Cleary Gottlieb represented the underwriters UBS, Deutsche Bank, Goldman Sachs, Fortis Bank and KBC Securities in Nyrstar’s €2 billion initial public offering and Euronext Brussels listing. The offering included a global institutional placement, including a 144A tranche, and a Belgian retail offering. Nyrstar’s IPO is one of Europe’s largest this year, and is Belgium’s largest since Belgacom’s IPO, which Cleary Gottlieb also handled. The deal priced on October 29 and closed November 1.
The deal was structured using an innovative “extension clause” that is new in local securities law and a customary overallotment facility. Both were exercised in full, resulting in a complete exit by the two selling shareholders.
Several banks involved said the deal was one of the most complex ECM deals they had seen. Nyrstar is a newly-formed entity created from the carve-out and merger of the zinc groups of Umicore, a Belgian Euronext-listed industrial company, and Zinifex, an Australian mining and smelting business. The deal presented several major challenges, including issues related to the historical financial information for both carve-out groups.
Nyrstar employs over 4,000 people across four continents and in 2006 produced more than one million tons of zinc.