Regulated Information
29 January 2016
This announcement is made in accordance with Article 593 of the Belgian Companies Code. This announcement does not constitute an offer or invitation to sell or issue, or a solicitation of an offer to purchase or subscribe for securities.
On 18 January 2016, the extraordinary general shareholders' meeting ("EGM") of Nyrstar NV (the "Company") decided to increase the Company's share capital with a maximum amount of EUR 275 million (including issue premium) with statutory preferential subscription rights for the existing shareholders of the Company to subscribe for the new shares. The EGM also approved to delegate to certain directors and certain members of the senior management of the Company the powers to further implement the capital increase with statutory preferential subscription rights, subject to certain terms and conditions.
This announcement is made subject to (i) the approval of a prospectus by the Belgian Financial Services and Markets Authority (FSMA) and (ii) a decision of the placement committee appointed by the EGM (as applicable, together with the Joint Bookrunners and Trafigura (as defined by the decision of the EGM) to further implement the capital increase with statutory preferential subscription rights.
In view of the date of publication of this announcement and in view of the provisions of the Belgian Companies Code, the subscription period for the capital increase with statutory preferential subscription rights (which will last for at least fifteen calendar days) can start on 8 February 2016 at the earliest. The final amount of the capital increase with statutory preferential subscription rights, the number of new shares to be issued, the issue price of the new shares, the subscription ratio to subscribe for the new shares, the final starting and ending date of the subscription period, and the other terms of the capital increase with statutory preferential subscription rights are still to be determined by the placement committee appointed by the EGM (as applicable, together with the Joint Bookrunners and Trafigura) and will be included in a future announcement which will be released in due course, but at the latest before the opening of the subscription period, on the website of the Company (www.nyrstar.com) and in the Belgian financial press.
This announcement is an announcement only for purposes of Article 593 of the Belgian Companies Code. This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, nor shall there be any sale or purchase of, the securities referred to herein, in any jurisdiction in which such offer, invitation, solicitation, sale, issue, purchase or subscription would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This announcement is not for distribution, directly or indirectly, in the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would be prohibited by applicable law. Any persons reading this announcement should inform themselves of and observe any such restrictions. This announcement is not an offer of securities for sale in the United States of America. The securities referred to herein may not be offered or sold in the United States of America absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company and its affiliates have not registered and do not intend to register any part of any offering in the United States of America, and have not conducted and do not intend to conduct a public offering of securities in the United States of America. Any offering of securities will be made by means of an offering document that will contain detailed information about the Company and management as well as financial statements. This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended and as implemented respectively in each member State of the European Economic Area (the "Prospectus Directive"). A prospectus will be published, which, if and when published, can be obtained, amongst others, from the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus. Investors may not accept an offer of securities referred to herein, nor acquire or sell such securities, unless on the basis of information contained in the prospectus. This announcement cannot be used as basis for any investment agreement or decision. This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer to buy or subscribe for securities in any jurisdiction. The Company is responsible for the information in this announcement.
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About Nyrstar
Nyrstar is a global multi-metals business, with a market leading position in zinc and lead, and growing positions in other base and precious metals, which are essential resources that are fuelling the rapid urbanisation and industrialisation of our changing world. Nyrstar has mining, smelting, and other operations located in Europe, the Americas and Australia and employs approximately 5,000 people. Nyrstar is incorporated in Belgium and has its corporate office in Switzerland. Nyrstar is listed on Euronext Brussels under the symbol NYR. For further information please visit the Nyrstar website: www.nyrstar.com
For further information contact:
Anthony Simms Group Manager Investor Relations T: +41 44 745 8157 M: +41 79 722 2152 anthony.simms@nyrstar.com
Greg Morsbach Group Manager Corporate Communications T: +41 44 745 8295 M: +41 79 719 2342 gregory.morsbach@nyrstar.com
The full press release can be downloaded from the following link:
