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Form S-8

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Ferroglobe PLC

(Exact name of Registrant as specified in its charter)

 

 

 

England and Wales     N/A

(State or other jurisdiction

of incorporation or organization)

    

I.R.S. Employer

Identification No.

c/o Legalinx Ltd

One Fetter Lane,

London, EC4A 1BR

+44-800-9758080

(Address and telephone number of Registrant’s

principal executive offices)

Globe Specialty Metals, Inc.

2006 Employee, Director and Consultant Stock Plan

(Full Title of the Plan)

Stephen Lebowitz, Chief Legal Officer

600 Brickell Avenue

Suite 3100

Miami, FL 33131

(Name and address of agent for service)

(786) 509-6900

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   þ    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities to be registered  

Amount

to be
registered (1)(2)

   Proposed
maximum
offering price
per share (3)		  

Proposed
maximum
aggregate

offering price (3)

  

Amount of

registration fee (4)

Ordinary Shares, nominal value $7.50 per share

   1,310,666   $16.80   $22,015,230.25   $2,216.93

 

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an additional indeterminable number of ordinary shares of the registrant, nominal value $7.50 per share (“Ordinary Shares”), that become issuable under the Globe Specialty Metals, Inc. 2006 Employee, Director and Consultant Stock Plan as may be necessary to adjust the number of Ordinary Shares being offered or issued pursuant to such plan as a result of stock splits, stock dividends or similar transactions.
(2) Represents Ordinary Shares issuable upon exercise or settlement of awards that have been granted pursuant to the Globe Specialty Metals, Inc. 2006 Employee, Director and Consultant Stock Plan (as converted based on the exchange ratio of one Ordinary Share for each share of Globe common stock, par value $0.0001 per share, outstanding immediately prior to the completion of the business combination).
(3) Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the weighted average exercise price of outstanding options under the Globe Specialty Metals, Inc. 2006 Employee, Director and Consultant Stock Plan.
(4) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $100.70 per $1,000,000 of the proposed maximum aggregate offering price.

 

 

 

 

- 2 -

EXPLANATORY NOTE

Pursuant to the Business Combination Agreement, dated February 23, 2015, as amended and restated on May 5, 2015 and as further amended on each of September 10, 2015 and November 11, 2015 (the “Business Combination Agreement”), entered into by Globe Specialty Metals, Inc. (“Globe”) with, among others, Grupo Villar Mir, S.A.U. and Grupo FerroAtlántica, S.A.U. (“FerroAtlántica”), the parties agreed to combine the businesses of Globe and FerroAtlántica under Ferroglobe PLC, a new holding company formerly known as VeloNewco Limited and organized under the laws of England and Wales (“Ferroglobe” or the “Registrant”). As a result of the completion of the transactions contemplated by the Business Combination Agreement, Globe became a wholly owned subsidiary of Ferroglobe.

Pursuant to the Business Combination Agreement, at the effective time of the business combination, each option to acquire shares of Globe (a “Globe Stock Option”) granted under (i) the Globe 2006 Employee, Director and Consultant Stock Plan, (ii) the Globe 2010 Annual Executive Bonus Plan, (iii) the Globe 2011 Annual Executive Long-Term Incentive Plan, (iv) the Globe 2012 Long-Term Incentive Plan or (v) the Globe Amended and Restated Director Compensation Plan that is outstanding and unexercised, whether or not then vested or exercisable, will be converted into an option to acquire Ordinary Shares (a “Ferroglobe Stock Option”). Each Ferroglobe Stock Option as so converted will continue to have, and will be subject to, the same terms and conditions as applied to the Globe Stock Option immediately prior to the effective time of the business combination. Each Ferroglobe Stock Option as so converted will be an option to acquire that number of Ordinary Shares equal to the product of (i) the number of Globe Shares subject to such Globe Stock Option and (ii) the Exchange Ratio (as defined in the Business Combination Agreement), at an exercise price per Ordinary Share equal to the quotient obtained by dividing (x) the exercise price per Globe share underlying such Globe Stock Option by (y) the Exchange Ratio.

