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
14 November 2017 at 5:45 p.m. CET
Nyrstar NV (the "Company") announces today the launch of an equity offering of approximately EUR 100 million worth of new shares through an accelerated book build offering (the "Placement") conducted under private placement exemptions.
Nyrstar intends to use the net proceeds of the Placement:
to fund EUR 30 million of the capital investment announced in August 2017 to restart the Myra Falls mine;
to fund the additional EUR 70 million of capital investment announced in February 2017 to complete the Port Pirie Redevelopment, which is now being ramped up and expected to deliver a substantial earnings uplift from 2018 onwards; and
to accelerate its strategy to further strengthen and start deleveraging the balance sheet.
Commenting on the Placement, Hilmar Rode, Chief Executive Officer said:
"By providing an immediate capital structure improvement, the Placement enables Nyrstar and its stakeholders to accelerate the delivery of the Company's clear strategic priorities, which are expected to result in a material uplift in earnings and a substantial deleveraging from 2018 onwards."
The issue price per new share and the number of new shares effectively placed will be announced after completion of the Placement, expected before opening of trading on Euronext Brussels on 15 November 2017, subject to acceleration.
If the Placement is not completed before opening of trading on 15 November 2017, trading in Nyrstar shares on Euronext Brussels will be suspended and resume following the publication of the results of the Placement.
J.P. Morgan Securities plc. and KBC Securities NV are acting as Joint Bookrunners in the Placement.
Urion Holdings (Malta) Ltd., a subsidiary of Trafigura Group Pte. Ltd. and shareholder of the Company, is fully supportive of the Placement and intends to, directly or indirectly through one or more of its affiliates, submit an order for an amount of at least EUR 25 million to the Joint Bookrunners. In addition, Hilmar Rode, Chief Executive Officer of the Company, is supporting the Placement and intends to submit an order (through one or more private banks). The Placement is open to institutional investors and such other investors as permitted under applicable private placement exceptions, as aforementioned, and any final allocation to investors, as the case may be, will be made based on customary objective and pre-identified criteria. No guarantee has been given as to the final allocation to Urion Holdings (Malta) Ltd. or any of its affiliates, Mr. Rode, or any private banking entities through which Mr. Rode's order is placed, that any allocation will be made to them or as to the size of any such allocation.
In relation to the Placement, the Company has agreed with the Joint Bookrunners a lock-up undertaking for a period of 180 calendar days, subject to certain exceptions.
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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 contact:
Anthony Simms Group Manager Investor Relations T: +41 44 745 8157 M: +41 79 722 2152 E: firstname.lastname@example.org
Franziska Morroni Group Manager Corporate Communications T: +41 44 745 8295 M: +41 79 719 2342 E: email@example.com
This communication is not a prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State of the EEA (as defined below)) and any implementing measure in each relevant Member State of the EEA (the "Prospectus Directive"). This communication cannot be used as basis for any investment agreement or decision. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the securities referred to herein.
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 to sell or issue, or any solicitation of an offer to purchase or subscribe for shares, and any purchase of, subscription for or application for, shares. This announcement and the information contained herein are not for publication, distribution or release in, or into, the United States, 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.
This announcement is not for distribution, directly or indirectly, in or into the United States. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. The Company and its affiliates have not registered, and do not intend to register, any portion of the offering of the securities concerned in the United States, and do not intend to conduct a public offering of securities in the United States.
An offer of securities to which this announcement relates is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), or such other investors as shall not constitute an offer to the public within the meaning of Article 3(2) of the Prospectus Directive. In addition, any offer of securities to which this announcement relates is in the United Kingdom being distributed only to, and is directed only at, (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, as amended (the "Order"), (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The offering of securities to which this announcement relates will only be available to, and any invitation, offer or agreement to subscribe for, purchase, or otherwise acquire securities will be 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 contents.
No announcement or information regarding the offering, listing or securities of the Company referred to above may be disseminated to the public in jurisdictions where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering or listing of securities of the Company in any jurisdiction where such steps would be required, except for the admission of the new shares on Euronext Brussels. The issue, exercise, or sale of, and the subscription for or purchase of, securities of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.
J.P. Morgan Securities plc., which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, and KBC Securities NV which is authorised by and under the supervision of the National Bank of Belgium and under the supervision on investor and consumer protection of the Belgian Financial Services and Markets Authority, are acting exclusively for the Company and no one else in connection with the Placement. In connection with such matters, the Joint Bookrunners, their affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Placement or any other matters referred to in this announcement.
The full press release can be downloaded from the following link: