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 NOR FOR DISTRIBUTION TO ANY U.S. PERSON.
5 September 2017 at 6:30 p.m. CEST
Nyrstar Netherlands (Holdings) B.V. (the "Issuer"), a subsidiary of Nyrstar NV (the "Company" or "Nyrstar"), announced today that it has priced its offering (the "Further Notes Offer") of €100,000,000 additional senior unsecured notes due 2024 (the "Further Notes"). The Further Notes were priced at 101.50% and will be consolidated with and form a single series with the original €400,000,000 6.875% Senior Notes due 2024 (the "Notes due 2024") that were issued in March 2017. Like the Notes due 2024, the Further Notes will be guaranteed by Nyrstar, as parent guarantor, and certain subsidiaries of the Company. The issuance of the Further Notes, which is subject to conditions, is expected to occur on 15 September 2017.
The Issuer intends to use the net proceeds from the Further Notes Offer to refinance amounts outstanding under the convertible bonds due 2018 issued by Nyrstar and to pay down indebtedness under, but not cancel, existing credit agreements.
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 4,300 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:
The information contained in this announcement is for general information only and does not purport to be full or complete. This announcement 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 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, nor to any U.S. person. Any persons reading this announcement should inform themselves of and observe any such restrictions.
No communication and no information in respect of the Further Notes Offer may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offering or subscription of the Further Notes may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Issuer takes no responsibility for any violation of any such restrictions by any person.
These materials are not an offer for sale of securities. The distribution of this announcement in certain jurisdictions (in particular the United States and the United Kingdom) may be restricted by law. Persons into whose possession this announcement comes are required by the Issuer to inform themselves about, and to observe, any such restrictions.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended, notably by Directive 2010/73/EU, and as implemented respectively in each Member State of the European Economic Area (the "Prospectus Directive"). 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 action has been undertaken or will be undertaken to make an offer to the public of the Further Notes requiring a publication of a prospectus in any Member State of the European Economic Area. As a result, the Further Notes may only be offered in Member States of the European Economic Area:
(a) to qualified investors (as defined in Article 2(1)(e) of the Prospectus Directive); or
(b) in any other circumstances, not requiring the Issuer to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.
The communication of this announcement is not being made, and has not been approved, by an "authorised person" within the meaning of Section 21 of the U.K. Financial Services and Markets Act 2000. Accordingly, this announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons.
This announcement does not constitute an offer to sell securities or a solicitation to buy securities in the United States. Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities mentioned in this announcement have not been and will not be registered under the U.S. Securities Act and Nyrstar does not intend to make a public offer of its securities in the United States.
In connection with the issue of the Further Notes, Deutsche Bank AG, London Branch acting as stabilising manager or any person acting on behalf of Deutsche Bank AG, London Branch may over-allot Further Notes or effect transactions with a view to supporting the market price of the Further Notes at a level higher than that which might otherwise prevail. However, there is no assurance that Deutsche Bank AG, London Branch or any person acting on behalf of Deutsche Bank AG, London Branch will undertake stabilisation action. Any stabilisation measure may begin on or after the date on which adequate public disclosure of the final terms of the Further Notes Offer is made and, if begun, may be ended at any time, but it must end no later than 30 calendar days after the date on which the Issuer received the proceeds of the issue or no later than 60 calendar days after the date of allotment of the Further Notes, whichever is earlier. The stabilisation measures can take place over the counter (OTC) or on the Euro MTF Market of the Luxembourg Stock Exchange. Any stabilisation measure or over-allotment must be conducted by Deutsche Bank AG, London Branch or any person acting on behalf of Deutsche Bank AG, London Branch in accordance with all applicable laws and rules.
The full press release can be downloaded from the following link: