| 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 |
Regulated information
17 September 2013
Nyrstar NV ("Nyrstar" or the "Company") announces today the successful placement (the "Offering") of senior, unsecured convertible bonds, due 2018 (the "Bonds"), for a principal amount of EUR 120 million.
Goldman Sachs International acted as Sole Global Coordinator and Joint Bookrunner, and J.P. Morgan Securities plc acted as Joint Bookrunner.
The Offering size may be increased to a maximum principal amount of EUR 135 million if the over-allotment option granted to the Joint Bookrunners is exercised in full at the latest on 23 September 2013.
Payment for and delivery of the Bonds are expected to take place on or about 25 September 2013. The payment and delivery are subject to customary conditions precedent for this type of transaction.
The Bonds will be issued at 100% of their principal amount and have a coupon of 4.25% per annum, payable semi-annually in equal instalments in arrear. The conversion price is EUR 4.9780 per share and is set at a premium of 35.0 per cent to the reference share price of EUR 3.6874, being the volume weighted average price of the Company's ordinary shares on Euronext Brussels from launch to pricing.
The Bonds were placed through an accelerated bookbuilt placement with institutional investors outside the United States in accordance with Regulation S under the Securities Act only.
Nyrstar intends to convene an extraordinary general shareholders' meeting to be held no later than 31 January 2014 to authorise the issue of new ordinary shares upon conversion of the Bonds. Bondholders shall have the right to convert the Bonds into new and/or existing ordinary shares of the Company on the condition that the extraordinary general shareholders' meeting of the Company approves, inter alia, the increase of the share capital of the Company in an amount and for a duration sufficient for the purposes of converting the Bonds into new ordinary shares of the Company. Absent the approval by the extraordinary general shareholders' meeting, the Company shall be entitled to redeem all of the Bonds in cash at the greater of (i) 102% of the principal amount of the Bonds, together with accrued interest, and (ii) 102% of the fair value of the Bonds, together with accrued interest. If the Company does not elect to redeem the Bonds, the bondholders shall be entitled to receive, upon conversion, an amount in cash based on the volume weighted average price of Nyrstar's ordinary shares during 20 dealing days following the conversion.
The Company has agreed to certain customary restrictions (subject to customary exceptions) on its ability to issue or dispose of ordinary shares, convertible bonds or related securities during a period commencing today and ending on the date that is the later of (i) 90 days after the closing of the Offering, and (ii) the date of publication of the press release of the Company relating to its trading during Q3 2013.
Listing of the Bonds on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange will be sought to take place no later than three months following the closing date of the transaction.
Heinz Eigner, Chief Financial Officer of Nyrstar, said:
"Once again, we are very pleased by the support provided by the market for Nyrstar. The successful issuance of EUR 120 million of 5-year convertible bonds is a continuation of Nyrstar's prudent financial strategy to ensure we access a diversified range of financing markets to efficiently manage our debt position. We leveraged the opportunity represented by the currently favourable market conditions to obtain financing early and on attractive terms taking into account our outstanding convertible bond maturing in July 2014. This successful Offering puts us in a stronger position to prepare for the refinancing of other debt instruments in the medium term and possible additional funding requirements to support our growth opportunities."
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About Nyrstar
Nyrstar is an integrated mining and metals business, with market leading positions in zinc and lead, and growing positions in other base and precious metals; 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, China and Australia and employs over 7,000 people. Nyrstar is incorporated in Belgium and has its corporate office in Switzerland. Nyrstar is listed on NYSE Euronext Brussels under the symbol NYR. For further information please visit the Nyrstar website, www.nyrstar.com
For further information contact:
Jaideep Thatai Manager Investor Relations T: +41 44 745 8103 M: +41 79 722 3089 jaideep.thatai@nyrstar.com
Sheela Pawar de Groot Group Manager Corporate Affairs T: +41 44 745 8154 M: +41 79 722 6917 sheela.pawar@nyrstar.com
Geert Lambrechts Manager Corporate External Communications T: +32 14 449 646 M: +32 473 637 892 geert.lambrechts@nyrstar.com
IMPORTANT INFORMATION
This announcement is for general information only and does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale 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.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the "U.S. Securities Act"), and the Bonds and the Company's shares may not be offered or sold in the United States or to U.S. persons (as these terms are defined in Regulation S under the U.S. Securities Act) unless these securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Nyrstar has not registered, and does not intend to register, any portion of the offering of the securities concerned in the United States, and does not intend to conduct a public offering of securities in the United States.
In the European Economic Area, the Bonds are only offered to at qualified investors within the meaning of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive").
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may 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 Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Stabilisation/FCA: In connection with the issue of the Bonds, J.P. Morgan Securities plc acting as stabilising manager or any person acting on behalf of J.P. Morgan Securities plc may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that J.P. Morgan Securities plc or any person acting on behalf of J.P. Morgan Securities plc will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by J.P. Morgan Securities plc or any person acting on behalf of J.P. Morgan Securities plc in accordance with all applicable laws and rules.
This announcement cannot be used as basis for any investment agreement or decision.
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:
