Nyrstar Formally Placed Under Suspicion Ahead of 30 June Shareholder Meeting

Editor
1 day ago
3 min read

Just weeks before Nyrstar shareholders are scheduled to vote on the proposed discontinuation of the company, Nyrstar has been formally designated as a criminal suspect in the ongoing investigation into the controversial 2019 restructuring. Combined with a new intervention by Belgium’s financial regulator, the FSMA, this development could have significant implications for the upcoming General Assembly and the ongoing efforts by minority shareholders united through Nyrstar Collective to seek accountability and restitution.

Formal Suspicion Marks a Major Turning Point

Nyrstar announced on 8 June 2026 that it has been formally placed under suspicion in the ongoing criminal investigation for forgery and the use of forged documents, the filing of false annual accounts, and misuse of corporate assets. The investigation centers on the 2019 restructuring through which Trafigura, then Nyrstar’s largest shareholder and principal lender, acquired ownership of Nyrstar’s operating assets.

Particularly significant is the inclusion of allegations relating to misuse of corporate assets. For the first time, an investigation extends beyond questions of disclosure of information and accounting and towards the substance of the transactions that enabled Trafigura’s acquisition of Nyrstar’s operational business.

Potentially Far-Reaching Consequences

Should the investigation ultimately lead to prosecution and conviction, the consequences could extend well beyond the company itself. Such an outcome would have a significant impact on Trafigura’s global metals business as the restructuring could potentially be nullified, which implies the operational assets would return to Nyrstar’s initial shareholders.

Since 2019, Trafigura has actively repositioned these assets, pursued public support for parts of its Australian and European zinc operations and divested certain parts of the business, including the Tennessee mining operations sold to Korea Zinc.

The broader significance of the case should not be underestimated. The assets sit at the heart of Western supply chains for industrial metals. Any legal uncertainty surrounding their ownership would attract attention not only from investors and regulators, but also from governments and industrial partners with strategic interests in the sector.

Nyrstar’s operational assets were estimated at approximately EUR 2 billion at the time and arguably became even more valuable amid growing demand for critical minerals and increasing concerns over supply-chain security. This does not take into account the additional value of synergies for Trafigura in its other lines of business, which are substantial but hard to assess given the private partnership structure of the company and its complex governance and reporting structure.

FSMA Demands Independent Assessment

Following Nyrstar’s formal designation as a criminal suspect, the FSMA has required the company to obtain independent legal advice on the consequences of a potential dissolution and liquidation and to inform shareholders accordingly.

The regulator stated that any dissolution or liquidation should not jeopardise the proper conduct of the criminal investigation, nor impair the company’s ability to act against potentially responsible third parties.

The latter point is especially noteworthy. While the FSMA does not identify any specific party, the reference to potential claims against responsible third parties inevitably raises questions given Trafigura’s multiple roles as Nyrstar’s reference shareholder, client, effective board member and lender before the restructuring and, since 2019, the owner of the group’s operating assets.

Questions Surrounding the FSMA’s Intervention

And yet, legitimate concerns can be raised about the FSMA’s intervention. At first glance, the regulator’s decision appears decisive. The question, however, is whether this measure will prove to be a genuine safeguard or merely a lifeline for Nyrstar’s board of directors.

By allowing Nyrstar itself to select the lawyer who will prepare the opinion, the FSMA effectively relinquishes control over the process. The exercise will only add real value if it also critically examines the board's ability to act independently, given the existence of a Limited Recourse Loan Facility (LRLF) which prevents Nyrstar from taking legal action against Trafigura or against the restructuring that is the subject of the criminal investigation.

Defining Moment for the Future of Nyrstar

Nyrstar's placement under formal criminal suspicion represents the most significant development since minority shareholders began challenging the 2019 restructuring through a series of legal proceedings.

Shareholders gathering on 30 June will not simply be voting on the discontinuation of Nyrstar, provided the topic remains on the agenda given recent developments. They will be doing so while the transaction that transformed the company comes under unprecedented judicial scrutiny and the case enters what could prove to be its most consequential phase yet.