THIS NOTICE 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
Nyrstar: Meeting of Holders of 5.00% Convertible Bonds to be held on 29 July 2019
12 July 2019 at 8:00 CEST
Nyrstar NV (“Nyrstar” or the “Company”, and, together with its subsidiaries, the “Group”) today invited the holders (the “Bondholders”) of the 5.00% Convertible Bonds due 2022 issued by the Company on 11 July 2016 (ISIN Code: BE6288132101) to attend a general meeting of Bondholders (the “Meeting”).
This Meeting is convened to seek the approval by Bondholders of certain proposed resolutions, in order to facilitate the implementation of the financial restructuring (the “Restructuring”) that has been announced by the Company on 15 April 2019 (the “15 April Announcement”), which sets out the details of the Restructuring and the lock-up agreement entered into by, among others, the Company, Trafigura Pte Ltd, certain of the Group’s lenders, certain holders of the 8.5% senior notes due 2019 and 6.875% senior notes due 2024 each issued by Nyrstar Netherlands (Holdings) B.V. and certain Bondholders (the “Lock-Up Agreement”). For further details on the terms of the Restructuring, please refer to the 15 April Announcement.
The Bondholders that are party to the Lock-Up Agreement represent more than 97% of the aggregate outstanding principal amount of the Bonds (the “Supporting Holders”). In accordance with the terms of the Lock-Up Agreement, the Supporting Holders have agreed to promptly take all actions which are reasonably required or desirable in order to support, facilitate and implement or otherwise give effect to the Restructuring, including voting in favour of the proposed resolution set out in the notice convening the Meeting.
The Meeting will be held on Monday 29 July 2019 at 12:00 CEST, at the registered office of the Company: Zinkstraat 1, 2490 Balen, Belgium. For further details of the Meeting and the proposed resolutions, please refer to the notice convening the Meeting which has been published on the Nyrstar website (https://www.nyrstar.com/en/investors/share-and-bondholder-information/bondholder-information) and on the website of the Tabulation Agent. Further details about the Meeting and how to participate can be obtained from the Tabulation Agent:
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Tel: +44 20 7704 0880
Fax: +44 20 3004 1590
Attention: Thomas Choquet
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 4,100 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 Head of Investor Relations and Insured Risk T: +41 44 745 8157 M: +41 79 722 2152 firstname.lastname@example.org
Franziska Morroni Head of Communications T: +41 44 745 8295 M: +41 79 719 2342 email@example.com
None of the Trustee, the Tabulation Agent or any of their respective agents accepts any responsibility for the information contained in this announcement and none of the Company, the Trustee, the Tabulation Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Meeting. This announcement must be read in conjunction with the notice convening the Meeting. No offer to acquire any Bonds is being made pursuant to this announcement. This announcement and the notice convening the Meeting contain important information, which should be read carefully before any decision is made with respect to the Meeting. If beneficial holders are in any doubt as to the action they should take, they should seek their own financial and legal advice, including in respect of any tax consequences, immediately from their broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
This announcement and the notice convening the Meeting do not constitute an offer to purchase Bonds or the solicitation of an offer to sell Bonds. This announcement and the notice convening the Meeting is addressed only to holders of the Bonds who are persons to whom it may otherwise be lawful to distribute it (“relevant persons”). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES, BONDS OR OTHER SECURITIES OF NYRSTAR NV. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.