UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Ferroglobe PLC
(Exact name of the registrant as specified in its charter)
England and Wales | 001-37668 |
(State or other jurisdiction of incorporation | (Commission File Number) |
13 Chesterfield Street
London W1J 5JN
United Kingdom
| |
(Address of principal executive office) | (Zip code) |
Beatriz García-Cos
Chief Financial Officer and Principal Accounting Officer
13 Chesterfield Street,
London W1J 5JN, United Kingdom
+44‑(0)750‑130‑8322
|
(Name and telephone number, including area code, of the person to contact in connection with this report.) |
Check the appropriate box to indicate the rule pursuant to which this Form is being submitted, and provide the period to which the information in this Form applies:
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31,
.
X Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended December 31, 2023.
SECTION 1 – CONFLICT MINERALS DISCLOSURE
Item 1.01 Conflict Minerals Disclosure and Report
Not applicable
Item 1.02 Exhibit
Not applicable
Section 2 – Disclosure of Payments by Resource Extraction Issuers
Item 2.01 Resource Extraction Issuer Disclosure and Report
Ferroglobe PLC (“Ferroglobe” or the “Company” or “us”), through its operating subsidiaries, is one of the world’s largest producers of silicon metal, silicon-based alloys and manganese-based alloys. Additionally, Ferroglobe currently has (i) quartz mining activities in Spain, the United States, Canada, and South Africa, (ii) low-ash metallurgical quality coal mining activities in the United States, and (iii) interests in hydroelectric power in France. Ferroglobe controls a meaningful portion of many of its raw materials and captures, recycles and sells most of the by-products generated in its production processes.
We sell our products to a diverse base of customers worldwide, in a varied range of industries. These industries include aluminum, silicone compounds used in the chemical industry, ductile iron, automotive parts, renewable energy, photovoltaic (solar) cells, electronic semiconductors, electric vehicle batteries and steel, all of which are key elements in the manufacturing of a wide range of industrial and consumer products.
On December 16, 2020, the U.S. Securities and Exchange Commission adopted final rules (the “Payments Disclosure Rules”) to require disclosure by resource extraction issuers of certain payments made by them, or a subsidiary or entity controlled by the issuer, to the U.S. federal government or a foreign government (including taxes, royalties and fees) for the purpose of the commercial development of oil, natural gas or minerals.
Ferroglobe qualifies as a resource extraction issuer under the Payments Disclosure Rules and is filing this consolidated report on Form SD to disclose payments to governments made by the Company and its consolidated subsidiaries for the purpose of the commercial development of minerals, in accordance with the Payments Disclosure Rules (the “Report”).
Disclosure of Payments by Resource Extraction Issuers
The payment disclosure required by Form SD is included as Exhibit 2.01 to this Form SD.
Resource Extraction Payment Report
The Report presents information on payments made during the fiscal year ended December 31, 2023. Exhibit 2.01 contains: (i) a “Government-level disclosure” table of payments made to each Government; and (ii) “Project-level disclosure” tables, in which payments made to governmental authorities are disaggregated in terms of the project for which each payment was made, and the location of each of the projects.
The Payments Disclosure Rules require resource extraction issuers to disclose the following information: (i) the type and total amount of payments made for each project relating to the commercial development of minerals; (ii) the type and total amount of payments, by payment type, for all projects made to each government; (iii) the total amounts of payments, by payment type; (iv) the payments’
currency; (v) the fiscal year in which payments were made; (vi) the business segment of the resource extraction issuer that made the payments; (vii) the governments that received the payments and the country in which each such government is located; (viii) the project of the resource extraction issuer to which the payments relate; (ix) the particular resource that is the subject of commercial development; (x) the method of extraction used in the project; and (xi) the major subnational political jurisdiction of the project.
As per the Payments Disclosure Rules, the Report is prepared on the following basis:
| - | Government: The term “Government” refers to both the Federal Government of the U.S. and (i) any national government of a foreign country, as well as any department, agency, or instrumentality of the national government, (ii) a company at least majority owned by the national government of a foreign country, or (iii) a foreign subnational government, such as the government of a state, province, department, county, district, municipality, or territory under a foreign national government. |
| - | Project: The term “project” is defined by using the following three criteria: |
In terms of reporting obligations, any activity involving the commercial development of multiple resources or extraction methods will be considered as a single project if such activities are located within the same political jurisdiction. Conversely, if the commercialized resource involves different major subnational political jurisdictions and generates the obligation to make payments in each of them, the resource extraction issuer must report each of those activities as different projects.
| - | Taxes: Taxes disclosed may include taxes on corporate profits, corporate income, and production when such taxes are made to further the commercial development of minerals. |
| - | Royalties: Royalties disclosed may include unit-based, value-based, and profit-based royalties. |
| - | Fees: Fees disclosed may include license fees, rental fees, entry fees, and other considerations for licenses or concessions. |
| - | Community and Social Responsibility Payments required by law or contract (“CSR Payments”): CSR Payments may include funds to build or operate a training facility for the workers, funds to build housing, payments for tuition or other educational purposes, and in general payments to support the social or economic well-being of communities within the country where the expenditures are made. |
| - | Cash basis: All payments are reported on a cash basis, meaning they are reported in the period which they are paid, as opposed to being reported on an accrual basis (which would mean that they are/were reported in the period for which the liabilities arise). |
| - | Reporting currency: The figures and values regarding the payments mentioned in this Report are expressed in U.S. dollars, as this is the currency used for the presentation of the Company's consolidated financial statements. |
| - | Currency conversion: [All payments made in a currency other than U.S. dollars have been converted to U.S. Dollars at the weighted average of the exchange rates during the reporting period.] |
| - | De minimis threshold: Payments or series of related payments that are below $100,000 are not required to be disclosed in this Report. As a result, in this reporting period, no payments are reported for certain Governments and projects, as specified in the Report. |
Section 3 – Exhibits
Item 3.01 Exhibits
The following exhibit is filed as part of this report.
Exhibit Number |
| Description |
Exhibit 2.01 | | Interactive Data File (Form SD for the year ended December 31, 2023 filed in XBRL). |
Exhibit 99.1 | | Resource Extraction Payment Report as required by Item 2.01 of this Form. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ferroglobe PLC By: /s/ Marco Levi Name: Marco Levi Title: Chief Executive Officer | Date: December 20, 2024 |
Exhibit 99.1
Government-Level Disclosure1
Reporting Entity Name: Ferroglobe PLC
For the Period: 1 January 2023 to 31 December 2023
Reporting Currency: U.S. Dollar
Other Subsidiaries Included: Quebec Silicon Limited Partnership, Ferroglobe RAMSA Mining, S.A, Ferroglobe Cuarzos Industriales Mining, S.A.U., Thaba Chueu Mining (Pty.), Ltd., Silicon Smelters (Pty.), Ltd., Ferroglobe U.S.A Metallurgical Inc. and Ferroglobe U.S.A Mining, LLC
Figures in USD 2 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Country | Payee Name | Department, Agency, Etc. Within Payee That Received Payments | Taxes | Royalties | Fees | Production Entitlements | Bonuses | Dividends | Payments For Infrastructure Improvements | CSR Payments | Total |
Canada (CA) | Government of Québec | Ministère des ressources naturelles et forêts (Ministry of Natural Resources and Forests) | — | — | 3,121 | — | — | — | — | — | 3,121 |
Total for Canada | — | — | 3,121 | — | — | — | — | — | 3,121 | ||
Spain (ES) | Deputación da Coruña | Ministerio de Hacienda Pública (Ministry of Public Finance) | 18,383 | — | 1,807 | — | — | — | — | — | 20,190 |
Concello de Vicedo | Ministerio de Hacienda Pública (Ministry of Public Finance) | 29,549 | — | 810 | — | — | — | — | — | 30,358 | |
Total for Spain | 47,932 | — | 2,616 | — | — | — | — | — | 50,548 | ||
South Africa (ZA) | Government of South Africa | South Africa Receiver of Revenue Black Economic Empowerment Trust | 1,616,612 | 71,569 | — | — | — | — | — | 13,577 | 1,701,758 |
Total for South Africa | 1,616,612 | 71,569 | — | — | — | — | — | 13,577 | 1,701,758 | ||
| Grand Total | 1,664,544 | 71,569 | 5,737 | — | — | — | — | 13,577 | 1,755,427 | |
Notes:
1 | Although the payments or series of related payments disclosed with respect to Canada and Spain did not equal or exceed $100,000, which is the de minimis threshold set out in Item 2.01(d)(8) of Form SD, in the reporting period, we have included them for the sake of completeness. In addition to the countries set out in the table above, we have mining operations in the United States. However, we did not identify any payments made to Governments with respect to such mining operations in the reporting period. |
2 | When payments were made in Canadian Dollar, they were converted into U.S. Dollar using the exchange rate applicable as of the end of the reporting period. The exchange rate used as of 31 December 2023 was CAD 1.32: USD 1.00. |
When payments were made in Euro, they were converted into U.S. Dollar using the exchange rate applicable as of the end of the reporting period. The exchange rate as of 31 December 2023 was EUR 0.91: USD 1.00.
When payments were made in South African Rand, they were converted into U.S. Dollar using the exchange rate applicable as of the end of the reporting period. The weighted average of the exchange rates for the period from 1 January 2023 to 31 December 2023 was ZAR 18.41: USD 1.00.
Project-Level Disclosure3
Reporting Entity Name: Ferroglobe PLC
Subsidiary / Project Disclosed: Quebec Silicon Limited Partnership / Saint-Urbain
Relationship to Reporting Entity: Indirect subsidiary of Ferroglobe PLC (51%)
Business Segment: North America - Silicon Metal
Country and Major Subnational Political Jurisdiction: Canada, Québec (CA-QC)
For the Period: 1 January 2023 to 31 December 2023
Reporting Currency: U.S. Dollar
Resource and Method of Extraction: Quartzite; open-pit
Figures in USD | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Country | Payee Name | Department, Agency, Etc. Within Payee That Received Payments | Taxes | Royalties | Fees | Production Entitlements | Bonuses | Dividends | Payments For Infrastructure Improvements | CSR Payments | Total |
Canada | Government of Québec | Ministère des ressources naturelles et forêts (Ministry of Natural Resources and Forests) | — | — | 3,121 | — | — | — | — | — | 3,121 |
Total | — | — | 3,121 | — | — | — | — | — | 3,121 | ||
Reporting Entity Name: Ferroglobe PLC
Subsidiary / Project Disclosed: Ferroglobe RAMSA Mining, S.A, Ferroglobe Cuarzos Industriales Mining, S.A.U. / Serrabal, Esmeralda, Sonia
Relationship to Reporting Entity: Indirect wholly-owned subsidiaries of Ferroglobe PLC
Business Segments: Europe – Silicon Metals and Europe – Silicon Alloys
Country and Major Subnational Political Jurisdiction: Kingdom of Spain, A Coruña (ES-C)
For the Period: 1 January 2023 to 31 December 2023
Reporting Currency: U.S. Dollar
Resource and Method of Extraction: Quartz; open-pit
Figures in USD | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Country | Payee Name | Department, Agency, Etc. Within Payee That Received Payments | Taxes | Royalties | Fees | Production Entitlements | Bonuses | Dividends | Payments For Infrastructure Improvements | CSR Payments | Total |
Spain | Deputación da Coruña | Ministerio de Hacienda Pública (Ministry of Public Finance) | 18,383 | — | 1,807 | — | — | — | — | — | 20,190 |
Total | 18,383 | — | 1,807 | — | — | — | — | — | 20,190 | ||
Reporting Entity Name: Ferroglobe PLC
Subsidiary / Project(s) Disclosed: Ferroglobe Cuarzos Industriales Mining, S.A.U. / Coto Minero Conchitina
Relationship to Reporting Entity: Indirect wholly-owned subsidiary of Ferroglobe PLC
Business Segments: Europe – Silicon Metals and Europe – Silicon Alloys
Country and Major Subnational Political Jurisdiction: Kingdom of Spain, Lugo (ES-LU)
For the Period: 1 January 2023 to 31 December 2023
Reporting Currency: U.S. Dollar
Resource and Method of Extraction: Quartz; open-pit
Figures in USD | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Country | Payee Name | Department, Agency, Etc. Within Payee That Received Payments | Taxes | Royalties | Fees | Production Entitlements | Bonuses | Dividends | Payments For Infrastructure Improvements | CSR Payments | Total |
Spain | Concello de Vicedo | Ministerio de Hacienda Pública (Ministry of Public Finance) | 29,549 | — | 810 | — | — | — | — | — | 30,358 |
Total | 29,549 | — | 810 | — | — | — | — | — | 30,358 | ||
Reporting Entity Name: Ferroglobe PLC
Subsidiary / Project Disclosed: Thaba Chueu Mining (Pty.), Ltd. (TCM) / Thaba Chueu Mining
Relationship to Reporting Entity: Indirect subsidiary of Ferroglobe PLC (74%)
Business Segments: South Africa – Silicon Metal and South Africa – Silicon Alloys
Country and Major Subnational Political Jurisdiction: Republic of South Africa, Mpumalanga (ZA-MP)
For the Period: 1 January 2023 to 31 December 2023
Reporting Currency: U.S. Dollar
Resource and Method of Extraction: Quartzite; open-pit
Figures in USD | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Country | Payee Name | Department, Agency, Etc. Within Payee That Received Payments | Taxes | Royalties | Fees | Production Entitlements | Bonuses | Dividends | Payments For Infrastructure Improvements | CSR Payments | Total |
South Africa | Government of South Africa | South Africa Receiver of Revenue Black Economic Empowerment Trust | 1,616,612 | 71,569 | — | — | — | — | — | 13,577 | 1,701,758 |
Total | 1,616,612 | 71,569 | — | — | — | — | — | 13,577 | 1,701,758 | ||
Notes:
3 The following projects did not have payments in the reporting period so have been omitted from this Report:
Reporting Entity Name | Ferroglobe PLC | Ferroglobe PLC | Ferroglobe PLC | Ferroglobe PLC |
Subsidiary / Project Disclosed | Thaba Chueu Mining (Pty.), Ltd. / Mahale, Roodepoort and Fort Klipdam | Ferroglobe U.S.A Metallurgical Inc. / AS&G Meadows Pit | Ferroglobe U.S.A Metallurgical Inc. / South Carolina Pit | Ferroglobe U.S.A Mining, LLC / Mosely Gap, Davis Creek, Log Cabin No. 5, Hubbs Hollow, Kimberly, Bennett’s Branch, Bain Branch No. 3 and Harpes Creek 4A |
Relationship to Reporting Entity | Indirect subsidiary of Ferroglobe PLC (74%) | Indirect wholly-owned subsidiary of Ferroglobe PLC | Indirect wholly-owned subsidiary of Ferroglobe PLC | Indirect wholly-owned subsidiary of Ferroglobe PLC |
Business Segments | South Africa – Silicon Metal and South Africa – Alloys | North America – Silicon Metal and North America – Silicon Alloys | North America – Silicon Metal and North America – Silicon Alloys | North America – Silicon Metal and North America – Silicon Alloys |
Country and Major Subnational Political Jurisdiction | Republic of South Africa, Limpopo (ZA-LP) | The United States of America, Alabama (US-AL) | The United States of America, South Carolina (US-SC) | The United States of America, Kentucky (US-KY) |
Resource and Method of Extraction | Quartz; open-pit | Quartzite; open-pit | Quartzite; open-pit | Coal; Mosely Gap (open-pit), Davis Creek (open-pit), Log Cabin No. 5 (underground), Hubbs Hollow (open-pit), Kimberly (open-pit), Bennett’s Branch (underground), Bain Branch No. 3 (underground) and Harpes Creek 4A (underground) |