Nyrstar provides an update on the extraordinary general meetings to be held on 30 June 2020
11 June 2020 - 7:00AM
Nyrstar provides an update on the extraordinary general meetings to
be held on 30 June 2020
Regulated Information
Nyrstar provides an update on the extraordinary
general meetings to be held on 30 June 2020
10 June 2020 at 23.00 CEST
Nyrstar NV (the “Company”) today provides an
update on the two consecutive extraordinary general meetings to be
held on 30 June 2020.
In accordance with Belgian law, the Board of
Directors of the Company has proposed the resolution to dissolve
the Company to the extraordinary shareholders meeting following the
decision by the shareholders to reject the continuation of the
Company's activities (which was proposed by the Board of Directors)
at the extraordinary general meeting on 9 December 2019.
The Company has taken note of the notification
by the FSMA of 2 June 2020 regarding the decision on the
dissolution of the Company to be taken by the shareholders of the
Company on the second extraordinary general meeting to be held on
30 June 2020. This notification reads as follows:
“The FSMA has taken note of, among other things,
the request to establish a panel of experts in company law that has
been filed with the president of the commercial court of Antwerp by
certain minority shareholders of NYRSTAR NV on the basis of Article
7:160 of the Belgian Code of Companies and Associations.In order to
give useful effect to the court decision to be handed down
regarding the appointment of a panel of experts, in particular to
enable minority shareholders to exercise their right to ask
questions provided for in Article 7:139 of the aforementioned Code
and given the reservation expressed by the company’s statutory
auditor, the FSMA takes the view that NYRSTAR NV must postpone the
decision on the dissolution of the company until at least 3 months
after the court decision in this matter has been handed down.”
The Board of Directors has had further exchanges
with the FSMA thereafter.
In view of the decision of the extraordinary
shareholders meeting of 9 December 2019 whereby the shareholders
rejected the proposal to continue the operations of the Company,
the Board is under an obligation to convene a shareholders’ meeting
to resolve on the dissolution of the Company.
A decision regarding the voluntary dissolution
of the Company belongs to the competence of the shareholders’
meeting only.
Taking into account all of the above, the Board
proposes to the shareholders to postpone the voting on the
dissolution of the Company until three months after the final
decision on the appointment of an expert in the aforementioned
proceedings and recommends that the shareholders approve the
postponement to this effect during the extraordinary general
meeting to be held on 30 June 2020. The Board has asked Urion
Holdings (Malta) Ltd, an indirect subsidiary of Trafigura Group Pte
Ltd. (“Trafigura”) to disclose whether or not it will vote in
favour of postponement of the vote on dissolution; at the time of
communication of this press release, Trafigura has not yet
expressed its voting intention. If such a postponement is approved,
the items on the dissolution of the Company, the acknowledgement of
the end of mandate of the directors, the appointment of a
liquidator and the agenda item on the powers of attorneys for the
correct and complete implementation of these resolutions will lapse
and the second proposed resolution under former item 3 of the
agenda of the second extraordinary general meeting of 2 June 2020
(now: item 2 of the agenda of the second extraordinary general
meeting to be held on 30 June) on the postponement of the decision
on the dissolution of the Company, as proposed by certain of the
Company’s shareholders in accordance with article 7:130 of the
Belgian Code of Companies and Associations, may be amended
accordingly.
The convening documentation for the
extraordinary general shareholders’ meetings to be held on 30 June
2020 will be published on the Company’s website (www.nyrstar.be) on
13 June 2020. The practical modalities and procedure of the
meetings, which will be the same procedure followed at the annual
general meeting to be held on 30 June (as also set out in the press
release of the Company on 27 May 2020), will also be published on
13 June 2020 on the Company’s website
(https://www.nyrstar.be/en/investors/share-and-bondholder-information/shareholder-meetings).
About NyrstarThe 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.
For further information contact:
Anthony Simms - Head
of External Affairs & Legal
M: +41 79 722 2152 anthony.simms@nyrstar.com
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