On 15 April 2019, Nyrstar NV (“Nyrstar” or the “Company”) announced (the “15 April Announcement”) that it had entered into a lock-up agreement for the recapitalisation of the Group with representatives of its key financial creditor groups (the “Lock-Up Agreement”).
For further details of the terms of the Recapitalisation, please refer to the 15 April Announcement and to the subsequent announcements made by Nyrstar. All capitalised terms in this announcement shall have the meanings given to them in the 15 April Announcement unless otherwise defined.
US Chapter 15 Recognition Order granted
By way of update, on 30 July 2019, the United States Bankruptcy Court, Southern District of New York, granted recognition of the Scheme of Arrangement of NN2 Newco Limited pursuant to Chapter 15 of the Bankruptcy Code.
Final Completion of the Recapitalisation
Nyrstar also announces that all the Recapitalisation steps have now been completed today (in accordance with the timetable previously announced). Accordingly, the Recapitalisation of the Nyrstar Group is now fully effective including:
the 2019 Notes, 2024 Notes and the Convertible Bonds (together the “Notes”) have been released in exchange for the issuance of new securities to the holders of such Notes
the SCTF, the Unsecured Facilities, the TFFA and the Bridge Finance Facility have each been amended and restated (as described in the Practice Statement Letter published by NN2 Newco Limited on 19 June 2019)
the €160 million New Revolving Facility has been provided
Trafigura now holds 98% of the outstanding shares in NN2 Newco Limited, with the Company holding the remaining 2% of shares in NN2 Newco Limited
Further to the announcement made on 27 June 2019, Nyrstar confirms that Hilmar Rode will remain a director and will continue to take up the responsibilities of Chief Executive Officer of Nyrstar, whilst Nyrstar notes that Daniel Vanin has today been appointed as the Chief Executive Officer of the Operating Group now indirectly controlled by Trafigura.
None of the Trustees, the Information Agent or any of their respective agents accepts any responsibility for the information contained in this announcement and none of Nyrstar NV, NN2 Newco Limited, the Trustee, the Information Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the practice statement letter. No offer to acquire any Convertible Bonds or 2024 Notes or 2019 Notes is being made pursuant to this announcement. If beneficial holders are in any doubt as to the action they should take, they should seek their own financial and legal advice, including in respect of any tax consequences, immediately from their broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
This announcement does not constitute an offer to purchase the Convertible Bonds or High Yield Notes or the solicitation of an offer to sell Convertible Bonds or High Yield Notes. This notice is addressed only to holders of the Convertible Bonds and/or High Yield Notes who are persons to whom it may otherwise be lawful to distribute it (“relevant persons”). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES, BONDS OR OTHER SECURITIES OF NYRSTAR NV. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
The Nyrstar group 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. The Nyrstar group has mining, smelting and other operations located in Europe, the Americas and Australia and employs approximately 4,200 people. The Company is incorporated in Belgium and, following completion of the recapitalisation/restructuring has a 2% shareholding in the Nyrstar group. The Company is listed on Euronext Brussels under the symbol NYR. For further information please visit the Nyrstar website: www.nyrstar.be