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| THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR |
| INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR |
| JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION |
| WOULD BE PROHIBITED BY APPLICABLE LAW |
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The current news release constitutes regulated information as defined
in the Belgian Royal Decree of November 14, 2007, regarding the
obligations of issuers of financial instruments that have been
admitted to trading on a regulated market
Balen, Belgium (31 July 2009) - Following the successful placement of
its senior unsecured convertible bonds, due 2014 (the "Bonds") on
Thursday 2 July 2009, Nyrstar NV held an extraordinary general
meeting today in connection with (amongst other things) the issue of
new ordinary shares upon conversion of the Bonds. The quorum
requirement for the deliberation and voting as to some of the agenda
items of the meeting was not met. Therefore, a second general
shareholders' meeting will be held on 25 August 2009 at 10:30 a.m.
CET at Diamant Building, A. Reyerslaan 80, 1030 Brussels, Belgium, or
at such other place as will be indicated at that place at that time.
Pursuant to the Belgian Company Code, there will be no quorum
requirement for such second general shareholders' meeting.
- end -
About Nyrstar
The partner of choice in essential resources for the development of a
changing world. Nyrstar is a leading global multi-metals' business,
producing significant quantities of zinc and lead as well as other
products (including silver, gold and copper). Nyrstar is listed on
NYSE Euronext Brussels under the symbol NYR. For further information
visit the Nyrstar website, www.nyrstar.com.
Contacts
Michael Morley
Director Legal and
External Affairs
T: +44 20 7408 8120
[email protected]
Investors
Chris James
Group Manager,
Investor Relations
T: +44 20 7408 8161
M: +44 7912 269 497
[email protected]
Media
Geert Lambrechts
Communications Advisor
T: +32 14 449 646
M: +32 473 637 892
[email protected]
STABILISATION/FSA. IN CONNECTION WITH THE ISSUE OF THE BONDS, GOLDMAN
SACHS INTERNATIONAL ACTING AS STABILISING MANAGER OR ANY PERSON
ACTING ON BEHALF OF GOLDMAN SACHS INTERNATIONAL MAY OVER-ALLOT BONDS
OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT GOLDMAN SACHS INTERNATIONAL OR
ANY PERSON ACTING ON BEHALF OF GOLDMAN SACHS INTERNATIONAL WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON
OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL
TERMS OF THE OFFER OF THE BONDS IS MADE AND, IF BEGUN, MAY BE ENDED
AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE BONDS AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE BONDS. ANY STABILISATION ACTION OR OVER-ALLOTMENT
MUST BE CONDUCTED BY GOLDMAN SACHS INTERNATIONAL OR ANY PERSON ACTING
ON BEHALF OF GOLDMAN SACHS INTERNATIONAL IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM
PART OF ANY OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY,
SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND
SALE OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS
ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES
OR ANY OTHER JURISDICTION. THE BONDS (AND THE COMPANY'S ORDINARY
SHARES) MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NYRSTAR
DOES NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE
UNITED STATES OR TO CONDUCT AN OFFERING OF SECURITIES IN THE UNITED
STATES. THE OFFERING IS BEING CONDUCTED OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THE
MEANING OF DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE
COUNCIL OF NOVEMBER 4, 2003 (AS IMPLEMENTED IN EACH MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA, THE "PROSPECTUS DIRECTIVE").
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THE BONDS ARE BEING
OFFERED ONLY TO QUALIFIED INVESTORS WITHIN THE MEANING OF THE
PROSPECTUS DIRECTIVE, IN ACCORDANCE WITH THE RESPECTIVE REGULATIONS
OF EACH MEMBER STATE IN WHICH THE BONDS ARE OFFERED.
THIS ANNOUNCEMENT IS DIRECTED ONLY AT THE FOLLOWING PERSONS IN THE
UNITED KINGDOM: (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, (II) PERSONS WHO ARE "HIGH NET WORTH ENTITIES" AND OTHER
PERSONS, TO WHOM THIS ANNOUNCEMENT MAY BE LEGALLY DISTRIBUTED WITHIN
THE MEANING OF ARTICLE 49(2) (A) TO (D) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "QUALIFIED PERSONS"). IN THE UNITED
KINGDOM, THE SECURITIES ARE INTENDED ONLY FOR QUALIFIED PERSONS, NO
INVITATION, OFFER OR AGREEMENTS TO SUBSCRIBE, PURCHASE OR OTHERWISE
ACQUIRE SUCH SECURITIES MAY BE PROPOSED OR CONCLUDED OTHER THAN WITH
QUALIFIED PERSONS AND ANY PERSON OTHER THAN A QUALIFIED PERSON MAY
NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.
THE BONDS WILL NOT BE OFFERED, SOLD OR DELIVERED TO THE PUBLIC IN THE
REPUBLIC OF ITALY ("ITALY") OTHER THAN: (I) TO QUALIFIED INVESTORS
(INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO ARTICLE 100,
PARAGRAPH 1(A), OF LEGISLATIVE DECREE NO 58, 24 FEBRUARY 1998 (THE
"FINANCIAL SERVICES ACT") AS AMENDED AND RESTATED FROM TIME TO TIME
AND ARTICLE 34-TER, PARAGRAPH 1(B) OF CONSOB REGULATION NO. 11971 OF
14 MAY 1999, AS AMENDED AND RESTATED FROM TIME TO TIME (THE "CONSOB
REGULATION"); OR (II) IN OTHER CIRCUMSTANCES PROVIDED UNDER ARTICLE
100 OF THE FINANCIAL SERVICES ACT AND ARTICLE 34-TER, CONSOB
REGULATION, WHERE EXEMPTIONS FROM THE REQUIREMENT TO PUBLISH A
PROSPECTUS PURSUANT TO ARTICLE 94 OF THE FINANCIAL SERVICES ACT ARE
PROVIDED.
ANY PURCHASE OF OR APPLICATION FOR BONDS OF THE COMPANY PURSUANT TO
THE OFFERING SHOULD ONLY BE MADE ON THE BASIS OF THE INFORMATION
CONTAINED IN THE FINAL PROSPECTUS TO BE ISSUED BY THE ISSUER IN DUE
COURSE IN CONNECTION WITH THE OFFERING.
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.