NYRSTAR: THE AGONY OF THE GIANT IN THE CLAWS OF TRAFIGURA

On 15 January 2022 / Dossier Trafigura, IBI World Sweden, Industry / Leave a comment

The Industrial Revolution changed the world. This change started simultaneously with the intensive exploitation of mines, the birth of factories and the development of engines. Belgium is not only part of this history: it is one of the great architects – of the places where it all began. And it is also a place of tragedies, such as that of Marcinelle in 1956, when 262 workers (136 of them Italian) [1] died in a coal mine fire. It is a story similar to that of Germany, Poland and Italy: it began on 4 October 1830 when, after years of Risorgimento struggle against the monarchies imposed by the Congress of Vienna, Belgium declared its independence.

A small country was born, divided internally between French-speaking Walloons and Dutch-speaking Flemings – the legacy of long years of domination by others. But it is a strong and rich state: its coal and iron mines, the oldest in Europe, are the pride of a people that, in just ten years, becomes the second industrial power in the world after the United Kingdom[2]. The next step came in 1906: the annexation of Congo, and with it the foundation of UMHK (Union Minière du Haut-Katanga), one of the oldest mining multinationals on the planet, which grew even during the two world wars – to its original production it added copper, cobalt, uranium, zinc, diamonds, gold and other key metals for industrial production[3].

Its holding company CCCI (Compagnie du Congo pour le Commerce et l’Industrie) was founded in 1887, when Crown engineers discovered African deposits and applied for a concession to exploit them[4]. Until the nationalisation of UMHK, ordered by President Mobutu in 1966[5], the Congolese group merged with the individual national mines. In 1989, Union Minière merged its subsidiaries⁶ to become a global multi-metal industrial group, one of the giants of the world metals industry which alone accounted for almost 10% of Belgium’s gross domestic product. Union Minière changed its name to Umicore in 2001[6]. In 2007 Umicore spun-off its zinc refining and alloys business and merged it with the Australian group Zinifex, creating Nyrstar NV[7] which became one of the world’s zinc giants[8].

Nyrstar NV had plants on every continent and employed over 4000 people[9]. Today, after the restructuring orchestrated by Trafigura, Nyrstar NV is a shell company holding only 2% of the historical operating assets; there are only two shareholders with more than 3% of the shares[10]: Urion Holdings (Malta) Ltd. Malta[11] (Trafigura Group Pte Ltd), which controls 24.42%[12], and a group of small shareholders formed around entrepreneur Kris Vansanten[13] (including Christian Democrat politician Etienne Schouppe) who since December 2021 control 15.09% of Nyrstar[14]. In 2018, Nyrstar was the second largest zinc smelter in the world (1.073 million tonnes), after Korea Zinc (1.216 million tonnes) and ahead of Glencore (1.003 million) [15].

The agreements with Glencore International

Mick Davis (left) and Ivan Glasenberg (right), the directors of the merger between Xstrata and Glencore in 2012[16]

Glencore International, one of the world’s commodities giants, sees an opportunity: in 2008, cutting out Trafigura[17], it secures a fabulous contract with the Nyrstar smelter in Hobart (Tasmania), from which Glencore buys 550,000 tonnes of refined zinc metal[18]. Glencore moves in to secure Nyrstar’s value, buying 7.8 per cent of its shares, and in 2011 renews the agreement for the next seven years, until 2018[19]. As zinc prices on the market start to fall in late 2011 Glencore spots a better opportunity and decides to merge with the mining company Xstrata[20], which in turn has its own production to sell[21] and which propels Glencore into top leadership positions from mining to smelting globally.

To allow the merger between the two giants Glencore and Xstrata, the European Commission’s Competition Agency demanded that Glencore renounce its European contract with Nyrstar, because it put the potential new-born multinational in a monopoly situation capable of determining zinc prices and, in addition, Glencore had to sell its 7.8% shareholding in Nyrstar[22]^,[23]. This is a huge sacrifice that Glencore agrees to.

