with our shareholders, analysts and potential new investors..

Markets

As at 31 December 2011, A Shares of NWR were listed on the London Stock Exchange (‘LSE’), the Prague Stock Exchange (‘PSE’) and the Warsaw Stock Exchange (‘WSE’).

Share ownership

Share capital

Details about NWR’s share capital are presented in Note 22 of the Consolidated Financial Statements on pages 153–155.

Shareholder structureShareholder information

Reincorporation in the United Kingdom

On 11 April 2011, the Board of NWR and the board of NWR NV announced a recommended share offer for all of the A Shares of EUR 0.40 each in the capital of NWR NV (the ‘Offer’). The full terms and conditions of the Offer were set out in a combined prospectus and offer document jointly published by the two companies on 11 April 2011, as amended and supplemented by a supplementary prospectus and offer document on 18 May 2011.

A summary of the Offer is as follows:

  • 5 May 2011: First closing – NWR held 97.01 per cent of the NWR NV A shares (256,780,388 of 264,698,715 NWR NV A shares);
  • 19 May 2011: Second closing – NWR held 98.05 per cent of the NWR NV A shares (259,549,442 of 264,698,715 NWR NV A shares);
  • 1 June 2011: Third closing – NWR held 98.88 per cent of the NWR NV A shares (261,723,917 of 264,698,715 NWR NV A shares);
  • 15 June 2011: Fourth closing – NWR held 99.31 per cent of the NWR NV A shares (262,878,446 of 264,698,715 NWR NV A shares); and
  • upon the fifth and final closing on 30 June 2011, NWR held 99.63 per cent of the NWR NV A shares (263,721,429 of 264,698,715 NWR NV A shares).

On 19 July 2011, NWR initiated a compulsory squeeze-out procedure in accordance with Dutch law under which NWR intended to acquire all remaining outstanding shares in NWR NV, which amounted to approximately 0.37 per cent of shares in NWR NV held by other shareholders.

On 30 September 2011, NWR issued a total of 397,969 A Shares to certain shareholders of NWR NV, pursuant to a private sharefor- share exchange agreement entered into between the Company and specific shareholders; after which NWR held 99.78 per cent of the NWR NV A shares (264,119,398 of 264,698,715 NWR NV A shares) leaving the outstanding amount of shares for squeeze-out at 0.22 per cent of NWR NV share capital.

For the résumés of Mr. Bakala and Mr. Kadas please refer to page 64 of the Board and Management section of this report.

The following table sets forth the relevant ownership interests in NWR Plc:

Shareholder information

Majority shareholder

The controlling shareholder of NWR, BXRM, owns approximately 63.65 per cent of the A Shares and as a result has effective control of NWR.

BXRM is indirectly owned by BXRG. BXRG also owns indirectly, through RPG Property, 100 per cent of the B Shares. Accordingly, BXRG has a 63.65 per cent indirect interest in A Shares and a 100 per cent of interest in the B Shares.

BXRG is an international investment group focused on investments in Central and Eastern Europe. It also has investments in Western Europe. BXRG typically takes large or controlling stakes in companies and is active in the management of its investments. In addition to the investment in NWR, BXRG currently has also investments in real estate, logistics, green energy, financial services and other industries.

Changes in the majority shareholder structure during 2011

In May 2011, BXRM acquired 168,274,654 A Shares in the Company, as a result of acceptance of the share for share exchange offer of series A Shares in NWR NV for A shares of NWR Plc. Following that, BXRM held 65.53 per cent of A Shares in NWR Plc. As a result of the further acceptances of the exchange offer, as well as the share issuances in September 2011, the shareholding decreased to 63.65 per cent of A Shares. More details can be found in Purchase and issue of shares paragraph of this section.

Free float

At the date of publishing this Annual Report and Accounts, public shareholders held approximately 36.35 per cent of A Shares. The Company has received no filings under the DTR 5, and no public information is available with respect to the ownership of shares. The geographical concentration of the free float is depicted in the chart below – take for the latest share ID from KingWorldwide.

