02/11/2020 - President of the Antwerp Corporate Court appoints panel of experts to investigate Nyrstar restructuring.
The President of the Antwerp Corporate Court has decided to appoint a Panel of Experts to clarify the Nyrstar case and investigate our allegations.
The decision is fully in line with what we have asked, despite fierce opposition from Nyrstar (to their saying, they spent more than one million euros just on expert reports that were intended to prevent the appointment- which demonstrates how desperately they are trying to hide essential information from being revealed).
The President has not only taken a decision on the appointment of the panel of experts, but has also given a number of indications on the merits. I quote a few as they are very severe for Trafigura and Nyrstar’s Board, and more specifically for its Chairman, Martyn Konig, and Jesus Fernandez:
Inadequate Information: “Nyrstar's own press releases and recent statements from its own experts are insufficient to answer the questions that arise about its relationship and agreements with Trafigura”.
Lack of independence of Martyn Konig: “Suffice it to say that as Head of Investments [of T-Wealth Management, the investment vehicle of the partners and senior managers of Trafigura], Mr. Konig was one of the most important people in the fund that manages the assets of the top Trafigura executives. In those circumstances he obviously has a clear Trafigura background. ”
The dubious role of Jesus Fernandez: “[Jesus Fernandez Lopez's move from Nyrstar to Trafigura] at a crucial time for the company's survival is at first sight significant and worrying” and “It is nevertheless indisputable that Mr. Fernandez as a former director must have excellent information about Nyrstar. It is difficult to imagine that he would have made abstraction of this when he sat on the other side of the table ”.
The factual control by Trafigura: “The fact that Trafigura and the European Commission consider that Trafigura has rights or agreements that give it a decisive influence on the composition, voting behavior or decisions of Nyrstar's corporate bodies is obviously an indication of factual control ”
Regarding the arm's length nature of the commercial agreements: “It is difficult to ascertain whether Nyrstar's answer is consistent with reality. (…) But even assuming that Nyrstar was indeed obliged to purchase so much from Trafigura and that Trafigura simply uses spot market prices, this does not explain the total lack of communication about this to the outside world ”
On the claim that it was logical to base pricing on the spot market: “The spot market is, according to Nyrstar and Trafigura's own documents, the exceptional market, for only about 10% of transactions. (…) However, Nyrstar and Trafigura appear to have entered the exceptional market for these long-term contracts (five years, renewable and cancellable only by Trafigura). (…) Thus, the criticism of plaintiffs and their experts does seem to be grounded, and the claims of Nyrstar's experts that the spot market could be the reference, seem to be attempts at post factum justification inconsistent with reality. In any case, it cannot be explained that this was not communicated more transparently, especially in the light of the public and repeated reassurances that everything was done under normal commercial conditions and to the “highest standard of corporate governance”.
About the mines: “The question is why the CEO of Trafigura [Jeremy Weir] is commenting on previous proposals about Nyrstar's mines, in particular whether he was the destination of the proposals and the person who assessed them. This is all the more so because Nyrstar insists in these proceedings that there has been no audit by Trafigura ”
On causing the liquidity crisis: “This passage [in Grant Thornton's report] does indeed indicate that the inability to include the TWCF may be due to the attitude of Trafigura itself. This happened at a time when Nyrstar was fighting for its survival ”
Regarding the restructuring: "Thus Nyrstar has extremely stretched the authority of the board of directors"
To the extent there were still doubts about the legitimacy of our action, this decision speaks for itself. We therefore re-iterate our call to the establishment to join our fight for justice in this case, in the interest of (Belgian) minority shareholders, companies, economy and our welfare state.
16/06/2020 - Minority shareholder syndicate around RSQ Investors crosses the 10% notification threshold.
RSQ Investors strengthens its position in the Nyrstar case by passing the 10% notification threshold. Moreover, we also launched summary proceedings to postpone the vote on the liquidation of Nyrstar.
17/04/2020 - RSQ Investors increases stake in Nyrstar above 7.5%.
RSQ Investors keeps increasing its stake in Nyrstar thanks to the support of other minority shareholders and strengthens its position as second largest shareholder next to Trafigura.
19/03/2020 - Nyrstar finally confirms that the General Assembly will be postponed to a later date.
Today Nyrstar confirmed that the General Assembly, initially planned on March 25th, will be postponed. Given the situation it is essential to allow all minority stakeholders to participate in a real-life debate which is why this postponement was the only right decision to make.
Read this interesting article from De Standaard explaining why these type of meetings shouldn't be held through a videoconference.
17/01/2020 - RSQ Investors increases stake in Nyrstar above 5% and reinforces its team.
RSQ Investors, a division of Quanteus Group focusing on investments with a substantial upwards potential resulting from restructuring or special situations, increased together with related parties its stake in Nyrstar NV/SA above 5%.