The merger between Glencore and Xstrata creates a big problem for Nyrstar. In 2010, Nyrstar began an expansion project, financed by bank loans that, in turn, are supported by the contract with Glencore. As the world price of zinc metal begins to fall sharply, the Belgian management realises that, in the medium term, it will not be able to repay the bonds unless prices recover.[24] This combined with the purchase of Glencore’s shares places severe strain on Nyrstar and forces Nyrstar to launch a Rights Issue with a Bond Issue and Bond Repurchase in September 2014.

Around the same time, Nyrstar provided an important innovative financing of Talvivaara[25], a Finnish mine producing zinc concentrate using new leading technology with developmental risks, in return for future offtake rights. The mine, situated near Espoo, was in the process of being upgraded, thus in 2014 it was selling only half of the zinc concentrate sold in 2013[26]. The investments required to adjust the existing processes cost a fortune[27], but were necessary because the mine operator was under indictment given the huge environmental issues, the alternative being a complete site closure[28]. Nevertheless, in 2014 the mine filed for bankruptcy leaving Nyrstar with the task to negotiate the best possible deal in exchange for its zinc off-take rights with a nominal value of EUR 203 million at the time of bankruptcy[29].

Fortunately, Hobart escaped the crisis created by the Glencore and Xstrata merger. In 2014, the new management signed a contract with Asia’s largest trader, the Noble Group of Hong Kong (which partly took over Glencore’s contract[30]): in addition to the purchase of zinc (200,000 tonnes per year for four years)[31], Noble bought 1% of Nyrstar’s stock for EUR 6.4 million[32].

The stealthy infiltration of Trafigura

3 September 2007: Heinz Eigner (right) joins Nyrstar, he will become the acting CEO after Roland Junck leaves in December 2014[33]

It is not enough: to cover the buy-back of the Glencore shares and the drop in revenue, Nyrstar needs to raise equity capital and bring new blood into its coffers. The September 2014 Rights Issue gives Trafigura the opportunity they needed to move in on Nyrstar. A loss for Glencore is a gain for Trafigura, yet this is often how things seem to work out in the ‘family feud’ that pits the ex-Rich Boys of Marc Rich, from which both companies originate, against each[34].

Trafigura bought 8.42% by the end of September 2014 mostly as part of the Nyrstar Rights Issue[35]. By early October 2014 Trafigura owned 10.19% of the Belgian group[36] and by the end of that year, Trafigura reached 16.04% of the shares[37].The CEO Roland Junck who had led the repositioning of Nyrstar, left the group[38] in December 2014 and Heinz Eigner, CFO, also became acting CEO. For Heinz Eigner this was his moment of glory, his opportunity to become CEO.

Under Heinz Eigner, a restructuring of the Marketing, Sourcing and Sales organisation swiftly took place, some key managers left[39]. Others, opposed to the strategy of decreasing the turnover share of production and abandoning (in alliance with Trafigura) the plans to trade more metals in-house in favour of agreements with raw material traders[40] also left.

Heinz Eigner likely with Roman Matej[41], Group Controller, on 13 March 2015 fully impaired the Talvivaara Zinc Concentrate Agreement, about 200 million euro, apparently without prior Board approval, which once again weakening Nyrstar’s balance sheet[42]. Despite the fact that Eigner has negotiated an agreement stipulating that Trafigura cannot exceed 49% ownership and that, regardless of this, it cannot have a majority of its representatives elected to the board[43], management had no confidence in the new partner.

In April 2015, despite vehement protests from the Noble Group, two candidates, Christopher Cox (Board member, Trafigura Group) and Martyn Konig join the Nyrstar Board. Martyn Konig, is positioned by Trafigura as an independent Director despite a negative recommendation from the then current Board, and despite clear and obvious existing links with Trafigura, amongst others as the Chief Investment Officer of T-Wealth management, an investment vehicle for the private family office for partners and senior management of the Trafigura Group which is mentioned as his main occupation. He becomes Nyrstar’s strong man[44].

