Nyrstar NV releases notice for the 2021 annual general shareholders’ meeting to be held on 28 June 2022 and provides a further update on the put option review process
May 27 2022 - 1:00AM
Nyrstar NV releases notice for the 2021 annual general
shareholders’ meeting to be held on 28 June 2022 and provides
a further update on the put option review process
Regulated Information
Nyrstar
NV releases notice for the
2021 annual general shareholders’
meeting to be held on 28
June 2022 and provides a further update on
the put option review process
27 May 2022 at 07.00 CEST
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
For further information
contact:
Anthony
Simms - Head of External
Affairs & Legal
anthony.simms@nyrstar.com
- Press release AGM and Option update 27052022 ENG
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