Nyrstar launches an offer of up to EUR 120 million convertible bonds, due 2014

2 juli 2009 THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW The current news release constitutes regulated information as defined in the Belgian Royal Decree of November 14, 2007, regarding the obligations of issuers of financial instruments that have been admitted to trading on a regulated market News Release Nyrstar launches an offer of up to EUR 120 million convertible bonds, due 2014 Balen, Belgium (2 July 2009) - Nyrstar NV ("Nyrstar" or the "Company") announces today that it has launched an offering (the "Offering") of up to EUR 120 million unsubordinated unsecured convertible bonds, due 2014 (the "Bonds"). The securities will be placed through an accelerated bookbuilt placement with institutional investors (outside the United States), conducted by Goldman Sachs International, acting as Sole Global Coordinator and Sole Bookrunner in connection with the Offering. The Bonds will be issued at 100 per cent of their principal amount and are expected to have a coupon of between 7 per cent and 7.5 per cent per annum, payable semi-annually in arrears. The conversion price is expected to be set at a premium of between 22.5 per cent and 27.5 per cent to a reference share price equal to the volume weighted average price of the Company's ordinary shares on Euronext Brussels from launch to pricing. The final terms of the Bonds are expected to be announced through a separate press release at the end of the accelerated bookbuilding period, which is expected to be later today. Nyrstar has granted to Goldman Sachs International and ING Belgium SA/NV, acting as Managers in connection with the Offering, an over-allotment option of up to EUR 15 million, which, if exercised in full by Goldman Sachs International, on behalf of the Managers, would increase the total size of the Offering to up to EUR 120 million. This option can be exercised, in part or in full, at any time up to (and including) July 7, 2009. The net proceeds from the issue of the Bonds will be used by Nyrstar to diversify its funding sources and strengthen its balance sheet liquidity as well as to fund organic or external growth opportunities as they may arise, consistent with the Company's strategy. The Company will agree to certain restrictions 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 2009. Bondholders shall have the right to convert the Bonds into new and/or existing ordinary shares of the Company if an extraordinary general shareholders' meeting of the Company approves, inter alia, the increase of the ordinary 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 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 intends to convene an extraordinary general shareholders' meeting to authorise the issue of new ordinary shares upon conversion of the Bonds. Umicore and Glencore, who hold 5.25% and 7.79%, respectively, of the Company's ordinary shares, have expressed their support for the transaction and have advised the Company that they intend to vote in favour of the proposed resolutions at the forthcoming extraordinary general shareholders' meeting. Application will be made to the Luxembourg Stock Exchange to list the Bonds on the official list of the Luxembourg Stock Exchange and to admit the Bonds to trading on the Luxembourg Stock Exchange's Euro MTF Market, barring unforeseen circumstances. For an overview of the main terms of the Offering, please see attached. - end - About Nyrstar The partner of choice in essential resources for the development of a changing world. Nyrstar is a leading global multi-metals' business, producing significant quantities of zinc and lead as well as other products (including silver, gold and copper). Nyrstar is listed on NYSE Euronext Brussels under the symbol NYR. For further information visit the Nyrstar website, www.nyrstar.com. Contacts Michael Morley Director Legal and External Affairs T: +44 20 7408 8120 michael.morley@nyrstar.com Investors Chris James Group Manager, Investor Relations T: +44 20 7408 8161 M: +44 7912 269 497 chris.james@nyrstar.com Media Geert Lambrechts Communications Advisor T: +32 14 449 646 M: +32 473 637 892 geert.lambrechts@nyrstar.com STABILISATION/FSA. IN CONNECTION WITH THE ISSUE OF THE BONDS, GOLDMAN SACHS INTERNATIONAL ACTING AS STABILISING MANAGER OR ANY PERSON ACTING ON BEHALF OF GOLDMAN SACHS INTERNATIONAL 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 GOLDMAN SACHS INTERNATIONAL OR ANY PERSON ACTING ON BEHALF OF GOLDMAN SACHS INTERNATIONAL 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 GOLDMAN SACHS INTERNATIONAL OR ANY PERSON ACTING ON BEHALF OF GOLDMAN SACHS INTERNATIONAL IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM PART OF ANY OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY, SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE BONDS (AND THE COMPANY'S ORDINARY SHARES) MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NYRSTAR DOES NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE UNITED STATES OR TO CONDUCT AN OFFERING OF SECURITIES IN THE UNITED STATES. THE OFFERING IS BEING CONDUCTED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF NOVEMBER 4, 2003 (AS IMPLEMENTED IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE "PROSPECTUS DIRECTIVE"). IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THE BONDS ARE BEING OFFERED ONLY TO QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE, IN ACCORDANCE WITH THE RESPECTIVE REGULATIONS OF EACH MEMBER STATE IN WHICH THE BONDS ARE OFFERED. THIS ANNOUNCEMENT IS DIRECTED ONLY AT THE FOLLOWING PERSONS IN THE UNITED KINGDOM: (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (II) PERSONS WHO ARE "HIGH NET WORTH ENTITIES" AND OTHER PERSONS, TO WHOM THIS ANNOUNCEMENT MAY BE LEGALLY DISTRIBUTED WITHIN THE MEANING OF ARTICLE 49(2) (A) TO (D) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "QUALIFIED PERSONS"). IN THE UNITED KINGDOM, THE SECURITIES ARE INTENDED ONLY FOR QUALIFIED PERSONS, NO INVITATION, OFFER OR AGREEMENTS TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITIES MAY BE PROPOSED OR CONCLUDED OTHER THAN WITH QUALIFIED PERSONS AND ANY PERSON OTHER THAN A QUALIFIED PERSON MAY NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. THE BONDS WILL NOT BE OFFERED, SOLD OR DELIVERED TO THE PUBLIC IN THE REPUBLIC OF ITALY ("ITALY") OTHER THAN: (I) TO QUALIFIED INVESTORS (INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO ARTICLE 100, PARAGRAPH 1(A), OF LEGISLATIVE DECREE NO 58, 24 FEBRUARY 1998 (THE "FINANCIAL SERVICES ACT") AS AMENDED AND RESTATED FROM TIME TO TIME AND ARTICLE 34-TER, PARAGRAPH 1(B) OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED AND RESTATED FROM TIME TO TIME (THE "CONSOB REGULATION"); OR (II) IN OTHER CIRCUMSTANCES PROVIDED UNDER ARTICLE 100 OF THE FINANCIAL SERVICES ACT AND ARTICLE 34-TER, CONSOB REGULATION, WHERE EXEMPTIONS FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 94 OF THE FINANCIAL SERVICES ACT ARE PROVIDED. ANY PURCHASE OF OR APPLICATION FOR BONDS OF THE COMPANY PURSUANT TO THE OFFERING SHOULD ONLY BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THE FINAL PROSPECTUS TO BE ISSUED BY THE ISSUER IN DUE COURSE IN CONNECTION WITH THE OFFERING. Attachment: Term Sheet This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.