Nyrstar provides an update on the second extraordinary general meeting to be held on 30 June 2020
June 26 2020 - 3:45PM
Nyrstar provides an update on the second extraordinary general
meeting to be held on 30 June 2020
Regulated information – inside information
Nyrstar provides an update on the second
extraordinary general meeting to be held on 30 June 2020
26 June 2020 at 21.45 CEST
Nyrstar NV (the “Company”), in light of a
decision issued today by the court of Antwerp, provides an update
on the second extraordinary general meeting to be held on 30 June
2020 with the resolutions regarding the proposal for dissolution of
the Company as agenda points.
In accordance with Belgian law, the Board of
Directors of the Company had proposed the resolutions in respect of
the dissolution of the Company to the extraordinary shareholders
meeting of 30 June 2020 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 then took note of the statement by
the Belgian financial regulator (the “FSMA”) of 2 June 2020.
According to this statement the FSMA was of the opinion
that the Company should postpone the decision on the
dissolution of the company until at least 3 months after the court
decision in the proceedings for the appointment of a panel of
experts had been handed down.
Following this notification, as announced on 10
June 2020, the Board of Directors had further exchanges with the
FSMA. 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 was 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
formally convened the shareholders’ meeting with a proposal 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 a recommendation that the
shareholders approve the postponement to this effect during such
extraordinary general meeting to be held on 30 June 2020. The
Board also asked Urion Holdings (Malta) Ltd, an indirect
subsidiary of Trafigura Group Pte Ltd. (“Trafigura”), at
the request of the FSMA to disclose whether or not it will vote in
favour of postponement of the vote on dissolution, Nyrstar has
received no response and therefore is not aware, and has never been
aware, of Trafigura’s voting intention.
Minority shareholders, including Mr. Kris
Vansanten, then initiated summary proceedings before the court of
Antwerp to request the court to order that the decision on the
dissolution of the company be postponed (i) until three months
after a final report will have been issued by a body of experts
whose appointment is requested in separate proceedings before the
court, or, alternatively (ii) until three months after a final
decision will have been rendered in the aforementioned proceedings
regarding the appointment of a body of experts.
The court of Antwerp dismissed the minority
shareholders’ claim for a postponement until three months after a
final report will have been issued by a body of experts whose
appointment is requested. However, the court did accept their
claim for a postponement of the decision on dissolution of the
Company until three months after a final decision will have been
rendered in the proceedings regarding the appointment of a body of
experts.
Consequently, the second extraordinary general
meeting planned for 30 June 2020 with the resolutions regarding the
proposal for dissolution of the Company as agenda points will be
postponed, in compliance with the court order.
The annual general shareholders’ meeting and
first extraordinary general shareholders’ meeting, including the
agenda items on the change of the Company’s name and the amendment
of the Articles of Association to the Belgian Code of Companies and
Associations, will continue to take place on 30 June 2020.
The convening documentation for the annual
general shareholders’ meeting and the first extraordinary general
shareholders’ meeting to be held on 30 June 2020 has been published
on the Company’s website (www.nyrstar.be). The practical modalities
and procedure of the meetings have also been published 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
- Postponement EGM EN 26062020
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