Nyrstar NV publication notice for the 2021 annual general meeting of shareholders to be held on 28 june 2022 and provides an additional update on the put option review process
May 27, 2022 at 07:00 CEST
Nyrstar NV (the “Company”) has today published the convening notice for the 2021 Annual General Meeting of Shareholders to be held on 28 June 2022 at 11:00 a.m. CEST.
The Annual General Meeting will be held physically with no virtual option available. The practical details of the meeting are specified in the notice of meeting which has been published on the Company’s website (https://www.nyrstar.be/en/investors/share-and-bondholder-information/shareholder -meetings).
The full notice, including the agenda, proposed resolutions and explanatory note, can be viewed on the above mentioned Nyrstar website.
In addition, the Company provides an update regarding the put option the Company holds in relation to its (entire) 2% investment in NN2 NewCo Limited (“NN2”), which owns the operating group Nyrstar, allowing it to sell such 2% to Trafigura New HoldCo (or, at Trafigura New HoldCo’s option, to any other member of the Trafigura Group who may lawfully make any relevant purchase) for a fixed amount of €20 million (the “Option sale “).
As announced on November 18, 2021, the Company has appointed Moore Belgium, to prepare an independent expert report for the independent directors of the Company (“Committee of Independent Directors”), in the context of article 7:97 of the Belgian Code of Companies and Associations. The independent expert’s report will give an opinion to the Committee of Independent Directors on the interest for the Company, taking into account all the relevant circumstances, of the exercise or non-exercise of the Put Option.
In deciding whether or not to exercise the put option, the committee of independent directors will also give due consideration to any justified third party offers, including non-Trafigura shareholders of the company and/or other stakeholders and third party, which it may receive for the 2% stake in NN2. Any such offer for the 2% stake in NN2 had to be made to the Company before February 15, 2022. As indicated in the annual report and financial statements published on April 13, 2022, the Company did not receive any offers.
The Independent Expert’s review has commenced and is progressing as planned, and is expected to be finalized in July 2022. Once the Committee of Independent Directors has received and reviewed the final report, it will make a recommendation to the Company’s Board, at which time the board will decide whether or not to exercise the put option, or sell the 2% stake in NN2 to a third party, before the expiry of the put option on July 31, 2022.
Further details regarding the Put Option are provided on the Company’s website (https://www.nyrstar.be/~/media/Files/N/Nyrstar-IR/results-reports-and-presentations/ english/2021/put-option-over-nn2-summary-for-website.pdf). At the General Meeting on June 28, 2022, a further update will be provided and Company shareholders will have the opportunity to ask questions about the put option review process.
About Nyrstar NV
The Company is incorporated in Belgium and, following the completion of the recapitalisation/restructuring, holds a 2% stake in the Nyrstar group. The Company is listed on Euronext Brussels under the symbol NYR. For more information, please consult the Nyrstar website: www.nyrstar.be.
About Moore Belgium
Moore Belgium is the largest independent professional services provider in Belgium. Moore Belgium provides services in the areas of accounting, auditing, business analysis, business consulting, corporate finance, interim management, and tax and legal services. As a member of Moore Global – a global accountancy and advisory network – Moore Belgium assists clients in over 100 countries. You can find more information about Moore Belgium on www.moore.be
For more information, contact:
Anthony Simms – Head of External and Legal Affairs [email protected]
AG press release and options update 27052022 EN