This Registration Statement on Form S-8 (the “Registration Statement”) relates to the registration of Ordinary Shares, nominal value $7.50 per share, of Ferroglobe to be offered and sold with respect to options granted under the Globe 2006 Employee, Director and Consultant Stock Plan which were assumed by Ferroglobe.

 

- 3 -

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information*

 

Item 2. Registrant Information and Employee Plan Annual Information*

 

* Information required by Part I to be contained in a Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

The following documents previously filed by the Registrant or Globe with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:

1. Ferroglobe’s final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act on August 12, 2015 (the “Prospectus”) in connection with the Registrant’s Registration Statement on Form F-4 (Registration No. 333-203921);

2. The description of the Registrant’s Ordinary Shares contained in the Prospectus under the heading “Description of Holdco Shares” and all other amendments and reports filed for the purpose of updating such description; and

3. Globe’s Annual Report on Form 10-K for the year ended June 30, 2015, filed with the Commission on August 26, 2015, as amended on October 28, 2015.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Item 4. Description of Securities.

Not Applicable.

 

Item 5. Interests of Named Experts and Counsel

Not Applicable.

 

Item 6. Indemnification of Directors and Officers

Under the Registrant’s Articles of Association, subject to the provisions of the U.K. Companies Act 2006 and applicable law, the Registrant will exercise all the powers of the company to (i) indemnify any person who is or was a Registrant director (including by funding any expenditure incurred or to be incurred by him or her) against any loss or liability, whether in connection with any proven or alleged negligence, default, breach of duty or breach of trust by him or her or otherwise, in relation to the Registrant or any associated company; and/or (ii) indemnify to any extent any person who is or was a Registrant director of an associated company that is a trustee of an

 

- 4 -

occupational pension scheme (including by funding any expenditure incurred or to be incurred by him or her) against any liability, incurred by him or her in connection with the Registrant’s activities as trustee of an occupational pension scheme; including insurance against any loss or liability or any expenditure he or she may incur, whether in connection with any proven or alleged act or omission in the actual or purported execution or discharge of his or her duties.

Subject to the provisions of the U.K. Companies Act 2006, the Registrant will exercise all the powers of the company to purchase and maintain insurance for or for the benefit of any person who is or was a director, officer or employee of the Registrant, or a trustee of any pension fund in which employees of the Registrant are or have been interested, including insurance against any loss or liability or any expenditure he or she may incur, whether in connection with any proven or alleged act or omission in the actual or purported execution or discharge of his or her duties.

No Registrant director or former Registrant director shall be accountable to the Registrant or the members for any benefit provided pursuant to the Registrant’s Articles of Association. The receipt of any such benefit shall not disqualify any person from being or becoming a Registrant director.

 

Item 7. Exemption from Registration Claimed

Not applicable.

 

Item 8. Exhibits

See Exhibit Index on page 9.

 

Item 9. Undertakings

(a)    The Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registrant Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

- 5 -

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant, unless in the opinion of its counsel the matter has been settled by controlling precedent, will submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

- 6 -

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 7th day of January, 2016.

 

FERROGLOBE PLC
By:  

/s/ FERROGLOBE PLC

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Stephen Lebowitz his true and lawful attorney-in-fact and agent with power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done to comply with the provisions of the Securities Act and all requirements of the Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

 

Signatures

        

Title

  

Date

/s/ Alan Kestenbaum

Alan Kestenbaum

      

Director and Executive Chairman

and Principal Executive Officer

   January 7, 2016

/s/ Joseph Ragan

Joseph Ragan

      

Chief Financial Officer and

Principal Accounting Officer

   January 7, 2016

/s/ Javier López Madrid

Javier López Madrid

      

Director and Executive Vice-Chairman

   January 7, 2016

/s/ Greger Hamilton

Greger Hamilton

      

Director

   January 7, 2016

/s/ Tomás García Madrid

Tomás García Madrid

      

Director

   January 7, 2016

/s/ Javier Monzón

Javier Monzón

      

Director

   January 7, 2016

 

- 7 -

/s/ Juan Villar-Mir de Fuentes

Juan Villar-Mir de Fuentes

      

Director

   January 7, 2016

/s/ Donald G. Barger, Jr.

Donald G. Barger, Jr.

      

Director

   January 7, 2016

/s/ Stuart E. Eizenstat

Stuart E. Eizenstat

      

Director

   January 7, 2016

/s/ Bruce L. Crockett

Bruce L. Crockett

      

Director

   January 7, 2016

/s/ Stephen Lebowitz

Stephen Lebowitz

      

Authorized Representative in the United States

   January 7, 2016

 

- 8 -

EXHIBIT INDEX

Exhibit

 

  4. Globe Specialty Metals, Inc. 2006 Employee, Director and Consultant Stock Option Plan*

 

  5. Opinion of Slaughter and May as to the validity of the Registrant’s Ordinary Shares

 

23. Consents of experts and counsel

 

  (a) Consent of Slaughter and May as to the validity of the Registrant’s Ordinary Shares: included in Exhibit 5

 

  (b) Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Globe Specialty Metals, Inc.

 

  (c) Consent of KPMG, former Independent Registered Public Accounting Firm for Globe Specialty Metals, Inc.

 

  (d) Consent of Deloitte, S.L., Independent Registered Public Accounting Firm for Grupo FerroAtlántica S.A. (Sociedad Unipersonal)

 

  (e) Consent of Deloitte, S.L., Independent Registered Public Accounting Firm for Ferroglobe PLC

 

24. Power of Attorney: included on signature page

 

* Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed by Globe Specialty Metals, Inc. with the Commission on July 25, 2008.

 

- 9 -

EX-5

Exhibit 5

 

   7 January 2016

Ferrogolobe plc

    Your reference

One Fetter Lane

London

United Kingdom

EC4A 1BR

   
   Our reference
   RLC/JSCO
   Direct line
   +44(0)20 7090 5107

Dear Sirs

Ferroglobe Plc (the “Company”)

We have acted as legal advisers to the Company as to English law in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company to be filed with the United States Securities and Exchange Commission (the “SEC”) on 7 January 2016. We have not been involved in the preparation of the Globe Equity Plan (as defined below) and our involvement has been limited to the writing of this letter. We have not been concerned with investigating or verifying the facts set out in the Registration Statement.

Unless otherwise defined in this letter, expressions defined in the Registration Statement have the same meanings when used in this letter.

This letter sets out our opinion on certain matters of English law as at today’s date and as currently applied by the English courts. We express no opinion on European Union law as it affects or would be applied in any jurisdiction other than England and Wales. We have not made any investigation of, and do not express any opinion on, any other law. This letter is to be governed by and construed in accordance with English law.

For the purposes of this letter, we have examined:

 

(A) a copy of the Registration Statement filed with the Securities and Exchange Commission on the date hereof;

(B) a copy of the Memorandum and Articles of Association of the Company (the “Articles of Association”) (together with the resolutions and agreements filed at Companies House under section 30 of the Companies Act 2006 and its predecessors);

 

(C) the company secretary’s certificate dated 7 January 2016 in respect of the Company (the “Secretary’s Certificate”); and

 

(D) a copy of the rules of the Globe 2006 Employee, Director and Consultant Stock Plan (the “Globe Equity Plan”).

For the purposes of this letter, we have carried out in respect of the Company:

 

(A) a search at the Registrar of Companies in respect the Company on 6 January 2016; and

 

(B) a telephone search at the Central Registry of Winding-Up Petitions in respect of the Issuer on 6 January 2016,

together the “Searches”.

