SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of July 2018
Commission File Number: 001-37668
FERROGLOBE PLC
(Name of Registrant)
2nd Floor West Wing, Lansdowne House
57 Berkeley Square
London, W1J 6ER
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ý | Form 40-F o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o | No ý |
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Notice of General Meeting of Ferroglobe PLC
On July 16, 2018, Ferroglobe PLC ("Company") released its Notice of General Meeting ("General Meeting"). The General Meeting will be held on Friday, August 3, 2018 at 13:30 (British Summer Time) at 3rd Floor West Wing, Lansdowne House, 57 Berkeley Square, London WIJ 6ER, United Kingdom.
Exhibits
Reference is made to the Exhibit Index included hereto.
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, thereunto duly authorized.
Date: July 16, 2018
FERROGLOBE PLC | ||||||
By: |
DORCAS MURRAY |
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Name: | Dorcas Murray | |||||
Title: | Corporate Secretary |
Exhibit No. | Description |
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99.1 | Press Release 16 July 2018 | ||
99.2 |
Notice of Annual General Meeting dated July 13, 2018 (including Explanatory Notes to Proposed Resolution) |
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99.3 |
Form of Proxy Card and Admission Ticket for General Meeting |
FERROGLOBE CALLS A SHAREHOLDER MEETING TO SEEK AUTHORITY FOR SHARE REPURCHASES
LONDON, July 16, 2018 (GLOBE NEWSWIRE)Ferroglobe PLC (NASDAQ: GSM) ("Ferroglobe" or the "Company"), a global leader in the production of silicon metal and silicon- and manganese-based specialty alloys, announces that a general meeting of its shareholders will be held on the third floor of Lansdowne House, 57 Berkeley Square, Mayfair, London, WIJ 6ER at 13:30 BST on 3 August 2018 to consider and, if thought fit, approve the granting of authority to the Company to make purchases of its own shares "off-market" (for purposes of the U.K. Companies Act 2006).
If passed, the resolution to be proposed at the meeting will authorise the Company to enter into contracts with appointed brokers under which the Company may undertake purchases of its ordinary sharesacquired by the brokers on the NASDAQ and through other permitted channelsof up to approximately 10% of its issued ordinary share capital, at a minimum price of $0.01 per share, a maximum price for such shares of 5% above the average volume-weighted average price of the Company's shares over the five business days prior to purchase and subject to additional restrictions (including as to pricing, volume, timing and the use of brokers or dealers) under applicable U.S. securities laws. Any such authority granted at the general meeting will expire on its fifth anniversary.
The actual timing, number and value of shares repurchased (if any) will depend on a number of factors, including market conditions, general business conditions, available liquidity, cash flow and applicable legal requirements. The Company is not obligated to carry out any share repurchases, and, if commenced, share repurchases may be suspended, discontinued or modified at any time, for any reason and without previous notice, in accordance with applicable laws and regulations. Any decision to commence, modify, suspend or discontinue a repurchase programme would be made by the Company's board of directors.
It is common for English incorporated public limited companies to have a standing authority that would permit the making of share repurchases should the Company be able and decide to do so in the future. The Directors consider that having the right to make such repurchases provides the Company with more optionality which would be in the Company's and its shareholders' best interests.
About Ferroglobe
Ferroglobe PLC is one of the world's leading suppliers of silicon metal, silicon-based specialty alloys and ferroalloys 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 based in London. For more information, visit http://investor.ferroglobe.com/.
Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of U.S. securities laws. 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 often use forward-looking terminology, including words such as "anticipate", "believe", "could", "estimate", "expect", "forecast", "guidance", "intends", "likely", "may", "plan", "potential", "predicts", "seek", "will" and words of similar meaning or the negative thereof.
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.
All information in this press release is as of the date of its release. Ferroglobe does not undertake any obligation to update publicly any of the forward-looking statements contained herein to reflect new information, events or circumstances arising after the date of this press release. You should not place undue reliance on any forward-looking statement which are made only as of the date of this press release.
