Statement of Ownership (sc 13g)
September 03 2019 - 10:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
New Gold Inc.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
644535106
(CUSIP Number)
August 23, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 644535106
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1.
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Names of Reporting Persons.
Exor N.V.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
The
Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power:
36,107,277
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6.
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Shared Voting Power:
0
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7.
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Sole Dispositive Power:
36,107,277
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8.
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Shared Dispositive Power:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,107,277
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class
Represented by Amount in Row (9)
5.37%*
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12.
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Type of Reporting Person
(See Instructions)
HC, CO
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*
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Based on 672,865,291 common shares issued and outstanding upon completion of the C$150 million treasury
offering, as reported in the short form prospectus dated August 23, 2019
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Page 2 of 6 pages
CUSIP No. 644535106
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1.
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Names of Reporting Persons.
Exor Investments (UK) LLP
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United
Kingdom
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power:
36,107,277
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6.
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Shared Voting Power:
0
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7.
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Sole Dispositive Power:
36,107,277
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8.
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Shared Dispositive Power:
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,107,277
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class
Represented by Amount in Row (9)
5.37%*
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12.
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Type of Reporting Person
(See Instructions)
PN
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*
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Based on 672,865,291 common shares issued and outstanding upon completion of the C$150 million treasury
offering, as reported in the short form prospectus dated August 23, 2019
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Page 3 of 6 pages
Item 1.
New Gold Inc.
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(b)
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Address of Issuers Principal Executive Offices
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Brookfield Place
181 Bay Street,
Suite 3510
Toronto, Ontario, M5J 2T3
Canada
Item 2.
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(a)
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Name of Person Filing
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Exor N.V.
Exor Investments (UK)
LLP
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(b)
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Address of Principal Business Office or, if none, Residence
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Exor N.V.
Gustav Mahlerplein 25
Amsterdam, 1082 MS
The
Netherlands
Exor Investments (UK) LLP
28 Headfort Place
London, SW1X
7DH
United Kingdom
Exor N.V. the Netherlands
Exor Investments (UK) LLP United Kingdom
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(d)
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Title of Class of Securities
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Ordinary Shares, no par value
644535106
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Exor N.V.:
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(g)
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G)
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Exor Investments (UK) LLP:
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(j)
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a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
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If filing as a non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Investment Manager
Page 4 of 6 pages
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(a)
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Amount beneficially owned:
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See the responses to Item 9 on the attached cover pages.
See the responses to Item 11 on the attached cover pages.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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See the responses to Item 5 on the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote
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See the responses to Item 6 on the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition of
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See the responses to Item 7 on the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition of
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See the responses to Item 8 on the attached cover pages.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company.
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Exor Investments (UK) LLP:
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(j)
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a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
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If filing as a non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Investment Manager
Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable
Item 9.
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Notice of Dissolution of Group.
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Not Applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
Page 5 of 6 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 3, 2019
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Exor N.V.
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By
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/s/ Enrico Vellano
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Name:
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Enrico Vellano
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Title:
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Chief Financial Officer
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Exor Investments (UK) LLP
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By
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/s/ Matteo Scolari
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Name:
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Matteo Scolari
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Title:
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Managing Director
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Page 6 of 6 pages
INDEX TO EXHIBITS
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99.1
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Joint Filing Agreement
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