Capital/Financing Update • Jul 6, 2016
Capital/Financing Update
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Regulated Information – Inside 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
6 July 2016 at 7.20 pm CEST
Nyrstar NV ("Nyrstar" or the "Company") announces today the successful placement of senior guaranteed unsecured convertible bonds due 2022 (the "Bonds") for a principal amount of EUR 115 million (the "Offering").
The issuance of the Bonds is an additional measure to strengthen the Company's balance sheet. The net proceeds from the issuance of the Bonds are intended to extend the Company's debt maturity profile, and increase its financial flexibility and liquidity.
Bill Scotting, Chief Executive Officer of Nyrstar, said: "We are pleased by the support from the market. The successful offering allows us to diversify our funding sources and lengthen the average maturity of our indebtedness at attractive levels. The Company will continue to consider attractive alternative financing options as and when they present themselves."
Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, and J.P. Morgan Securities plc acted as joint bookrunners (together, the "Joint Bookrunners") and KBC Bank NV acted as co-lead manager in respect of the Offering.
The Bonds will be issued at 100% of their principal amount and will have a coupon of 5% per annum, payable semiannually in equal instalments in arrear. The conversion price was set at EUR 9.60, representing a premium of 27% above the volume weighted average price of the Company's ordinary shares on Euronext Brussels from launch to pricing. Closing and settlement of the Offering are expected to take place on or around 11 July 2016.
The Bonds were placed with institutional investors outside the United States in accordance with Regulation S under the U.S. Securities Act only.
The Company 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 calendar days after the closing of the Offering, and (ii) the date of publication of the Company's interim management statement relating to its trading during Q3 2016.
Listing of the Bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange will be sought, and is expected to take place no later than three months following the closing of the Offering.
The Bonds will constitute senior, unsubordinated and unsecured obligations of the Company. In addition, the Company will procure that certain of its subsidiaries will provide a guarantee on a senior unsecured basis at terms substantially similar to, and ranking pari passu with, the guarantees provided under the indenture for the outstanding 8 1 /2 % Senior Notes due 2019 issued by Nyrstar Netherlands (Holdings) B.V., subject to material statutory, legal and existing contractual limitations. If the guarantees are not in place within 90 calendar days following the closing of the Offering, each holder of Bonds may require the Company to redeem such bondholder's Bond(s) 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.
Nyrstar intends to convene an extraordinary general shareholders' meeting ("EGM") to be held no later than 31 January 2017 to authorise the issuance of new ordinary shares upon conversion of the Bonds and certain provisions included in the terms and conditions of the Bonds that are triggered upon a change of control. Holders of Bonds shall have the right to convert the Bonds into new and/or existing ordinary shares of the Company on the condition that the EGM 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 EGM, the Company shall be entitled to redeem all of the Bonds (but not some only) 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 holders of Bonds 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 commencing on the second dealing day after the relevant conversion date.
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.
| Anthony Simms | Group Manager Investor Relations | T: +41 44 745 8157 | M: +41 79 722 2152 | E: [email protected] |
|---|---|---|---|---|
| Greg Morsbach | Group Manager Corporate Communications | T: +41 44 745 8295 | M: +41 79 719 2342 | E: [email protected] |
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 this term is defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act. 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, 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 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. 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. This announcement cannot be used as basis for any investment agreement or decision.
The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person as their client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for giving advice in relation to the Offering or any other transaction in connection therewith.
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