Nyrstar NV (the “Company”) today issued the notice for the 2021 annual general shareholders’ meeting 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 modalities of the meeting are set out in the notice to the 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 agenda, proposed resolutions and explanatory note can be found on the aforementioned Nyrstar website.
Further, the Company provides an update in relation to the put option that the Company has in relation to its (entire) 2% investment in NN2 NewCo Limited (“NN2”), which holds the Nyrstar operational group, entitling it to sell such 2% to Trafigura New HoldCo (or, at Trafigura New HoldCo’s election, any other member of the Trafigura group which may lawfully make any relevant purchase) for a fixed amount of EUR 20 million (the “Put Option”).
As announced on 18 November 2021, the Company has appointed Moore Belgium, to prepare an independent expert’s report for the independent directors of the Company (“Committee of Independent Directors”), in the framework of Article 7:97 of the Belgian Code of Companies and Associations. The independent expert’s report will provide an opinion to the Committee of Independent Directors on the benefit to the Company, taking all relevant circumstances into account, of the exercise or non-exercise of the Put Option.
In making its decision on whether or not to exercise the Put Option, the Committee of Independent Directors will also duly consider any substantiated third-party bids, including of the Company’s shareholders other than Trafigura and/or of other stakeholders and third parties, that it may receive in respect of the 2% shareholding in NN2. Any such bids for the 2% shareholding in NN2 were requested to be addressed to the Company prior to 15 February 2022. As outlined in the annual report and financial statements issued on 13 April 2022, the Company did not receive any bids.
The independent expert’s review has commenced and is progressing as planned, and is expected to be finalised in July 2022. Once the Committee of Independent Directors has received and analysed the final report, it will make a recommendation to the Company’s Board at which time the Board will decide either to exercise or not to exercise the Put Option, or, whether to sell the 2% investment in NN2 to a third-party, prior to the expiry of the Put Option on 31 July 2022.
Further details relating to 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). During the general meeting of 28 June 2022, a further update will be provided and shareholders of the Company will have the opportunity to ask questions on the Put Option review process.
About Nyrstar NV
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.
About Moore Belgium
Moore Belgium is the largest independent professional services provider in Belgium. Moore Belgium provides services in the areas of Accountancy, Audit, Business Analytics, Business Consulting, Corporate Finance, Interim Management and Tax & Legal Services. As a member of Moore Global – a global accounting and consulting network – Moore Belgium assists its clients in more than 100 countries. More information about Moore Belgium can be found at www.moore.be