Despite his best efforts, Heinz Eigner is replaced as acting CEO in August 2015[45] and relieved of his duties as CFO[46] when Chris Eger, a Director of M&A at Trafigura in Switzerland, becomes the new CFO on November 20, 2015[47]. He leaves Nyrstar soon afterward.

Trafigura’s regional office in Geneva[48]

In April 2016, a third Trafigura candidate, Jesus Fernandez, Head of Trafigura M&A, is added to the Board and Martyn Konig becomes the Chairman, leading to a de facto control by Trafigura of the Board with 3 out of 6 Board members being key executives at Trafigura Group or Trafigura-linked companies, with Martyn Konig having the decisive vote.

It is not the first time that Trafigura uses this strategy: a year earlier the group bought 19.35% of the Cypriot group EMED Mining Public[49] which, forced to face the global commodities crisis, accepted a loan of 30 million dollars (ten of which came directly from Trafigura)[50] and, in exchange, allowed Trafigura to appoint a new president and a new CEO – a new management that, in a few months, dismantled EMED’s assets[51] and eventually sold almost free of charge what remained to the Spanish group Atalaya, which belongs to the multinational Rio Tinto[52].

Strengthened by Trafigura’s additions to the Board, Chris Eger coming in as CFO from Trafigura M&A and Bill Scotting hired in as CEO to restructure the mines, Nyrstar announces in January 2016 that they have hired investment bankers, whose task is to sell many of the company’s mines[53] to find the almost 300 million dollars needed to avoid yet another financial catastrophe[54]. In this way Nyrstar, whose strategy was to vertically integrate by processing its own zinc concentrate, will now be forced to buy zinc concentrate from Trafigura at very onerous conditions.

While this may temporarily save the balance sheet, it compromises Nyrstar’s ability to recover from the crisis when prices rise again. Ultimately, late in 2016 and throughout 2017, the mines sales are concluded at very low sale prices, nowhere near what was expected. The buyers were mostly small and weak companies and many afterwards faced financial difficulties, including bankruptcy, so the divestment program brought in very limited cash while Nyrstar lost most of the off-take rights to the zinc concentrate mined.

The family jewels were sold off at flea market prices. Interestingly, Bill Scotting left during a Board meeting, just as the mine sales were starting to be concluded on December 13, 2016⁴⁵. The mines of Campo Morado (Mexico), Coricancha (Peru), Cotonga (Peru), El Mochito (Honduras) and El Toqui (Chile) were sold[55]^,[56]. The Langlois mine (Canada) and Tennessee Mines (USA) remain[57], as do Myra Falls[58] (Canada) and Puccarajo[59] (Peru), which were not up for sale or which didn’t find a buyer. As an example, El Mochito was sold off in September 2016 for just 5 million dollars[60].

A year later, El Toqui mine was sold for $25 million to Laguna Gold Ltd[61]. Nyrstar and Laguna entered into an agreement similar to the one signed with El Mochito: the mine sold 85% of its production to Nyrstar for four years, at a fixed price[62]. Coricancha was sold in December 2016 for just $100,000 plus a share of the proceeds[63]. The Campo Morado mine is sold in June 2017 for $20 million[64], but in this case the mine, due to security issues related to the civil war, has been closed since spring 2015[65]. The last mine, Contonga, was sold to Glencore in payment of debts of around $26 million[66].

Coricancha mine facilities in Peru sold off for just $100,000[67] plus a hypothetical earn out and limited-in-time free cash flow participation, while Nyrstar NV kept significant liabilities

Interestingly and importantly of the mines that remained, in early 2020, the Trafigura Group bought 100% of Myra Falls, Langlois (Breakwater Resources) and Nyrstar (Holdings) Canada from the NN2 Newco that was set up in the UK as part of way to siphon off the operating assets of Nyrstar NV[68].

For Nyrstar, of which 20.02% belonged to Trafigura as of September and 23,72% in December 2015, which makes the Swiss group strong enough to influence decisions[69], the decisive hour strikes. Analysts argue that Brussels should check whether Trafigura has taken de facto control of the company[70]. In April 2015, management announces that Nyrstar will not be able to produce 280-310,000 tonnes of zinc concentrate as planned, but at most 260,000 tonnes, as the mines at Myra Falls in Canada and Campo Morando in Mexico close[71].

For the year 2015, Nyrstar announces that underlying Group EBITDA is up 8%, yet an impairment of 564 million euros primarily on Mining segment assets, leads to a net loss of 432 million euros, which strengthens the arguments of Trafigura’s management[72]: Nyrstar, now has 761 million euros in net debt driven by capital expenditures in the Metals Processing segment for the Nyrstar growth and renovation program as well as poor performance of the Mining segment. There is an attempt in December 2015 for a new equity issue that fails, Nyrstar reschedules its issue of new shares for 275 million, of which Trafigura promises to buy 125 million[73].

By November 2015, Nyrstar is squeezed and signs a Relationship Agreement with Trafigura, and commercial contracts including a contract to buy 500,000 tonnes of zinc concentrate per year from Trafigura – about 25% of Nyrstar’s requirements[74]. The terms are very unfavourable to Nyrstar. In addition, there is an agreement to sell refined zinc metal to Trafigura. There are also contracts covering Nyrstar’s lead needs and production.[75].

In February 2016, Noble and Nyrstar prematurely terminated their contract[76], providing Trafigura with an opportunity to expand its grip[77]. In parallel, Trafigura secured additional rights to buy zinc metal (in addition to that still being sold to Glencore) for three years through a prepayment agreement of $150 million[78].

Bill Scotting, Nyrstar’s new CEO replacing acting CEO Heinz Eigner, celebrates the commercial contracts with Trafigura as if it were a victory: ‘it is very supportive of our strategy; the exit from the mines, the focus on metalworking and the restructuring of the budget[79]. To Julien de Wilde, the Belgian Chairman of the Board who leaves, perhaps forced from Trafigura, at the beginning of 2016, Scotting’s words are a tragic joke. The truth is something else: Zinc treatment charges in Trafigura’s contract are way below the industry benchmark[80]; the average treatment charge (processing fee) for zinc concentrate agreed for 2018 with Trafigura is only $37 per metric tonne[81].

A panoramic view of the Peruvian mines of Chinchan, Cotonga and Huallanca[82]

This figure is 75% below the 2018 industry benchmark ($147 per tonne), it is half what Trafigura paid to Nyrstar in 2017 and was only disclosed to the public on September 27, 2019, after the restructuring was completed and the company’s assets were transferred to the UK company, NN2 Newco, that Trafigura had set up for this purpose. This confidential contract does not show up in the balance sheet: Trafigura has started to debone the prey.

In July 2017, Nyrstar and Glencore agree on a new contract, which is due to come into effect in January 2019 – due to EU pressure, this only provides for the US and Tasmanian plants[83]. But that’s okay: the deal is worth 3% of global zinc production[84]. A zinc-for-lead swap negotiation between the two multinationals is added to the old agreement[85].

Despite the questionable partial mine divestment program executed as of late 2016 and substantial discounts granted to Trafigura under the commercial contracts, early 2018 market conditions improve and the company is again facing a prosperous future, as is recognized by several financial analysts. Nevertheless, on September 20, 2018 the company unexpectedly issues a misleading and unnecessary profit warning based on “… a preliminary review of the draft unaudited management financial information of the Company indicates …”[86] leading to a panic in the market and a falling stock price. An ideal pretext to start a capital review process leading inevitably, by design, to the restructuring.

In October 2018, Nyrstar launches a capital structure review with Morgan Stanley – the official reasons: “reduced zinc prices, historically low treatment charges and increased energy prices”[87]. Weak production and high operating costs at the Langlois and Middle Tennessee mines weigh, overall mining revenues (€99 million) continue to fall due to divestments: a 52% drop compared to 2017[88].

Nyrstar had options, Trafigura stalled for time. Financial analysts in an October 2018 investor call had questioned management as to why they were not drawing on an existing Trafigura Working Capital Facility[89], which was said to be committed until the end of the next year for €250 million for general capital purposes. And why did Trafigura keep stalling? On 21 November 2018, Trafigura’s stalling pays off, “The origins of Nyrstar’s liquidity gap stretch back to the transfer of offtake rights from Nyrstar’s former partner, Glencore, to new 24.6% owner Trafigura”[90], ING Bank equity analyst Stijn Demeester said. This Trafigura-inflicted liquidity gap forces Nyrstar to its knees.

On 6 December 2018, Trafigura comes in as the savour by offering a $650m ‘savings package’ that, practically, commits essentially all of Nyrstar’s assets, including its Crown Jewel, the almost completed Australian Port Pirie smelter: yet another suicidal blow to Nyrstar’s independence, and this time everyone gets angry[91]. The immediate effect of this operation is to increase the power of the Swiss giant[92].

The implosion

Nyrstar CEO Hilmar Rode (left) and Trafigura’s T Wealth Management insider (Chairman of Nyrstar) Martyn Konig[93]

What Nyrstar and its Chairman, Martyn Konig, don’t say is that all this is happening while the average zinc price per tonne overall has risen: $2896 in 2017, $2922 in 2018, and the trend for the following six months is positive[94]. In addition, zinc treatment charges are rising rapidly, hitting a 2.5-year high in October 2018[95].

In a normal situation, this brings a ray of sunshine to a company’s accounts – but the opposite is happening, and so the voices of those who fear illicit activities by Trafigura’s loyalists are growing[96]. After all, Martyn Konig complains of declining treatment charges, but it was under his Chairmanship that the most onerous conditions were negotiated and agreed upon, with amendments granting Trafigura huge discounts on treatment charge rates, thus at outrageously low prices[97]. Yet, despite evidence to the contrary, Konig continued to repeat the same lie[98].

We are now after the implosion, Nyrstar’s operating assets are now with a newly created UK company NN2 Newco: in September 2019, a small group of shareholders is demanding compensation of EUR 1.48 billion (increased to EUR 2 billion in December 2021) from Trafigura because the Swiss company, in violation of all agreements, came to control 98% of Nyrstar’s operating assets[99]. The accusation is clear: The majority of Nyrstar’s Board and several key managers, loyal to Trafigura[100], allowed money and assets to be drained from the Belgian company to the UK for the 98% benefit of the Trafigura Group[101].

In parallel, important turnaround investments were made in Port Pirie to turn it into a top-notch production facility, considered by many to become the Crown Jewel of the Company, which added further pressure on the balance sheet. When macro-economic conditions started to improve, and just when the turnaround investments were expected to start paying off, the restructuring resulted in Trafigura taking 98% ownership of Nyrstar’s operational assets.

FSMA, Belgium’s market regulator, has complained that, according to official documents, shareholders do not have enough information to approve the 2018 annual accounts[102], because the company’s auditing firm[103] found irregularities[104]. FSMA complains about a lack of transparency on share movements and negotiations on the new agreement[105]. Nyrstar reacts formally but does nothing[106]. As a result, in July 2019, Nyrstar loses its operational entities and 98% of the group’s assets[107] end up in the claws of Trafigura. Moreover, burdened by another loan of 13.5 million euros secured by the remaining 2% in the new company, and subject to stringent compliance restrictions, Trafigura effectively has full control over the Board and what that may say[108].

Minority shareholders start legal proceedings in which they claim that Trafigura has illegally used its influence to negotiate contracts unfavourable to Nyrstar[109], and that these agreements have caused the economic disaster of the Belgian group[110]. Nyrstar’s management and Trafigura defend themselves, stating that without the restructuring the company would have gone bankrupt, and the shareholders would have lost everything[111]. The court battle continues, with the next hearing scheduled for 17 February 2022[112].

The Cuckoo is ready to fly out

A panoramic photo of the plants that Nala Renewables, the new Trafigura group company, has installed in place of Nyrstar’s infrastructure in Belen[113]

In the meantime, the new operating company takes several steps to complete the restructuring, boost profitability and polish its reputation in the market. In parallel, Trafigura appears to cherry pick key assets, first “absorbed” in July 2019, then not being satisfied with 98% control, takes 100% control of Myra Falls Ltd and its mine, Breakwater Resources Ltd and the Langlois mine as well as Nyrstar Canada (Holding) Ltd[114]. In October 2021, it is revealed that Nyrstar’s management has cut zinc production at three European smelters (Budel-Dorplein in the Netherlands, Balen in Belgium and Auby in France) by 50%[115], leading to a 14-year high peak in the market price of Zinc. The combination of physical assets, warehouse storage and trading activities give Trafigura, and Glencore, enviable power across the global commodity markets. Marc Rich, who tried to corner the zinc market in 1992, would be proud[116]. Trafigura celebrates a record-breaking 2021[117] and the first equity stake in a new London-based holding company, called Nala Renewables, which is investing €30 million to develop one of Belgium’s largest Battery Energy Storage Systems (BESS) at the site of Nyrstar’s Balen smelter[118]. According to the business plan presented to the bondholders in February 2019, the new Nyrstar will generate underlying EBITDA levels in excess of 400 million annually – unfortunately 98% to the benefit of Trafigura[119].

An operation of industrial cynicism, whose legality is now being analysed by the courts, but whose impressive political value should be addressed by the EU Commission and the Belgian government. The entire national political system, over the last 2.5 years, has remained silent about what happened at Nyrstar, expressing concern only about the redundancies in the factories on Belgian territory.

We do not understand why. Nyrstar is the second largest zinc smelter in the world, active in a market that is of strategic value, in addition to being an important piece of Belgian history and a center of competence and entrepreneurial skills. Just undo the impact of the decisions taken by Nyrstar’s management since it was dominated by men loyal to Trafigura. And let the Swiss giant pay the bill, otherwise it will continue to act as it has done so far – in defiance of all rules.

The minority shareholders of Nyrstar, who have initiated proceedings against the unneeded and harmful restructuring of Nyrstar, claim the nullity of the restructuring agreement, the payment of damages by Trafigura to Nyrstar NV in the amount of approximately 2 billion euros, and a review of the Belgian institutional framework for the protection of minority shareholders in order to prevent similar fraudulent schemes in the future. May the Force be with them.

[1] Toni Ricciardi, “Marcinelle, 1956”, Donzelli, Roma 2016; https://www.donzelli.it/libro/9788868435066

[2] https://www.cairn.info/les-secrets-de-la-belgique–9782262043995-page-65.htm

[3] https://archives.africamuseum.be/agents/corporate_entities/21

[4] https://search.arch.be/de/?option=com_rab_findingaids&view=findingaid&format=pdf&eadid=BE-A0545_006633_006537_FRE

[5] Crawford Young, Thomas Edwin Turner, “The rise and decline of the Zairian State”, University of Wisconsin Press, Madison WI 1985

[6] https://www.umicore.fr/fr/a-propos/historique/#puzzle3

[7] https://archive.wikiwix.com/cache/index2.php?url=https%3A%2F%2Fwww.lesechos.fr%2F24%2F04%2F2007%2FLesEchos%2F19905-169-ECH_umicore-et-zinifex-formalisent-leur-projet-de-coentreprise-dans-le-zinc.htm#federation=archive.wikiwix.com ; https://archive.wikiwix.com/cache/index2.php?url=http%3A%2F%2Fwww.usinenouvelle.com%2Farticle%2Fnyrstar-naissance-officielle-du-numero-un-mondial-du-zinc.N20281#federation=archive.wikiwix.com

[8] https://www.nyrstar.com/ ; https://www.nyrstar.com/products/other-metals

[9] https://www.nyrstar.com/our-story ; https://www.nyrstar.com/operations/processing

[10] https://www.nyrstar.be/en/investors/share-and-bondholder-information/shareholder-structure

[11] https://sec.report/CIK/0001787012 ; https://lei.report/LEI/549300Q5QIA1RT7YQR81

[12] https://www.nyrstar.be/~/media/Files/N/Nyrstar-IR/share-and-bondholder-information/Transparency%20declaration.pdf