For the purposes of this letter, we have assumed:-

 

(A) the conformity to original documents of all copy (including electronic copy) documents examined by us;

 

(B) that the statements contained in the Secretary’s Certificate are complete and accurate as at today’s date;

 

(C) that all signatures on the executed documents which, or copies of which, we have examined are genuine;

 

(D) that the copy of the Memorandum and Articles of Association of the Company examined by us is complete and up to date and would, if issued today, comply, as respects the Articles of Association, with section 36 of the Companies Act 2006;

(E) in resolving to issue the Ordinary Shares, the directors of the Company will act in good faith to promote the success of the Company for the benefit of its members as a whole and in accordance with any other duty, breach of which could give rise to such transactions being avoided;

 

(F) that the names of the appropriate persons will be entered in the Company’s register of members upon allotment of the Ordinary Shares;

 

(G) that (i) the information disclosed by the Searches referred to above at the time each was conducted, was complete, up to date and accurate and has not since then been altered or added to and (ii) the Searches did not fail to disclose any information relevant for the purposes of this opinion;

 

(H) that (i) the Company has not made any proposal for a voluntary arrangement or obtained a moratorium under Part I of the Insolvency Act 1986, (ii) the Company has not given any notice in relation to or passed any winding-up resolution, (iii) no application has been made or petition presented to a court, and no order has been made by a court, for the winding-up or administration of the Company, and no step has been taken to strike off or dissolve the Company, (iv) no liquidator, administrator, receiver, administrative receiver, trustee in bankruptcy or similar officer has been appointed in relation to the Company or any of its assets or revenues, and no notice has been given or filed in relation to the appointment of such an officer, and (v) no analogous procedure has been commenced in any jurisdiction outside England and Wales in relation to the Company or any of its assets or revenues;

 

(I) that the performance of each obligation under the Globe Equity Plan is not illegal or contrary to public policy in any place outside England or Wales in which that obligation is to be performed;

 

(J) that all acts, conditions or things to be fulfilled, performed or effected in connection with the Globe Equity Plan under the laws of any jurisdiction other than England and Wales have been duly fulfilled, performed and effected;

 

(K) that the Globe Equity Plan which we have examined is in force, were validly adopted by the Company and have been and will be operated in accordance with their terms;

(L) that a meeting of the board of directors of the Company or a duly authorised and constituted committee of the board of directors of the Company has been or will be duly convened and held, prior to the allotment and issue of the Ordinary Shares, at which it was or will be resolved to allot and issue the Shares;

 

(M) that the Ordinary Shares will be issued in accordance with the rules of the Globe Equity Plan;

 

(N) that the Ordinary Shares, before allotment or issue, will be fully paid up in accordance with the Companies Act 2006;

 

(O) that the Globe Equity Plan will be deemed to be an “employees’ share scheme” for the purposes of section 1166 of the Companies Act 2006;

 

(P) that the provisions of section 682 of the Companies Act 2006 will apply to the allotment and issue of Ordinary Shares pursuant to the Globe Equity Plan;

 

(Q) that the Company has not made and will not make a payment out of capital in respect of the purchase of its own shares which would cause a liability to be incurred by its shareholders under the UK Insolvency Act 1986 (as applicable);

 

(R) that none of the holders of the Company’s Ordinary Shares has received or will receive any dividends or distribution which constitute an unlawful distribution pursuant to common law or the Companies Act 2006 (as applicable);

 

(S) that there is no actual or implied additional contractual relationship between the Company and the holders of the Ordinary Shares, except for any contract of employment, the Company’s Articles of Association and the Globe Equity Plan;

 

(T) that the directors of the Company have complied with their duties as directors in so far as relevant to this opinion letter;

 

(U) that any subordinate legislation made under the European Communities Act 1972 and relevant to this opinion is valid in all respects; and

(V) all acts, conditions or things required to be fulfilled, performed or effected in connection with the Ordinary Shares under the laws of any jurisdiction other than England have been duly fulfilled, performed and effected.

Based on and subject to the foregoing and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the following opinion:-

the Ordinary Shares to be issued by the Company pursuant to and in accordance with the terms of the Globe Equity Plan, when so issued, will be validly issued, credited as fully paid and non assessable. In this context “non-assessable” means that the holder of an Ordinary Share is not liable, solely because he is a holder of an Ordinary Share, for additional assessments or calls on the Ordinary Share by the Company or its creditors.

