Regulated Information
Nyrstar NV - Update with regards to the proceedings before the Supreme Court
2 May 2024 at 17:30 CEST
- The Supreme Court rejects the appeal against the judgment of the Antwerp Court of Appeals dated 17 November 2022
Today, Nyrstar NV (the "Company") provides an update with regards to the Supreme Court petition filed by a group of shareholders of the Company against the judgment of the Antwerp Court of Appeals dated 17 November 2022. In that judgment, the Antwerp Court of Appeals had confirmed the revocation of the appointment of a panel of experts on the basis of Article 7:160 BCCA and the halting of the expert investigation.
The Supreme Court dealt with the petition at a hearing on 2 May 2024. Today, the Company was informed that the Supreme Court has rejected the appeal.
The written judgment of the Supreme Court itself (with its reasoning) has not yet been received by the Company; it expects to receive it shortly.
Background
At the request of a group of shareholders of the Company, the President of the Antwerp Enterprise Court (Antwerp division), in an order dated 30 October 2020, appointed a panel of experts to examine, among other things, certain transactions between the former Nyrstar group and the Trafigura group. On 15 December 2020, the Company filed an appeal against that order.
On 4 February 2021, Trafigura PTE Ltd. and Trafigura Group PTE Ltd. filed a third-party application against the same order. In an order dated 9 November 2021, the President of the Antwerp Enterprise Court (Antwerp division) declared the third-party application well-founded and revoked the previous judgment of 30 October 2020 vis-à-vis Trafigura PTE Ltd., Trafigura Group PTE Ltd., Nyrstar NV and the group of shareholders who had requested the measure. The appointment of the experts was revoked and the expert investigation was halted. On 23 December 2021, the original plaintiff shareholders and the shareholders who had meanwhile intervened, filed an appeal against, among others, that order.
On 17 November 2022, the Antwerp Court of Appeals issued a judgment in these appeals. The Court of Appeals declared that there were no indications that the interests of the Company would be seriously threatened, and hence that an expert investigation was not justified.
On 28 March 2023, the claimant shareholders served a Supreme Court petition on Nyrstar against the aforementioned judgment of 17 November 2022, seeking to have that judgment set aside. That request has thus now been rejected by the Supreme Court. This dismissal of said request means, in principle (and subject to the exact text and reasoning of the judgment, which, as noted above, the Company has not yet received), that these summary proceedings aimed at obtaining a company law expert investigation have come to a final end.
- Nyrstar NV will currently not submit the dissolution or the continuation of the Company to the general meeting
The Company also revisits its press release of 14 February 2023 (see link). In that press release, it had announced that it would not take steps to convene a general meeting with the dissolution as an agenda item (or take preparatory actions to that effect) until the Supreme Court had rendered a judgment, and that it would inform the market by then.
The Company informs that, for the time being, it will not yet submit the dissolution or the continuation of the Company to the general meeting. It will revert to this matter no sooner than after a decision will have been given by the Antwerp Enterprise Court (Turnhout division) on the petition for interim measures filed on 11 March 2024. These proceedings were initiated on 25 April 2024. The pleadings are scheduled for 28 November 2024 (and 5 December 2024 as a backup day).
A detailed overview of the current proceedings is available on the Company website at: https://www.nyrstarnv.be/en/investors/restructuring/summary-of-ongoing-proceedings.
About Nyrstar
The Company is incorporated in Belgium and listed on Euronext Brussels under the symbol NYR. For further information please visit the Nyrstar NV website: www.nyrstarnv.be
For further information contact:
Anthony Simms - Head of External Affairs & Legal anthony.simms@nyrstarnv.be
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