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Nyrstar makes revised proposal to CBH Resources Limited


Nyrstar NV today announced that it had made a revised proposal (Revised Nyrstar Proposal) to CBH Resources Limited (ASX: CBH) (CBH) in relation to a potential transaction regarding the ownership of CBH.

CBH is an Australian based mineral resource company listed on the Australian Securities Exchange producing zinc, lead and silver from the Endeavour mine at Cobar in New South Wales, and has a number of base metal developments in Australia. The approach by Nyrstar to CBH is consistent with Nyrstar’s strategy to selectively pursue opportunities in mining.

The Revised Nyrstar Proposal represents an improvement to Nyrstar’s earlier proposal to CBH (made on 18 December 2009), valuing the ordinary shares and convertible notes at approximately A$290 million (approximately €190 million); comprising A$0.195 per CBH ordinary share, and A$750 per convertible note issued by CBH.

The Revised Nyrstar Proposal, which was made earlier today in Australia, is conditional and would involve CBH entering into interdependent schemes of arrangement with its shareholders and convertible noteholders that would result in all of the outstanding ordinary shares and convertible notes in CBH being transferred to Nyrstar for cash, or alternatively, Nyrstar shares. It is conditional upon the completion of confirmatory due diligence by Nyrstar, execution of a scheme implementation agreement (subject to customary conditions) by no later than 8 April 2010 and postponement of the CBH shareholders’ meeting currently scheduled to occur on 30 March 2010 to consider the Toho Proposal (see below). Nyrstar has requested that CBH respond to its revised proposal by 15 March 2010.

The Revised Nyrstar Proposal was made following the announcement by CBH on 21 January 2010 that it had entered into a binding heads of agreement with its largest shareholder and convertible noteholder, Toho Zinc Co Ltd (Toho), in relation to an alternative transaction involving the sale by CBH to Toho of an interest in one of its major development assets to Toho, the issue of new shares to Toho and the repurchase of CBH’s convertible notes on issue (including to Toho) (Toho Proposal). All transactions contemplated by the Toho Proposal are conditional upon the approval of CBH shareholders.

Nyrstar believes that the Revised Nyrstar Proposal would provide superior value to CBH’s ordinary shareholders than the Toho Proposal because it would provide a cash payment for CBH ordinary shares (or, at the election of CBH shareholders, shares in Nyrstar) at a substantial premium to the price at which CBH shares have traded in recent times. The value in the Revised Nyrstar Proposal of A$0.195 per CBH ordinary share is substantially greater than the price at which CBH’s ordinary shares traded before Nyrstar’s initial proposal was made public and represents a premium of 51.0% to the volume-weighted average price (VWAP) for CBH’s ordinary shares over the 30-day period up to and including 11 March 2010. The Revised Nyrstar proposal also represents a premium of 35.6% to the VWAP since 21 January 2010 - the date on which the Toho Proposal was announced to the market.

About CBH Resources Limited (ASX: CBH)
CBH Resources Limited is an Australian publicly listed resource company producing zinc, lead and silver from the Endeavour Mine at Cobar in New South Wales. CBH also has base metal developments at Panorama, Western Australia (copper-zinc) and Broken Hill, New South Wales (zinc-lead-silver), a concentrate ship-loading facility at Newcastle, New South Wales and exploration positions in the metal provinces associated with each project.

About Nyrstar
The partner of choice in essential resources for the development of a changing world. Nyrstar is a leading global multi-metals’ business, producing significant quantities of zinc and lead as well as other products (including silver, gold and copper). Nyrstar is listed on NYSE Euronext Brussels under the symbol NYR. For further information visit the Nyrstar website,

Important Notice. Unless and until a binding scheme implementation agreement is entered into, Nyrstar will be under no obligation to CBH Resources Limited or any other person with respect to the Proposal. This announcement is not, and cannot be considered to be, notification of an offer or proposed offer pursuant to section 631 of the Corporations Act of Australia.


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