Share Issue/Capital Change • Sep 30, 2014
Share Issue/Capital Change
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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.
30 September 2014, 11.20 am CEST
In accordance with Article 15 §1 of the Belgian Act of 2 May 2007 on the disclosure of major shareholdings, Nyrstar NV ("Nyrstar" or the "Company") announced today that 170,022,544 new shares have been issued on 30 September 2014 pursuant to the completion of its offering of new shares with (non-statutory) preferential subscription rights for the existing shareholders of the Company in an aggregate amount of €251,633,365.12 (the "Rights Offering").
As a result of the Rights Offering:
In addition to the outstanding shares, Nyrstar has outstanding convertible bonds in an aggregate principal amount of €120,000,000. The convertible bonds can be converted at any time at the current conversion price of (rounded) €3.71 per share. The conversion price can be adjusted in a number of circumstances. Based on the current (rounded) conversion price, if all remaining convertible bonds were converted, 32,345,013 new shares would be issued.
Pursuant to the completion of the Rights Offering, the voluntary conditional public tender offer in cash (the "Tender Offer") by Nyrstar Netherlands (Holdings) B.V. (the "Offeror"), a wholly owned subsidiary of the Company, to purchase, for an aggregate principal amount of up to €320,000,000, (i) any-and-all of the €220,000,000 aggregate principal amount of outstanding 5.5 per cent. fixed rate bonds issued by the Company on 9 April 2010 and due 9 April 2015 (ISIN BE6000680668), and (ii) up to an aggregate principal amount of €100,000,000, outstanding €515,000,000 5.375 per cent. fixed rate bonds issued by the Company on 11 May 2011 and due 11 May 2016 (ISIN BE6220236143), has become unconditional. For more information on the Tender Offer, please see the tender offer memorandum (the "Tender Offer Memorandum") prepared by the Offeror. The Tender Offer Memorandum has been approved by the Belgian Financial Services and Markets Authority on 15 September 2014 and is available in English, Dutch and French. Subject to certain restrictions, copies of the Tender Offer Memorandum are available without charge upon request in Belgium from KBC Bank on +32 78 152 153 (Dutch or English) and +32 78 152 154 (French), and from BNP Paribas Fortis on +32 2 433 41 31 (French or English) and +32 2 433 41 34 (Dutch or English). Subject to certain restrictions, the Tender Offer Memorandum may be accessed on the website of KBC Bank (www.kbc.be/nyrstar) and the website of BNP Paribas Fortis (www.bnpparibasfortis.be/emissies (Dutch or English) and www.bnpparibasfortis.be/emissions (French or English)), as well as on the website of Nyrstar (www.nyrstar.com). Moreover and subject to the same restrictions, copies of the Tender Offer Memorandum are available, without charge, at Zinkstraat 1, B-2490 Balen, Belgium, telephone number: +32 14 44 95 00.
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 commercial operations located in Europe,
the Americas, China and Australia and employs approximately 6,500 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.
Investors:
Media:
Dirk Delmartino Brunswick Group (Brussels) T: +32 2 235 6510 Pip Green Brunswick Group (London) T: +44 20 7404 5959 [email protected]
Amy Rajendran Group Manager Investor Relations T: +41 44 745 8103 M: +41 79 722 3089 E: [email protected]
This announcement is for general information only and does not constitute an offer to sell or to purchase or the solicitation of an offer to buy or to sell, nor shall there be any sale or purchase of, the securities referred to herein, in any jurisdiction in which such offer, solicitation, sale or purchase 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 securities may not be offered or sold in the United States (as 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 and its affiliates have not registered, and do not intend to register, any portion of the offering of the securities concerned in the United States, and do not intend to conduct a public offering of securities in the United States.
In any Member State of the European Economic Area that has implemented the Prospectus Directive, other than Belgium (in respect of the Rights Offering and the Tender Offer), this communication 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, to the extent implemented in any relevant Member State) and includes any relevant implementing measures in any Member State.
This communication 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 companies, 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 offerings are 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.
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States, and no offer may be made by any such use, means, instrumentality or facility from or within the United States or to persons located in the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet.
This communication is not a prospectus for the purposes of the Prospectus Directive in relation to the Rights Offering or a tender offer memorandum for the purposes of the Belgian Act of 1 April 2007 on public takeover bids, as amended (the "Takeover Act") in relation to the Tender Offer. A prospectus and tender offer memorandum prepared and made available in accordance with the Prospectus Directive and Takeover Act, as the case may be, has been published, which can be obtained, amongst others, from the Company. The Tender Offer Memorandum in relation to the Tender Offer can be obtained as aforementioned. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus in relation to the Rights Offering, and holders of retail bonds of Nyrstar should not sell any such bonds referred to in this document except on the basis of information contained in the Tender Offer Memorandum in relation to the Tender Offer. Investors and holders of such bonds 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 relevant prospectus or tender offer memorandum that has been or will be published or disseminated by the Company. This communication cannot be used as basis for any investment agreement or decision.
No announcement or information regarding the offering, listing, tender offer 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, listing, tender offer, or securities of the Company in any jurisdiction outside of Belgium where such steps would be required. The issue, exercise, or sale of, the subscription for or purchase of, and the tender offer in relation to, 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.
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