. Update on Restructuring – recapitalisation steps commence
Nyrstar NV (“Nyrstar” or the “Company”, and, together with its subsidiaries (the “Operating Group”), the “Group”)) today provides an update on the Recapitalisation terms announced on 15 April 2019 and publishes certain key documents, including the practice statement letter and the report prepared by the independent directors by the Company in accordance with article 524 of the Belgian Company Code on its website.

NN2 Newco Limited and NN1 Newco Limited incorporation and bond accessions

Nyrstar informs the holders of the 5% convertible bonds due 2022 issued by Nyrstar NV on 11 July 2016 (ISIN: BE6288132101) (the Convertible Bonds) and the holders of the €340,000,000 8 ½% Senior Notes due 2019 and the €500,000,000 6.875% Senior Notes due 2024 issued by Nyrstar Netherlands (Holdings) B.V. (the High Yield Notes) that in accordance with the requisite bondholder consents received on 21 May 2019 (pursuant to two successful consent solicitations in relation to the High Yield Notes and at a convertible bondholder meeting in relation to the Convertible Bonds):

(i) two third supplemental indentures have been entered into with respect to the High Yield Notes (1) effecting (a) the amendments sought in the consent solicitations, including the accession of NN2 Newco Limited as a co-issuer of the High Yield Notes, changing the governing law of the High Yield Notes to English law and providing for the submission to the jurisdiction of the courts of England and Wales and (b) the accession of NN1 Newco Limited as a guarantor of the High Yield Notes, in each case effective and operative as of the date hereof and (2) documenting the waivers sought in the consent solicitations, in each case effective and operative since 21 May 2019. The third supplemental indentures bind all holders of the High Yield Notes, including those that did not give their consent; and

(ii) a supplemental trust deed has been entered into with respect to the Convertible Bonds, pursuant to which (1) the amendments sought at the convertible bondholder meeting have been effected (primarily in relation to a change to the jurisdiction provisions in the Convertible Bonds to make submission to the jurisdiction of the English courts reciprocal) and (2) NN2 Newco Limited has acceded as a co-obligor in respect of the Convertible Bonds, with a separate supplemental agency agreement having been entered into to document this. A deed of waiver has also been entered into in order to memorialise the waivers granted pursuant to the consent solicitations.

Furthermore, in connection with the accession of NN1 Newco Limited as a guarantor under the High Yield Notes and in accordance with the terms of the Convertible Bonds, NN1 Newco Limited has also acceded as a guarantor under the Convertible Bonds through the execution of an amendment and restatement deed in respect of the existing guarantee.

This follows the incorporation of NN2 Newco Limited and NN1 Newco Limited, two English subsidiaries of Nyrstar NV to implement the Recapitalisation.

Practice Statement Letter - launch of Scheme

Following the execution of the accessions and amendment documents described above, NN2 Newco Limited has published a practice statement letter in relation to a scheme of arrangement (under Part 26 of the Companies Act 2006) to be proposed by NN2 Newco Limited in respect of the High Yield Notes and the Convertible Bonds (the Scheme). The practice statement letter recounts the circumstances that led to the signing of the lock-up agreement and the recapitalisation terms, in accordance with the Company’s past press releases and its annual report.

The holders of the High Yield Notes and Convertible Bonds are invited to view the terms of the Practice Statement Letter.

A copy of the practice statement letter may be found on the Information Agent’s website: www.lucid-is.com/nyrstar, and further information may be requested from:

Lucid Issuer Services Limited (as Information Agent for the Scheme)
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom