Nyrstar successfully completes its convertible bond offering
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
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
Nyrstar successfully completes its
convertible bond offering
Balen, Belgium (2 July 2009) - Nyrstar NV ("Nyrstar" or the
"Company") announces today that it successfully completed the
offering (the "Offering") of EUR 105 million unsubordinated unsecured
convertible bonds, due 2014 (the "Bonds").
The securities were 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 will have a coupon of 7 per cent per annum, payable semi-annually
in arrears. The conversion price is EUR 7.6203 per share and is set
at a premium of 27.5 per cent to the volume weighted average price of
the Company's ordinary shares on Euronext Brussels from launch to
pricing. If all of the Bonds were to be converted into new ordinary
shares at the aforementioned conversion price, 13,778,998 new
ordinary shares would be issued, representing a dilution of 13.8 per
cent of the Company's ordinary share capital (before any exercise of
the over-allotment option referred to below).
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.
Payment for and delivery of the Bonds are expected to take place on
or about July 10, 2009. The payment and delivery are subject to
customary conditions precedent for this type of transaction.
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 has agreed 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
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 has been 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.
- end -
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.
Director Legal and
T: +44 20 7408 8120
T: +44 20 7408 8161
M: +44 7912 269 497
T: +32 14 449 646
M: +32 473 637 892
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
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
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.
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.