- Nyrstar provides an update on the second extraordinary general meeting to be held on 30 June 2020
26 June 2020 at 21.45 CEST
Nyrstar NV (the “Company”), in light of a decision issued today by the court of Antwerp, provides an update on the second extraordinary general meeting to be held on 30 June 2020 with the resolutions regarding the proposal for dissolution of the Company as agenda points.
In accordance with Belgian law, the Board of Directors of the Company had proposed the resolutions in respect of the dissolution of the Company to the extraordinary shareholders meeting of 30 June 2020 following the decision by the shareholders to reject the continuation of the Company's activities (which was proposed by the Board of Directors) at the extraordinary general meeting on 9 December 2019.
The Company then took note of the statement by the Belgian financial regulator (the “FSMA”) of 2 June 2020. According to this statement the FSMA was of the opinion that the Company should postpone the decision on the dissolution of the company until at least 3 months after the court decision in the proceedings for the appointment of a panel of experts had been handed down.
Following this notification, as announced on 10 June 2020, the Board of Directors had further exchanges with the FSMA. In view of the decision of the extraordinary shareholders’ meeting of 9 December 2019 whereby the shareholders rejected the proposal to continue the operations of the Company, the Board was under an obligation to convene a shareholders’ meeting to resolve on the dissolution of the Company. A decision regarding the voluntary dissolution of the Company belongs to the competence of the shareholders’ meeting only.
Taking into account all of the above, the Board formally convened the shareholders’ meeting with a proposal to postpone the voting on the dissolution of the Company until three months after the final decision on the appointment of an expert in the aforementioned proceedings and a recommendation that the shareholders approve the postponement to this effect during such extraordinary general meeting to be held on 30 June 2020. The Board also asked Urion Holdings (Malta) Ltd, an indirect subsidiary of Trafigura Group Pte Ltd. (“Trafigura”), at the request of the FSMA to disclose whether or not it will vote in favour of postponement of the vote on dissolution, Nyrstar has received no response and therefore is not aware, and has never been aware, of Trafigura’s voting intention.
Minority shareholders, including Mr. Kris Vansanten, then initiated summary proceedings before the court of Antwerp to request the court to order that the decision on the dissolution of the company be postponed (i) until three months after a final report will have been issued by a body of experts whose appointment is requested in separate proceedings before the court, or, alternatively (ii) until three months after a final decision will have been rendered in the aforementioned proceedings regarding the appointment of a body of experts.
The court of Antwerp dismissed the minority shareholders’ claim for a postponement until three months after a final report will have been issued by a body of experts whose appointment is requested. However, the court did accept their claim for a postponement of the decision on dissolution of the Company until three months after a final decision will have been rendered in the proceedings regarding the appointment of a body of experts.
Consequently, the second extraordinary general meeting planned for 30 June 2020 with the resolutions regarding the proposal for dissolution of the Company as agenda points will be postponed, in compliance with the court order.
The annual general shareholders’ meeting and first extraordinary general shareholders’ meeting, including the agenda items on the change of the Company’s name and the amendment of the Articles of Association to the Belgian Code of Companies and Associations, will continue to take place on 30 June 2020.
The convening documentation for the annual general shareholders’ meeting and the first extraordinary general shareholders’ meeting to be held on 30 June 2020 has been published on the Company’s website (www.nyrstar.be). The practical modalities and procedure of the meetings have also been published on the Company’s website (https://www.nyrstar.be/en/investors/share-and-bondholder-information/shareholder-meetings).
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
Nyrstar: Resignation of Auditor to avoid potential conflict of interest
26 June 2020 at 21.50 CEST
Nyrstar NV (the “Company”) today provides an update in respect of certain litigation and the impact on the mandate of Deloitte Bedrijfsrevisoren as the Company’s statutory auditor.
As announced on 2 June 2020, on Friday 29 May 2020 a group of minority shareholders of the Company, including Mr. Kris Vansanten, issued the Company and its directors with a writ of summons to appear before the Turnhout commercial court in Antwerp, Belgium.
The Company has been informed that Deloitte Bedrijfsrevisoren, the Company’s auditor, has also received such writ of summons in the same proceedings.
Deloitte Bedrijfsrevisoren has informed the Company that it has carefully considered this writ of summons and that it will defend itself against such claims and that, therefore, considering the legal framework governing the independence of auditors and to avoid any perception of potential conflicts of interest arising in the future between the auditor, the Company and its shareholders, it resigns as auditor of the Company as of 1 July 2020.
Deloitte Bedrijfsrevisoren will be present at the general meetings of 30 June 2020 to explain its resignation to the shareholders’ meetings and respond to any questions of the shareholders regarding its report of 12 February 2020 on the annual accounts ended 31 December 2019 within the framework set by Belgian law.
In accordance with the legal framework applicable to it, the Company will now seek the appointment of a new auditor and will convene a shareholders’ meeting to propose the appointment of such auditor as soon as such auditor is identified.