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.
27 February 2017 at 08.15 CET
Nyrstar Netherlands (Holdings)
B.V. (the "Issuer"), a subsidiary of Nyrstar NV (the "Company" or
"Nyrstar"), announced today that it intends to offer approximately
€350 million of senior unsecured notes (the "Notes") with an
expected maturity in 2024 (the "Notes Offer"). The 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 Notes Offer to refinance amounts outstanding
under the 2018 Convertible Bonds (as defined below) and to pay down
indebtedness under, but not cancel, existing revolving facility
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 million (ISIN Code: BE6258011566) (Common Code: 097373388)
(the "2018 Convertible Bonds"), conditional on, among other
conditions, the closing of the 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. Any persons reading this
announcement should inform themselves of and observe any such
restrictions.
No
communication and no information in respect of the 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
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 in the United
States. The securities referred to herein may not be offered
or sold in the United States absent registration with the United
States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. The
Issuer has not registered, and does not intend to register, any
part of the Notes Offer in the United States, and has not
conducted, and does not intend to conduct, a public offering of
Notes in the United States.
The
Tender Offer is being made solely outside the United States to
non-U.S. persons.
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 Notes requiring a publication of a prospectus
in any member State of the European Economic Area. As a
result, the 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
distribution of this press release is not made, and has not been
approved, by an "authorised person" within the meaning of Article
21(1) of the Financial Services and Markets Act 2000. As a
consequence, this press release is directed only at persons who (i)
are located outside the United Kingdom, (ii) are investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), (iii) are persons to whom it may be lawfully
communicated, falling within Article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, etc.) of the Order or
(iv) are persons to whom this press release may otherwise lawfully
be communicated (all such persons together being referred to as
"Relevant Persons"). The Notes are directed only at Relevant
Persons and no invitation, offer or agreements to subscribe,
purchase or otherwise acquire or sell Notes may be proposed or made
other than with Relevant Persons. Any person other than a
Relevant Person may not act or rely on this document or any
provision thereof. This press release is not a prospectus
which has been approved by the Financial Conduct Authority or any
other United Kingdom regulatory authority for the purposes of
Section 85 of the Financial Services and Markets Act 2000.
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.411-3 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.
This
announcement has not been, or will not 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 4, 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).
In
connection with the issue of the 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 Notes or effect
transactions with a view to supporting the market price of the
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 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 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)
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