find the latest legal job
Corporate/Commercial Lawyers (2-5 years PAE)
Category: Corporate and Commercial Law | Location: Adelaide SA 5000
· Specialist commercial law firm · Long-term career progression
View details
Graduate Lawyer / Up to 1.5 yr PAE Lawyer
Category: Personal Injury Law | Location: Brisbane CBD & Inner Suburbs Brisbane QLD
· Mentoring Opportunity in Regional QLD · Personal Injury Law
View details
Corporate and Commercial Partner
Category: Corporate and Commercial Law | Location: Adelaide SA 5000
· Full time · Join a leading Adelaide commercial law firm
View details
In-house Legal Counsel & Commercial Lawyers
Category: Corporate and Commercial Law | Location: All Sydney NSW
· Providing lawyers with flexibility and control over when they work, how they work and who they work for.
View details
In-house Legal Counsel & Commercial Lawyers
Category: Corporate and Commercial Law | Location: All Melbourne VIC
· Providing lawyers with flexibility and control over when they work, how they work and who they work for.
View details
Allens, Linklaters help alloy smelters

Allens, Linklaters help alloy smelters

ALLENS ARTHUR ROBINSON and Linklaters advised on the proposal to create the world’s largest zinc metal producer under an agreement between Australian company Zinifex and Belgian firm Umicore to…

ALLENS ARTHUR ROBINSON and Linklaters advised on the proposal to create the world’s largest zinc metal producer under an agreement between Australian company Zinifex and Belgian firm Umicore to merge their zinc smelting and alloying businesses.

The $4 billion worth of smelting assets will be spun off into a new joint venture company called Nyrstar, to be headquartered in London, and incorporated in Belgium.

As well as two mines, Zinifex owns four smelters, with two in Australia, one in the United States and the other in the Netherlands. Along with zinc alloys, chemicals and building products, Umicore provides metal alloys for a large range of products.

The new company will employ 4,500 people on four continents and produce 1.2 million tons of zinc and zinc alloys per year.

Allens said it assisted Zinifex’s general counsel, Francesca Lee, to advise the company on all aspects of the transaction. The law firm’s team included Craig Henderson, Gadi Bloch, Paul Washington, and Wei-Ee Cheah.

Linklaters De Bandt, the Belgian arm of Linklaters, acted for Umicore.

After approval is gained from Zinifex shareholders in July this year, it is planned that Nyrstar will be formed during September. An initial public offer (IPO) of shares in Nyrstar will also be made soon after approval is gained from shareholders.

Allens lead partner Craig Henderson said the scale and multiple jurisdictions involved made it a complex deal, which involved Australian and Belgian parties; a joint venture vehicle incorporated in Belgium and intended IPO regulated under Belgian security laws.

The assets to be transferred to the IPO also include shares in US, European, Chinese and Thai companies, and Umicore has a substantial holding in a listed Thai company.

The IPO is also likely to be marketed to the US among other jurisdictions, so it is necessary to comply with US securities laws.

“In a transaction like this, where the parties are contributing different assets to a new joint venture vehicle, it’s obviously important to ensure that the parties’ respective economic interests in the joint venture reflect the value they are bringing to the vehicle,” said Henderson.

“This exercise was complicated by the fact that the parties’ objective was that their respective economic interests should be determined as at the time of their exit from the joint venture, via an IPO of Nyrstar, and that in the meantime, Nyrstar should operate as a 50-50 joint venture between Zinifex and Umicore.

“While it is hoped that an IPO will occur later this year, it’s always possible that equity market conditions may not allow for an IPO for some time.”

This meant his team had to develop some novel mechanisms for determining the parties’ relevant economic interests in Nyrstar that accommodated the lack of certainty of the timing of the IPO, and also allowed Nyrstar to operate as a 50-50 joint venture pending an IPO.

Allens also acted for Zinifex directors when the company was floated following Pasminco Limited’s voluntary administration in 2001. The law firm advised on the formation of Zinifex and the IPO which took place in 2004.

Like this story? Read more:

QLS condemns actions of disgraced lawyer as ‘stain on the profession’

NSW proposes big justice reforms to target risk of reoffending

The legal budget breakdown 2017

Allens, Linklaters help alloy smelters
lawyersweekly logo
Promoted content
Recommended by Spike Native Network
more from lawyers weekly
06:04
Young humanitarian lawyer California-bound
A young Australian lawyer will be travelling to the US next year for a prestigious nine-month study ...
Jackie Rhodes
Dec 12 2017
Report sheds light on LGBTQI inclusion in law firms
A recent report has revealed the varying perceptions on LGBTQI diversity and inclusion in the Austra...
Women in business
Dec 12 2017
Annabel Crabb headlines Women in Business Forum
Political journalist Annabel Crabb has appeared at the Coleman Greig Lawyers Women in Business Forum...
APPOINTMENTS
Allens managing partner Richard Spurio, image courtesy Allens' website
Jun 21 2017
Promo season at Allens
A group of lawyers at Allens have received promotions across its PNG and Australian offices. ...
May 11 2017
Partner exits for in-house role
A Victorian lawyer has left the partnership of a national firm to start a new gig with state governm...
Esteban Gomez
May 11 2017
National firm recruits ‘major asset’
A national law firm has announced it has appointed a new corporate partner who brings over 15 years'...
opinion
Nicole Rich
May 16 2017
Access to justice for young transgender Australians
Reform is looming for the process that young transgender Australians and their families must current...
Geoff Roberson
May 11 2017
The lighter side of the law: when law and comedy collide
On the face of it, there doesn’t seem to be much that is amusing about the law, writes Geoff Rober...
Help
May 10 2017
Advocate’s immunity – without fear or without favour but not both
On 29 March 2017, the High Court handed down its decision in David Kendirjian v Eugene Lepore & ...