INVESTOR CONTACTS:
Pedro Larrea Paguaga: +44 (0) 203 129 2261, +44 (0) 7553 989 394
Chief Executive Officer
Email: pedro.larrea@ferroglobe.com
Phillip
Murnane: +44 (0) 203 129 2265, +44 (0) 7771 544 988
Chief Financial Officer
Email: phillip.murnane@ferroglobe.com
FERROGLOBE PLC
(a public limited company having its registered office at 5 Fleet Place, London, EC4M 7RD, United Kingdom and incorporated in England and Wales with company number 9425113)
13 July 2018
Dear Shareholder
General Meeting of Shareholders of Ferroglobe Plc ("Ferroglobe" or the "Company")
I am pleased to invite you to attend a general meeting of Ferroglobe's shareholders (the "General Meeting"), to be held at 13:30 (British Summer Time) on Friday, 3 August 2018 on the third floor of Lansdowne House, 57 Berkeley Square, Mayfair, London, W1J 6ER, United Kingdom. The accompanying notice of General Meeting describes the meeting, the resolution you will be asked to consider and vote upon, and related matters.
Your vote is important, regardless of the number of shares you own. Whether or not you intend to attend the General Meeting, please vote as soon as possible to make sure that your shares are represented. You may vote via the internet, by phone, or by mail by signing, dating and returning your proxy card in the envelope provided.
Recommendation
The resolution relates to the granting of authority to the Company to make purchases of the Company's ordinary shares. You will find an explanation of the resolution within the Explanatory Notes on pages 3 and 4 of this pack. The Company's board of directors (the "Board") considers that the resolution to be put to the General Meeting is in the best interests of the Company and its shareholders as a whole and is most likely to promote the success of the Company. The Board unanimously recommends that you vote in favour of the proposed resolution, as the members of the Board intend to do in respect of their beneficial holdings.
Thank you for your continued support of Ferroglobe.
Yours sincerely,
Javier
Lopez Madrid
Executive Chairman
FERROGLOBE PLC
(a public limited company having its registered office at 5 Fleet Place, London, EC4M 7RD, United
Kingdom and incorporated in England and Wales with company number 9425113)
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
To the holders of ordinary shares of Ferroglobe Plc ("Ferroglobe" or the "Company"):
Notice is hereby given that a General Meeting of Ferroglobe's shareholders will be held at 13:30 (British Summer Time) on Friday, 3 August 2018 on the third floor of Lansdowne House, 57 Berkeley Square, Mayfair, London, W1J 6ER, United Kingdom ("U.K.").
The business of the General Meeting will be to consider and, if thought fit, pass the resolution below, which will be proposed as an ordinary resolution.
An explanation of the resolution is given in the explanatory notes on pages 3 and 4 of this General Meeting notice and additional information for those entitled to attend the General Meeting can be found on pages 5 to 8. The resolution will be put to vote on a poll, where each shareholder has one vote for each share held.
ORDINARY RESOLUTION:
Authority to make purchases of own shares off-market
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Such authority shall expire at the close of business on the fifth anniversary of the passing of this resolution, but during this five year period the Company may agree to purchase ordinary shares pursuant to any such approved contract, even if such purchase would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase such ordinary shares pursuant to any such approved contract as if the authority had not ended.
Dorcas
Murray
Company Secretary
13 July 2018
2
Explanatory notes
Authority to make purchases of own shares off-market
The Directors consider that share buybacks are an important means of returning value to shareholders, managing capital resources and maximising sustainable long-term growth in earnings per share.
As NASDAQ is not a recognised investment exchange for the purposes of section 693(2) of the Companies Act 2006, any repurchases by Ferroglobe of its own shares on or through NASDAQ would constitute "off-market" repurchases for the purposes of the Companies Act 2006. Such repurchases may only be made pursuant to a form of share repurchase contract, the terms of which have been approved by shareholders in accordance with section 694 of the Companies Act 2006.
