The acquisition of Nyrstar by Trafigura will not be easy for small shareholders, whose share should weigh only a few cents. Nyrstar has just published documents about the operation; a publication considered a maneuver for small shareholders.
The report, released on Thursday, was written by three independent directors of Nyrstar's board of directors.
Recall that the planned recapitalization is based on the sale by Nyrstar
in operating activities for a new company ("NewCo"). Under the terms of the agreement, Trafigura will become 98% owned by this new company, the remaining 2% will be owned by Nyrstar. In the end, the group will also have a simplified organization chart, reads.
At the opening of the markets, the Nyrstar stock opened a little louder before falling into the red.
What about this restructuring?
The report states that the transfer of Nyrstar's activities to Newco will symbolic euro.
Why this symbolic price? Collapsing under large indebtedness and a liquidity problem, Nyrstar's valuation before this operation is estimated in red. The Duff & Phelps office indicates in the report the figure of the EUR -330 million.
After this restructuring, D & P estimates that the group's value will be 747 million euros.
However, the deal may shrink next Tuesday at the general shareholders' meeting. They will have to be satisfied to share the 2% of this new assessment, or 15 million euros. Per share, this equals 14 cents
The committee is aware of the significant dilution of the number of existing shareholders.
The directors conclude in the report not to see in this business disadvantages for society "that would not be offset by benefits". They mention job guarantees for employees, noting that the insolvency scenario would have an impact on the workforce. The current scenario is also favorable to creditors; creditors who had overwhelmingly supported the rescue of Nyrstar.
Only victims the small shareholders. "The committee is aware of the significant dilution of the number of existing shareholders."They recognize that this is the only downside to this transaction.
What do these small shareholders think?
As Nyrstar shareholders have not yet been able to read the details of the documents, they see it as a maneuver for the company. In fact, since last night, the deadline for asking questions in writing before the general meeting has expired.
"The immediate publication of these documents a final maneuver which does not meet the requirement of clarity of the FSMA and the shareholders ", explains Mr. Laurent Arnauts, shareholder representative. With Robert Wtterwulghe, he turned to the FSMA to demand the furnishing of all the necessary documents to understand the intricacies of the dismantling. He also points out that not even the company's accounts could be approved by the auditors for lack of all the necessary documents.
Perhaps this publication is a last chance for Nyrstar to meet the demands of the FSMA, but for Me Arnauts this is not enough. "Unless", He added: "this publication comes from thea new GA report or vote. You have to take time to analyze everything and ask written questions with an overview, it is the minimum when you dismantle a company. "
Either way, both lawyers will notify Nyrstar this morning to meet FSMA requirements.
What does the FSMA think?
Within the Constable of Markets, the FSMA, it is accepted that the publication of the day of the documents partially responds their request for clarity. But it only answers in part.
The institution also late publication information. It notes, in particular, the still Commissioners report validating the accounts. "This report should normally be available 30 days before the general assembly, and even if the commissioners' report was published on Thursday, it will also be out of date.", explains the spokesman of the FSMA.