NYRSTAR : Netherlands (Holdings) B.V. launches a conditional public tender offer in cash for up to €320 million retail bonds of Nyrstar NV

IMPORTANT INFORMATION

This announcement is for general information only and does not constitute an offer to sell or to purchase or the solicitation of an offer to buy or to sell, nor shall there be any sale or purchase of, the securities referred to herein, in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  This announcement is not for distribution, directly or indirectly, in the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would be prohibited by applicable law.  Any persons reading this announcement should inform themselves of and observe any such restrictions.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the "U.S. Securities Act"), and the securities may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) unless these securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Nyrstar and its affiliates have not registered, and do not intend to register, any portion of the offering of the securities concerned in the United States, and do not intend to conduct a public offering of securities in the United States.

In any Member State of the European Economic Area that has implemented the Prospectus Directive, other than Belgium (in respect of the Rights Offering and the Offer only), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(1)(e) the Prospectus Directive.  The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measures in any Member State.

This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and (c) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons").  The offerings are only available to, and any invitation, offer or agreement to subscribe, purchase, or otherwise acquire or sell such securities will be engaged in only with relevant persons.  Any person who is not a relevant person should not act or rely on this communication or any of its contents.

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States, and no offer may be made by any such use, means, instrumentality or facility from or within the United States or to persons located in the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet.

This communication is not a prospectus for the purposes of the Prospectus Directive in relation to the Rights Offering, an offering memorandum in relation to the Notes Offering, or a tender offer memorandum for the purposes of the Belgian Act of 1 April 2007 on public takeover bids, as amended (the "Takeover Act") in relation to the Offer.  A prospectus, offering memorandum and tender offer memorandum prepared and made available in accordance with the Prospectus Directive and Takeover Act, as the case may be, is or will be published, which, when published, can be obtained, amongst others, from the Company. The Tender Offer Memorandum in relation to the Offer can be obtained as aforementioned.  Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus in relation to the Rights Offering or offering memorandum in relation to the Notes Offering, and holders of the Existing Bonds should not sell any Existing Bonds referred to in this document except on the basis of information contained in the Tender Offer Memorandum in relation to the Offer. Investors and holders of Existing Bonds may not accept an offer of securities referred to herein, nor acquire or sell such securities, unless on the basis of information contained in the relevant prospectus, offering document or tender offer memorandum that is or will be published or disseminated by the Company. This communication cannot be used as basis for any investment agreement or decision.

No announcement or information regarding the offering, listing, tender offer or securities of the Company referred to above may be disseminated to the public in jurisdictions outside of Belgium where a prior registration or approval is required for such purpose.  No steps have been taken, or will be taken, for the offering, listing, tender offer, or securities of the Company in any jurisdiction outside of Belgium where such steps would be required.  The issue, exercise, or sale of, the subscription for or purchase of, and the tender offer in relation to, securities of the Company are subject to special legal or statutory restrictions in certain jurisdictions.  The Company is not liable if the aforementioned restrictions are not complied with by any person.