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.
5 September 2017 at 08:00 CEST
Nyrstar Netherlands (Holdings)
B.V. (the "Issuer"), a subsidiary of Nyrstar NV (the "Company" or
"Nyrstar"), announced today that it intends to offer approximately
€100,000,000 of 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 (the
"Notes due 2024") that were issued in March 2017 (the "Further
Notes Offer"). Like the Notes due 2024, the Further Notes will be
guaranteed by Nyrstar, as Parent Guarantor, and certain
subsidiaries of the Company.
The Issuer intends to use the net
proceeds from the Further Notes Offer to refinance amounts
outstanding under the 2018 Convertible Bonds (as defined below) and
to pay down indebtedness under, but not cancel, existing credit
agreements.
In connection with the foregoing,
the Issuer has launched a voluntary 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, conditional on, among
other conditions, the closing of the Further Notes Offer (the
"Tender Offer"). The 2018 Convertible Bonds may only be tendered in
minimum principal amounts of €100,000 and denominations of €100,000
thereafter.
The Tender Offer is being made
solely outside the United States to non-U.S. persons. Because the
Tender Offer is a voluntary tender offer and depends on holders of
the outstanding 2018 Convertible Bonds voluntarily tendering their
bonds, Nyrstar may receive tenders for less than the aggregate
principal amount of outstanding 2018 Convertible Bonds.
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 Further Notes
Offer or 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 offering or subscription of the
Further Notes or the participation in the Tender Offer 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 each of the Issuer, 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.
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. The Tender Offer is not being 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) or a resident and/or
located 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 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.
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 is 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 is not being 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 is being
carried out 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 can 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.
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:
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
Nyrstar NV (EU:NYR)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
Nyrstar NV (EU:NYR)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024