Regulated information
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
Completion of the Rights Offering - Disclosure of outstanding voting securities
29 February 2016, 3.00 pm CET
Nyrstar NV ("Nyrstar" or the "Company") announced today in accordance with Article 15 of the Belgian Act of 2 May 2007 on the disclosure of significant shareholdings in issuers whose securities are admitted to trading on a regulated market and containing various provisions (the "Belgian Act") that 608,165,740 new shares have been issued on 29 February 2016 pursuant to the completion of its offering of new shares with statutory preferential subscription rights for the existing shareholders of the Company in an aggregate amount of € 273,674,583.00 (including issue premium) (the "Rights Offering").
As a result of the completion of the Rights Offering:
- Nyrstar's share capital has been increased by € 63,188,420.39 to bring it from € 34,004,508.80 to € 97,192,929.19; and
- the number of shares representing Nyrstar's share capital has been increased by 608,165,740 shares to bring it from 327,473,863 to 935,639,603 shares.
Taking into account the completion of the Rights Offering, the status of Nyrstar's share capital and outstanding voting securities as at 29 February 2016 can be summarised as follows:
- Total outstanding share capital: € 97,192,929.19
- Total outstanding voting securities: 935,639,603
- Total outstanding voting rights (denominator): 935,639,603
- Total outstanding convertible bonds: 4.25% senior unsecured convertible bonds due 2018 for an aggregate principal amount of € 120 million (the "2018 Convertible Bonds")
- Shares that can still be issued: up to 55,555,555 new shares (each entailing one voting right) can be issued upon the conversion of all of the outstanding 2018 Convertible Bonds at their current conversion price of € 2.16 per share. The conversion price is subject to adjustments.
Pursuant to the Belgian Act and the articles of association of the Company, a notification to the Company and to the Belgian Financial Services and Markets Authority (FSMA) is required by all natural and legal persons in each case where the percentage of voting rights attached to the securities held by such persons in the Company reaches, exceeds or falls below the threshold of 3%, 5%, 7.5%, 10%, 15%, 20% and further multiples of 5%, of the total number of voting rights in the Company.
- end -
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
IMPORTANT INFORMATION
This announcement is for general information only and 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 (as defined in Regulation S under the U.S. Securities Act) 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.
In any Member State of the European Economic Area that has implemented the Prospectus Directive, other than Belgium (in respect of the Offering), this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) and includes any relevant implementing measures in any Member State.
This announcement is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated falling within Article 49(2) (A) to (D) of the Order (all such persons together being referred to as "relevant persons"). The Offering is only available to, and any invitation, offer or agreement to subscribe, purchase, or otherwise acquire or sell such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This announcement is not a prospectus within the meaning of the Prospectus Directive in relation to the Offering. A prospectus prepared and made available in accordance with the Prospectus Directive has been published, and can be obtained as mentioned above. 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 communication 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. No announcement or information regarding the offering, listing or securities of the Company referred to above may be disseminated to the public in jurisdictions outside of Belgium where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering or listing of securities of the Company referred to above in any jurisdiction outside of Belgium where such steps would be required. The issue, exercise, or sale of, and the subscription for or purchase of, securities of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.
The full press release can be downloaded from the following link:
