Nyrstar: 2018 Full Year Results Amendment and Reissue
Regulated Information – Inside information
2018 Full Year Results Amendment and Reissue
27 September 2019 at 23:50 CEST
Nyrstar NV ("Nyrstar" or the “Company” and,
together with its subsidiaries, the “Group”) is today announcing
its amended and reissued consolidated financial statements for the
twelve months ended 31 December 2018 (“Full Year Results
2018”).
As was announced by the Company on 15 April
2019, Nyrstar initiated a review of its capital structure (the
“Capital Structure Review”) in October 2018 in response to the
challenging financial and operating conditions being faced by the
Group. As previously announced, these conditions included
substantial working capital and liquidity outflows experienced
during the fourth quarter of 2018 and first quarter of 2019
necessitating the raising of urgent short term funding. Combined
with the Group’s materially reduced Underlying EBITDA performance
in 2018 and the maturity of certain liabilities during 2019, these
factors resulted in the need to reconsider the Group’s capital
structure.
The Full Year Results 2018 that were previously
published on 26 May 2019 included a non-compliance opinion from the
Company’s auditor on the basis that certain information requested
from the Company was not timely delivered. The Company has provided
additional information to its auditor and the Full Year Results
2018 have today been amended and re-issued.
The Company has received from its auditor, and
is publishing today, a qualified audit opinion to accompany its
amended and reissued 31 December 2018 consolidated financial
statements. In its audit opinion, the auditor confirms that in its
opinion, except for the possible effects of the matter described in
the “Basis for qualified opinion” section of its report, the
consolidated financial statements give a true and fair view of the
Group’s net equity and financial position as of 31 December 2018
and of its consolidated results and its consolidated cash flow for
the year then ended, in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union and
with the legal and regulatory requirements applicable in Belgium.
The auditor has advised that the basis for its qualified opinion
(with which the Company does not agree) is that they have been
unable to obtain sufficient appropriate audit evidence as to the
completeness of the information received with respect to the
related party transactions and disclosures for the relationship
with Trafigura Group Pte. Ltd. and its affiliated entities
(together “Trafigura”) as included in note 39 to the consolidated
financial statements, to the completeness of the information on the
sequence of events that have resulted in the Capital Structure
Review as included in the introduction section of the subsequent
events described in note 42 to the consolidated financial
statements, as well as to conclude upon the disclosure in note 39
regarding the availability of the Trafigura Working Capital
Facility for the period between 31 October 2018 and 6 December
2018, when the Trafigura Working Capital Facility was terminated
upon the Group entering into the Trafigura Trade Finance Framework
Agreement. As previously announced, the restructuring completed on
31 July 2019 pursuant to which Trafigura became the holder of 98%
of the outstanding shares in NN2 Newco Limited (and thereby the
Nyrstar operating group), with the Company holding the remaining
2%. As was also previously announced, Nyrstar believes that the
restructuring was in the interest of Nyrstar’s stakeholders.
Nyrstar has provided to the auditor all the relevant information
available to it and has worked closely with the auditor for many
months, dedicating very substantial resources to this, so as to
bring the audit process to its conclusion in the financial
statements which have been issued today.
The material changes between the consolidated
financial statements for the twelve months ended 31 December 2018
previously published on 26 May 2019 and the Full Year Results 2018
being published today are summarised below and highlighted in
comparison versions of the associated documents in the reports and
presentation section of the Nyrstar website (see
www.nyrstar.be).
(a) Myra Falls impairment (note
17)
Subsequent to 26 May 2019, the Company has
reviewed and updated the mine block model of the Myra Falls mine
resulting in lower estimated recoverable value of the mine. The
Company has concluded that the change represents an adjusting
subsequent event under IAS 10: “Events after the reporting period”
as it materially impacts the recoverable value of the Myra Falls
mine as at 31 December 2018. To enhance the relevance of
information contained in the consolidated financial statements the
Company has amended and has reissued its 31 December 2018
consolidated financial statements to reflect the non-cash
impairment of the Myra Falls mine.
As a result of the amendment, the original
reported loss for the year of EUR 618.2 million has increased to
EUR 649.5 million and original total equity has decreased from EUR
(150.9) million to EUR (182.1) million.The table below summarises
the changes in the consolidated income statement between the
original and reissued consolidated financial statements:
|
2018 |
2018 |
|
|
|
EUR million |
Original |
Reissued |
|
|
|
Impairment
loss |
(99.0) |
(130.3) |
Result
from operating activities |
(212.1) |
(243.4) |
Loss
before income tax |
(363.4) |
(394.7) |
Loss
for the year from continuing operations |
(613.8) |
(645.1) |
Loss
for the year |
(618.2) |
(649.5) |
|
|
|
Attributable to: |
|
|
Equity holders
of the parent |
(618.2) |
(649.5) |
|
|
|
Loss per share
for loss from continuing operations during the period (expressed in
EUR per share) |
|
|
|
|
|
basic |
5.60 |
5.88 |
diluted |
5.60 |
5.88 |
(b) Ability of the Group to continue to
operate on a going concern basis (note 4)
The re-issued consolidated financial statements
of the Group continue to be prepared on a basis other than that of
a going concern (Note 2a). As a result of the completion of the
restructuring of the Nyrstar Group at 31 July 2019, the going
concern disclosures in note 4 have been updated reflecting the
outcomes of the restructuring. The changes include a removal of the
material uncertainties that had existed at 26 May 2019 when the
original 31 December 2018 consolidated financial statements of the
Group were issued.
(c) Zinc prepayment (note
20g)
Additional disclosures have been included in
relation to the refinancing of the zinc prepayment in the first
half of 2018.
(d) Related parties (note
39)
The following changes have been made to the
Related parties disclosures in note 39a:
- The termination of the relationship agreement with Trafigura at
the completion of the restructuring of the Nyrstar Group has been
reflected in disclosures;
- The actually agreed zinc treatment charges between the Company
and Trafigura for 2018 and 2017 have been disclosed in the
re-issued consolidated financial statements;
- Disclosures related to the Trafigura Commercial Agreements, the
Trafigura working capital facility and the Trafigura trade finance
framework agreement have been further enhanced; and
- The commissions and finance expenses paid to Trafigura have
been added to the disclosures.
(e) Audit and non-audit services by the
Company’s statutory auditor (note 40)
The audit fees for the 2018 audit by the
Company’s auditor have been updated to reflect the additional audit
fees incurred by the Group until the finalisation of the audit of
the re-issued consolidated financial statements for the year ended
31 December 2018.
(f) Subsequent events (note
42)
The subsequent events disclosures have been
substantially updated to reflect the progress of the restructuring
of the Nyrstar Group since 26 May 2019, when the original
consolidated financial statements for the year ended 31 December
2018 were issued. This update includes the outcomes of the
restructuring that has been completed at 31 July 2019. In addition
to the updated disclosures related to the Nyrstar Group
restructuring, additional disclosures have been provided related to
the events that occurred between the issuance of the original 31
December 2018 consolidated financial statements at 26 May 2019 and
the completion of the re-issued 31 December 2018 consolidated
financial statements at 27 September 2019. These additional
disclosures include:
- Quantification of the impact on the Group from unwinding of the
majority of the metal at risk hedges in March 2019 due to the
declining metal prices in 2019;
- The outcome of the negotiation between the South
Australian Government, Nyrstar and Trafigura related to the
Perpetual Securities;
- The operational issues at the Port Pirie smelter and their
estimated negative production and financial impact over the course
of June and July 2019 (i.e. before the 31 July 2019 restructuring
effective date);
- The outcome of the investigation related to the certain Board
materials that had not been provided to Deloitte;
- The outcome of the court hearing in Brussels with regards to a
legal dispute between the Company and its minority shareholders
Kris Vansanten and Jean-Marc Van Nypelseer, both represented by
WATT Legal; and
- The reaction to the unsubstantiated allegations by Nyrstar’s
ex-internal auditor in the press coverage published by L’Echo and
De Tijd on 17 August 2019.
The Company will shortly announce the convening
of an ordinary general and extraordinary shareholders’ meeting to
take place on 5 November 2019.
FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements
that reflect Nyrstar's intentions, beliefs or current expectations
concerning, among other things: Nyrstar’s results of operations,
financial condition, liquidity, performance, prospects, growth,
strategies and the industry in which Nyrstar operates. These
forward-looking statements are subject to risks, uncertainties and
assumptions and other factors that could cause Nyrstar's actual
results of operations, financial condition, liquidity, performance,
prospects or opportunities, as well as those of the markets it
serves or intends to serve, to differ materially from those
expressed in, or suggested by, these forward-looking statements.
Nyrstar cautions you that forward-looking statements are not
guarantees of future performance and that its actual results of
operations, financial condition and liquidity and the development
of the industry in which Nyrstar operates may differ materially
from those made in or suggested by the forward-looking statements
contained in this news release. In addition, even if Nyrstar's
results of operations, financial condition, liquidity and growth
and the development of the industry in which Nyrstar operates are
consistent with the forward-looking statements contained in this
news release, those results or developments may not be indicative
of results or developments in future periods. Nyrstar and each of
its directors, officers and employees expressly disclaim any
obligation or undertaking to review, update or release any update
of or revisions to any forward-looking statements in this report or
any change in Nyrstar's expectations or any change in events,
conditions or circumstances on which these forward-looking
statements are based, except as required by applicable law or
regulation.
About NyrstarThe Company is incorporated
in Belgium and, following completion of the
recapitalisation/restructuring has a 2% shareholding in the Nyrstar
group. The Company is listed on Euronext Brussels under the symbol
NYR. For further information please visit the Nyrstar website:
www.nyrstar.be
For further information contact:
Anthony Simms - Head of
Investor Relations T: +41 44 745 8157 M:
+41 79 722 2152 anthony.simms@nyrstar.com
- FY-2018 Results restatement and reissue EN Final
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