Our reservations are as follows:-

 

(A) insofar as any obligation under the Globe Equity Plan is to be performed in any jurisdiction other than England and Wales, an English Court may have to have regard to the law of that jurisdiction in relation to the manner of performance and the steps to be taken in the event of defective performance;

 

(B) we express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Company under or in respect of the Globe Equity Plan;

 

(C) the obligations of the Company and the remedies available to the Company or participants under or in respect of the Globe Equity Plan will be subject to any law from time to time in force relating to liquidation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights;

 

(D) we have not been responsible for verifying the accuracy of the information or the reasonableness of any statements of opinion contained in the Registration Statement other than Exhibit 5, or that no material information has been omitted from it. In addition, we express no opinion as to whether the Registration Statement (or any part of it) contained or contains all the information required to be contained in it or whether the persons responsible for the Registration Statement have discharged their obligations thereunder; and

(E) the Searches are not conclusive as to whether or not insolvency proceedings have been commenced in relation to the Company or any of its assets. For example, information required to be filed with the Registrar of Companies or the Central Registry of Winding up Petitions is not in all cases required to be filed immediately; once filed, the information may not be made publicly available immediately (or at all); information filed with a District Registry or County Court may not, and in the case of administrations will not, become publicly available at the Central Registry; and the Searches may not reveal whether insolvency proceedings have been commenced in jurisdictions outside England and Wales.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name, in the context and form in which it appears therein. In giving this consent we do not admit that we are “experts” under the Securities Act of 1933 or the rules and regulations of the United States Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion.

This opinion is provided to you in connection with the Registration Statement. We have not advised anyone other than the Company and its parent company (a “third party”) in connection with the issue of the Ordinary Shares, and are under no obligation to do so. Nothing in this letter nor the delivery of it to a third party shall create or constitute a solicitor-client relationship between us and a third party, nor prevent us from advising and representing the Company or any of its affiliates from time to time in relation to any matters in connection with the issue of the Ordinary Shares or any related or unrelated matter.

To the extent permitted by applicable law and regulation, you may rely on this letter only on condition that your recourse to us in respect of the matters addressed in this letter is against the firm’s assets only and not against the personal assets of any individual partner. The firm’s assets for this purpose consist of all assets of the firm’s business, including any right of indemnity of the firm or its partners under the firm’s professional indemnity insurance policies, but excluding any right to seek contribution or indemnity from or against any partners of the firm or person working for the firm or similar right.

Yours faithfully

Slaughter and May

EX-23 (b)

Exhibit 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Ferroglobe PLC of our report relating to the financial statements of Globe Specialty Metals, Inc. and the effectiveness of Globe Specialty Metals Inc.’s internal control over financial reporting dated August 26, 2015, appearing in the Annual Report on Form 10-K of Globe Specialty Metals, Inc. for the year ended June 30, 2015.

/s/ DELOITTE & TOUCHE LLP

January 7, 2016

Miami, Florida

EX-23 (c)

Exhibit 23(c)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Ferroglobe PLC of our report dated August 28, 2013, with respect to the consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended June 30, 2013, which report is included in the 2015 Annual Report on Form 10-K of Globe Specialty Metals, Inc. filed with the Securities and Exchange Commission on August 26, 2015.

/s/ KPMG LLP

New York, New York

January 7, 2016

EX-23 (d)

Exhibit 23(d)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 6, 2015, relating to the consolidated financial statements of Grupo FerroAtlántica, S.A. (Sociedad Unipersonal) as of December 31, 2013 and 2014 and for each of the three years in the period ended December 31, 2014, and contained in the Registration Statement No. 333-203921 of Ferroglobe PLC (formerly known as VeloNewco Limited) on Form F-4.

/s/ Deloitte, S.L.

Madrid, Spain

January 7, 2016

EX-23 (e)

Exhibit 23(e)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 6, 2015, relating to the financial statements of Ferroglobe PLC (formerly known as VeloNewco Limited) as of February 5, 2015 (date of incorporation), and contained in the Registration Statement No. 333-203921 of Ferroglobe PLC on Form F-4.

/s/ Deloitte, S.L.

Madrid, Spain

January 7, 2016