Ferroglobe PLC
Oct 2, 2017

Ferroglobe Announces General Meeting of Shareholders

LONDON, Oct. 02, 2017 (GLOBE NEWSWIRE) -- Ferroglobe PLC (NASDAQ:GSM) ("Ferroglobe" or the "Company") announced today that it will hold a General Meeting of Shareholders on Thursday, October 26, 2017 at 3:00 p.m. British Summer Time (BST) at 2nd Floor West Wing, Lansdowne House, 57 Berkeley Square, London W1J 6ER, United Kingdom.

The business of the General Meeting will be to consider and, if thought fit, approve a number of changes to the Articles of Association of the Company ("Articles"), significantly simplifying them, bringing them in line with best practice in the U.S. and UK markets and removing a number of provisions which date back to the merger of Globe Specialty Metals, Inc. with Grupo FerroAtlántica, S.A.U. and which are no longer operative.

The Articles currently confer different rights on different categories of Director. The Board has concluded that the current differentiation between categories of Director, and most of the special majority voting requirements, are now neither necessary to protect the interests of different shareholder groups nor appropriate in the interests of the Company. The proposed changes to the Articles would remove the different categories of Director as well as most of the special majority requirements requiring specified Directors to approve certain matters.

The Company also proposes that a new Nominations Committee ("Nom Com") would take over the exclusive responsibility for Board of Director nominations. The Nom Com would have a remit to select candidates on the basis of objective merit-based criteria and would comprise a minimum of three Directors, a majority of whom must be independent of the Company and of its majority shareholder.

In addition, the Company will adopt a Corporate Governance Policy which is designed to ensure that the substantial majority of the Directors from time to time are independent, within the meaning of the Nasdaq Rules, and independent of the Company's major shareholder, Grupo Villar Mir S.A.U. ("Grupo VM").

Ferroglobe Executive Chairman, Javier López Madrid, commented, "The Board unanimously approved the proposed changes firmly believing they are in the best interests of the Company and its shareholders as a whole and will enhance the efficient operation of the Board."

Details of the proposed changes and a copy of the Articles marked to show the proposed changes can be found on the Company's website at http://investor.ferroglobe.com/corporate-governance.cfm. A summary of the proposed changes is also set out in the Appendix. 

About Ferroglobe

Ferroglobe PLC is one of the world's largest producers of silicon metal and silicon- and manganese-based alloys, serving a customer base across the globe in dynamic and fast-growing end markets, such as solar, automotive, consumer products, construction and energy. The Company is headquartered in London. For more information, visit http://investor.ferroglobe.com/corporate-governance.cfm.

Forward-Looking Statements

This release contains "forward-looking statements" within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the Company's future plans, strategies and expectations. Forward-looking statements generally can be identified by the use of forward-looking terminology, including, but not limited to, "may," "could," "seek," "guidance," "predicts," "potential," "likely," "believe," "will," "expect," "anticipate, "estimate," "plan," "intends" or "forecast," variations of these terms and similar expressions, or the negative of these terms or similar expressions.

Forward-looking statements contained in this press release are based on information presently available to the Company and assumptions that we believe to be reasonable, but are inherently uncertain. As a result, Ferroglobe's actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company's control.

You are cautioned that all such statements involve risks and uncertainties, including, without limitation, risks that the legacy businesses of Globe and FerroAtlántica will not be integrated successfully or that we will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected. Important factors that may cause actual results to differ include, but are not limited to: (i) risks relating to unanticipated costs of integration, including operating costs, customer loss and business disruption being greater than expected; (ii) Ferroglobe's organizational and governance structure; (iii) the ability to hire and retain key personnel; (iv) regional, national or global political, economic, business, competitive, market and regulatory conditions including, among others, changes in metals prices; (v) increases in the cost of raw materials or energy; (vi) competition in the metals and foundry industries; (vii) environmental and regulatory risks; (viii) ability to identify liabilities associated with acquired properties prior to their acquisition; (ix) ability to manage price and operational risks including industrial accidents and natural disasters; (x) ability to manage foreign operations; (xi) changes in technology; (xii) ability to acquire or renew permits and approvals; (xiii) changes in legislation or governmental regulations affecting Ferroglobe; (xiv) conditions in the credit markets; (xv) risks associated with assumptions made in connection with critical accounting estimates and legal proceedings; (xvi) Ferroglobe's international operations, which are subject to the risks of currency fluctuations and foreign exchange controls; and (xvii) the potential for international unrest, economic downturn or effects of currencies, tax assessments, tax adjustments, anticipated tax rates, raw material costs or availability or other regulatory compliance costs. The foregoing list is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business, including those described in the "Risk Factors" section of our Annual Reports on Form 20-F, Current Reports on Form 6-K and other documents we file from time to time with the United States Securities and Exchange Commission. Ferroglobe does not give any assurance (1) that the Company will achieve its expectations or (2) concerning any result or the timing thereof, in each case, with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue trends or future financial results. Forward-looking financial information and other metrics presented herein represent the Company's goals and are not intended as guidance or projections for the periods presented herein or any future periods.

All information in this press release is as of the date of its release. Ferroglobe does not undertake or assume any obligation to update publicly any of the forward-looking statements in this press release to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. The Company cautions you not to place undue reliance on any forward-looking statements, which are made only as of the date of this press release.

Ferroglobe PLC
Joe Ragan, US: +1 917 2098581, UK: +44 (0) 7827 227 688
Chief Financial Officer
Email: jragan@ferroglobe.com


Summary of the proposed changes to Ferroglobe's governance arrangements.

For a more detailed explanation please refer to the Circular dated 2 October 2017, a copy of which is available on the Company's website at http://investor.ferroglobe.com/corporate-governance.cfm.

Primary Logo

Source: Ferroglobe PLC

News Provided by Acquire Media