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 NOR FOR DISTRIBUTION TO ANY U.S. PERSON.
14 September 2017 at 7:00 p.m. CEST
Nyrstar Netherlands (Holdings)
B.V. (the "Offeror"), a subsidiary of Nyrstar NV (the "Company" or
"Nyrstar"), announced today the results of its voluntary tender
offer (the "Tender Offer") to purchase for cash any and all of the
outstanding 4.25% convertible bonds due 2018 issued by Nyrstar in
an original aggregate principal amount of €120,000,000 (ISIN Code:
BE6258011566) (Common Code: 097373388) (the "2018 Convertible
Bonds"), of which an aggregate principal amount of €90,500,000
remains outstanding.
The Tender Offer was launched on 5
September 2017, and the acceptance period during which holders of
the outstanding 2018 Convertible Bonds could tender their bonds ran
from 5 September 2017 to 13 September 2017 at 4.00 p.m. CEST (the
"Expiration Date").
As at the Expiration Date,
€61,500,000 in aggregate principal amount of the outstanding 2018
Convertible Bonds were validly tendered pursuant to the Tender
Offer. The Offeror has decided to accept for repurchase all 2018
Convertible Bonds validly tendered in full, subject to the
conditions set forth in the memorandum regarding the Tender Offer
(the "Tender Offer Memorandum"), including satisfaction of the
completion of the issue of €100,000,000 additional senior unsecured
notes due 2024 (the "Further Notes"), to be consolidated with and
form a single series with the original €400,000,000 6.875% Senior
Notes due 2024.
Description
of the Convertible Bonds |
|
Original
outstanding Aggregate Principal Amount |
|
Aggregate
Principal Amount Tendered and Accepted |
|
Aggregate
Principal Amount Outstanding Following Completion of the Tender
Offer |
|
Purchase
Price |
4.25% Convertible Bonds due 2018
BE6258011566 / 097373388 |
|
€90,500,000 |
|
€61,500,000 |
|
€29,000,000 |
|
103.50 per cent. |
Subject to the satisfaction of
certain conditions, the Offeror will pay the purchase price and
accrued interest on the 2018 Convertible Bonds, and ownership of
the tendered 2018 Convertible Bonds will be transferred on or
around 15 September 2017 (the "Payment Date"). The Tender Offer is
expected to settle on the Payment Date, and all payments for 2018
Convertible Bonds validly tendered on or prior to the Expiration
Date and accepted for repurchase will be made on the Payment Date.
The Tender Offer is subject to conditions set forth in the Tender
Offer Memorandum, including satisfaction of the completion of the
issue of the Further Notes. Subject to applicable law, the Offeror
reserves the right, in its sole discretion, to waive any and all
conditions of the Tender Offer.
About
Nyrstar
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: www.nyrstar.com
For further information
Anthony Simms -
Group Manager Investor Relations |
T: +41 44 745 8157 |
M: +41 79 722 2152 |
anthony.simms@nyrstar.com |
Franziska Morroni -
Group Manager Corporate Communications |
T: +41 44 745 8295 |
M: +41 79 719 2342 |
franziska.morroni@nyrstar.com |
IMPORTANT NOTICE
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 Tender 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
participation in the Tender Offer may be subject to specific legal
or regulatory restrictions in certain jurisdictions. The Offeror
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 each of the Offeror, and the dealer manager and the tender agent
for the Tender Offer to inform themselves about, and to observe,
any such restrictions. If you are in any doubt as to the contents
of this announcement or the action you should take, you are
recommended to immediately seek your own financial and legal
advice, including as to any tax consequences resulting from the
Tender Offer, from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser.
The
Tender Offer has not been 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. This includes,
but is not limited to, facsimile transmission, electronic mail,
telephone and the internet and other forms of electronic
communication. Copies of this announcement are not being, and must
not be, directly or indirectly mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States. Any
purported tender of 2018 Convertible Bonds in the Tender Offer
resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of 2018
Convertible Bonds made by a person located in the United States or
any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be accepted.
Each person participating in the Tender Offer has represented that
it or any beneficial owner of the 2018 Convertible Bonds or any
person on whose behalf such person is acting is not a U.S. person
(as defined under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act")) or a resident and/or located in the United
States. 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,
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. For the purposes of this and the above paragraph, "United
States " means the United States of America, its territories and
possessions, any state of the United States of America and the
District of Columbia.
This
announcement has not been, and will not be, submitted for approval
or recognition to the Financial Services and Markets Authority
(Autorité des Services et Marchés Financiers /
Autoriteit voor Financiële Diensten en Markten). The Tender
Offer was made under Article 6, §3, 3° of the Belgian Act of 1
April 2007 on public takeover bids (as amended from time to time)
(the "Belgian Takeover Act"). Accordingly, the Tender Offer does
not constitute a public offering as defined in Articles 3, §1, 1°
and 6, §1 of the Belgian Takeover Act. This announcement has been
issued exclusively for the purpose of the Tender Offer.
Accordingly, the information contained in this announcement may not
be used for any other purpose or disclosed to any other person in
Belgium.
The
Tender Offer has not been made, directly or indirectly, to the
public in the Republic of France ("France"). This announcement has
not been, or will not be, distributed to the public in France, and
only (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii)
qualified investors (investisseurs qualifiés),
other than individuals, acting for their own account, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 to D.411-4 of the French Code monétaire et
financier, are eligible to participate in the Tender Offer.
This announcement has not been, or will not be, submitted for
clearance to or approved by the Autorité des
Marchés Financiers.
None of
this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Tender Offer has been, or
will be, submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to applicable Italian laws and regulations. The
Tender Offer was conducted in the Republic of Italy ("Italy") as an
exempted offer pursuant to Article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and Article 35-bis, paragraph 3, of
CONSOB Regulation No. 11971 of 14 May 1999, as amended (the
"Issuer's Regulation") and, therefore, is intended for, and
directed only at qualified investors (investitori
qualificati) (the "Italian Qualified Investors"), as defined
pursuant to Article 100, paragraph 1, letter (a) of the Financial
Services Act and Article 34-ter, paragraph 1,
letter (b) of the Issuers' Regulation. Accordingly, the
Tender Offer cannot be promoted, nor may copies of any document
related thereto be distributed, mailed or otherwise forwarded, or
sent in Italy other than to Italian Qualified Investors. Holders or
beneficial owners of the 2018 Convertible Bonds who are Italian
Qualified Investors resident and/or located in Italy could only
tender the 2018 Convertible Bonds for purchase through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended
from time to time) and in compliance with any other applicable laws
and regulations and with any requirements imposed by CONSOB or any
other Italian authority.
This
announcement may not be distributed or circulated in The
Netherlands, other than to persons or entities which are "qualified
investors" (gekwalificeerde beleggers) as
defined in Article 1:1 of the Dutch Financial Supervision Act
(Wet op het financieel toezicht).
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. The Tender Offer
to which this announcement relates was made only to relevant
persons and was engaged in only with relevant persons. Any person
who is not a relevant person should not act or rely on this
announcement or any of its content. This announcement must not be
distributed, published, reproduced or disclosed (in whole or in
part) by recipients to any other person.
The full press release can be downloaded from the following link:
Press Release (English)
Press Release (Dutch)
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Nyrstar via Globenewswire
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