24/02/2011

nyr détails

Julien De Wilde

Julien De Wilde

Roland Junck

Roland Junck

NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

Dear Sir, Madam,
Dear Shareholder,

On 25 February 2011, Nyrstar launches an offering in the amount of €490,064,974.00 (the "Offering"), corresponding to 70,009,282 new shares (the "Shares") at a subscription price of €7.00 per new Share, with (non-statutory) preference rights for existing shareholders (the "Rights”) at a ratio of 7 new Shares for 10 Rights. The new Shares will be issued with VVPR strips (the "VVPR Strips").

An important element of Nyrstar’s strategy is to selectively pursue opportunities in mining, both to secure raw material supply for its smelters and to gain exposure to the more profitable part of the zinc value chain. Since 2009, Nyrstar has announced several significant initiatives to deliver on this strategy. In 2010, Nyrstar acquired 1.25 million tonnes of zinc in concentrate via a streaming agreement with Talvivaara (Finland) in February, the remaining 15% of the Coricancha mine (Peru) in July, the Contonga and Pucarrajo mines (Peru) in July and subsequently the Campo Morado operations (Mexico) through its acquisition of Farallon Mining Ltd. in January 2011. Nyrstar has now exceeded its stated target of 30% mining integration and now has the capacity to produce the equivalent of 31% of its zinc raw material requirements (based on smelting operations at full capacity and full production of its existing mines, including the Talvivaara streaming agreement). At full production, Nyrstar's zinc mining operations would be one of the ten largest in the world based on global production in 2010 according to Brook Hunt. Nyrstar has a medium-term goal of being capable of producing the equivalent of 50% of its zinc raw material requirements.

Nyrstar intends to use the net proceeds of the Offering principally to further deliver on its strategy and its medium term goal of 50% integration.

Management believes that Nyrstar benefits from the following principal competitive strengths:

  • Well positioned to leverage off strong zinc market fundamentals
  • A clear strategy to expand into mining, which is the more profitable part of the zinc value chain
  • Industry leadership
  • Large and geographically diversified portfolio of assets
  • High environmental standards and management systems to maintain environmental and safety track records
  • An experienced management team with a proven track record of executing its strategy
  • Strong operational capabilities and expertise

The Offering is carried out with (non-statutory) preference rights for existing shareholders

Each existing Share will entitle its holder to one Right. The Rights, represented by coupon No. 3 of the existing Shares, will be separated from the underlying Shares on 24 February 2011 after the closing of the regulated market of Euronext Brussels and will be tradable on such regulated market from 25 February 2011 to 11 March 2011 under symbol NYR3.

The Rights can be exercised by persons who are existing shareholders of Nyrstar as at the closing of the regulated market of Euronext Brussels on 24 February 2011 and persons having acquired such Rights from 25 February 2011 until 4.00 pm CET on 11 March 2011 inclusive (the "Rights Subscription Period”). Rights that have not been exercised by the end of the Rights Subscription Period will no longer be exercisable.

The Rights that are not exercised at the end of the Rights Subscription Period, will be converted into an equal number of scrips (the “Scrips”). The Scrips will be offered and sold through an accelerated bookbuilding process (i) in an exempt private placement in Belgium and elsewhere outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act, and (ii) within the United States solely to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from registration under the U.S. Securities Act (the “Scrips Offering”). The Scrips Offering is expected to take place on or around 15 March 2011. The net proceeds, if any, of the sale of the Scrips will be divided proportionally between all holders of Rights that have not been exercised during the Rights Subscription Period, unless the net proceeds of the sale of Scrips divided by the number of unexercised Rights is less than €0.01. Purchasers of Scrips will have the obligation to subscribe for new Shares and VVPR Strips corresponding to the number of Scrips acquired by them in accordance with the Ratio.

Further information

A prospectus has been approved by the Belgian Banking, Finance and Insurance Commission on 23 February 2011 (the "Prospectus") and will be available in English, Dutch and French. Subject to certain restrictions, copies of the Prospectus will be available without charge, as from 24 February 2011, upon request in Belgium from BNP Paribas Fortis on 02/433.40.32 (French) and 02/433.40.31 (Dutch), ING on 02/464.60.02 (French), 02/464.60.01 (Dutch) and 02/464.60.04 (English), and KBC on 0800.92.020 (French) and 03/283.29.70 (Dutch). Subject to certain restrictions, the Prospectus may be accessed on the websites of BNP Paribas Fortis (www.bnpparibasfortis.be/saveandinvest (English), www.bnpparibasfortis.be/epargneretplacer (French), www.bnpparibasfortis.be/sparenenbeleggen (Dutch)), ING (www.ing.be) and KBC (www.kbc.be, www.kbcsecurities.be or www.cbc.be), as well as on the website of Nyrstar (www.nyrstar.com) as from 24 February 2011. Moreover and subject to the same restrictions, copies of the Prospectus will be available, without charge, at Zinkstraat 1, B-2490 Balen, Belgium, telephone number: +32 (14) 44.95.00, as from 24 February 2011.

We thank you for the continued support and trust you have given to Nyrstar’s board and management.

Yours sincerely,

De Wilde J. Management BVBA
represented by Julien De Wilde
Chairma

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