Purchase and issue of sharesShareholder information

In 2011, NWR did not purchase any of its own shares. In November 2011, NWR redeemed 50,000 Redeemable Non-Voting Preference Shares of GBP 1 each, held by BXRM, which were cancelled upon the redemption. During 2011, the Company issued a total of 659,554 of A Shares, which comprised the following: on 14 September, NWR issued 261,585 new A Shares to the Board’s Chairman under his Stock Option Plan; on 30 September NWR issued 397,969 new A Shares to certain shareholders of NWR NV, pursuant to private share-for-share exchange agreements entered into between the Company and such NWR NV shareholders.

On 2 August 2011 NWR also applied for a Block Listing of 5,514,755 A Shares under the Employee Stock Option Plan. Authority was given to the Directors at the Company’s general meeting held on 8 April 2011 to allot unissued A Shares up to an aggregate nominal amount of EUR 35,293,162, and further nominal amount of EUR 35,293,162 in connection with an offer by way of a rights issue. Authority was also given to allot unissued B Shares up to an aggregate nominal amount of EUR 1,333, and a further nominal amount of EUR 1,333 in connection with an offer by way of a rights issue. Further authority was given allowing the Company to make market purchases of up to 26,469,871 of its own A Shares. As these authorities expire at the forthcoming 2012 Annual General Meeting of Shareholders (‘AGM’), the Directors will be seeking new authorities, details of which are set out in the Company’s Notice of AGM.

Voting and transfer of shares

NWR's Articles of Association do not contain specific restrictions on the size of the shareholder’s holding or on the transfer of shares. Not is the Company aware of any agreements between shareholders that may result in the restrictions on the transfer of securities and/or voting rights.

NWR’s Articles of Association do not contain, and the Company is not aware of, any restrictions on voting rights including any limitations on voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights and arrangements by which, with the Company’s co-operation, financial rights carried by securities are held by a person other than the holder of the securities. For further information please refer to the Corporate Governance section of the Company’s website www. newworldresources.eu.

Annual General Meeting of Shareholders

The AGM of the Company will be held at on 26 April 2012 at The Dorint Hotel, Amsterdam, the Netherlands at 10.00 CET. Full details relating to the AGM, including the explanatory notes, are contained in the Notice of AGM published on 14 March 2012. The Notice sets out the resolutions to be proposed at the AGM and an explanation of each resolution. All documents relating to the AGM are available on the Company’s website at www.newworldresources.eu.

Shareholder information

Share price information

The table below shows the closing share prices for the period indicated for the A Shares on each of the stock exchanges listed below.

Allotments of equity securities

During the period under review, no allotments of equity securities in NWR were made in exchange for cash other than the delivery of shares to the Chairman of the Board (also described in the Remuneration Report from pages 94 onwards of this Annual Report).

Dividend policy

NWR’s dividend policy is to target distribution of approximately 50 per cent of the Mining Division’s consolidated annual net income over the course of the business cycle, to be paid as interim and final dividends. The dividend for NWR is declared in Euros. Holders of A Shares may elect to receive their dividend in Euros or Pounds Sterling. The default election will be deemed to be Euros, if a shareholder expresses no preference. Subject to various exceptions and exemptions, shareholders are generally subject to Dutch dividend withholding tax at the rate of 15 per cent on dividends distributed by NWR, which sum NWR is required to withhold and account for to the Dutch tax authorities. Shareholders should consult their own tax advisers as to the particular tax consequences for them as a result of receiving dividends from NWR.

Dividends on A Shares

NWR paid an interim dividend for the half-year ended 30 June 2011 of EUR 0.16 per A Share. The Directors of NWR have proposed a final dividend for the year ended 31 December 2011 of EUR 0.07 per A Share paid to A Shareholders on 2 May 2012. Together with the interim dividend of EUR 0.16 per A Share paid in September 2011, this takes the full year dividend payable to A Shareholders to EUR 0.23 per Share in respect of the year ended 31 December 2011. This represents an approximately 50 per cent payout ratio for 2011. Payment of the final dividend is subject to shareholder approval at the Annual General Meeting, which will be held on 26 April 2012.

Provision of the Annual Report and Accounts

The 2011 Annual Report and Accounts of NWR is available on the Company’s website at www.newworldresources.eu. A hard copy of the report can be requested from the Investor Relations team. Shareholders may also inspect the report at the Company’s headquarters in the Netherlands.

Radek Němeček
Head of Investor Relations
ir@nwrgroup.eu