Ferroglobe is seeking the approval by shareholders of off-market purchases in accordance with this resolution in order to enable share repurchases on or through NASDAQ pursuant to section 694 of the Companies Act 2006, provided that:
The Company is seeking the approval of shareholders of four forms of share repurchase contract:
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price. The maximum amount to be purchased each day, the limit price and the total amount that may be purchased under the agreements will be determined at the time the relevant plan is executed. The agreements provide that the relevant counterparty will purchase the ordinary shares as principal and sell any ordinary shares purchased to Ferroglobe.
The Company may only enter into share repurchase contracts with counterparties approved by shareholders. We therefore are seeking approval to conduct repurchases through Goldman Sachs and/or Jefferies (or their affiliates or subsidiaries from time to time).
The approval of the terms of the forms of share repurchase contract, if granted, will be valid until the fifth anniversary of the date of approval. However, the Company may agree to purchase ordinary shares pursuant to any such contract, even if such purchase would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase such ordinary shares pursuant to any such contract as if the authority had not ended.
It is common for English incorporated public limited companies to have a standing authority that would permit the making of share repurchases should the Company be able and decide to do so in the future. The Directors consider that having the right to make such repurchases would be in the Company's and its shareholders' best interests. A market announcement would be made if the Company did decide to commence repurchases in accordance with this authority.
Ferroglobe currently has no ordinary shares in treasury. Under the Companies Act 2006, ordinary shares bought back may be held in treasury or may be cancelled. Shares held in treasury may be either sold for cash or transferred for the purposes of an employee shares scheme (subject, if necessary, to shareholder approval in general meeting). Ferroglobe therefore has a choice of either holding or cancelling any shares it may purchase. If Ferroglobe buys back any of its shares under this resolution, the Company will decide at the time of purchase whether to cancel them immediately or to hold them in treasury. In relation to treasury shares, Ferroglobe would also have regard to any investor guidelines regarding the purchase of shares intended to be held in treasury and their holding or resale. In the event that (i) the Company repurchases the maximum number of shares possible pursuant to this authority, (ii) its majority shareholder, Grupo Villar Mir S.A.U. (GVM), does not participate in the share purchase programme and (iii) all shares repurchased are cancelled, the percentage holding of GVM in the Company may increase to a maximum of 58.8%.
Copies of the forms of contract which shareholders are being asked to approve will be made available for shareholders to inspect at Ferroglobe's registered office at 5 Fleet Place, London, EC4M 7RD for the period from the date of this notice and ending on the date of the General Meeting. Copies of the contracts and the list of repurchase counterparties will also be available for inspection (i) at the offices of Slaughter and May, One Bunhill Row, EC1Y 8YY during normal working hours from the date of this notice of meeting up to the date of the General Meeting itself and (ii) at the General Meeting itself.
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Further notes:
5
6
VOTING PROCESS AND REVOCATION OF PROXIES
If you are a Shareholder of record, there are three ways to vote by proxy:
Telephone and Internet voting facilities for Shareholders of record will be available 24 hours a day and will close at 13:31 (British Summer Time) on Wednesday, 1 August 2018. Submitting your proxy by any of these methods will not affect your ability to attend the General Meeting in-person and vote at the General Meeting.
If your shares are held in "street name", meaning you are a beneficial owner with your shares held through a bank or brokerage firm, you will receive instructions from your bank or brokerage firm, which is the Shareholder of record of your shares. You must follow the instructions of the Shareholder of record in order for your shares to be voted. Telephone and Internet voting may also be offered to shareholders owning shares through certain banks and brokers, according to their individual policies.
The Company has retained Computershare to receive and tabulate the proxies.
If you submit proxy voting instructions and direct how your shares will be voted, the individuals named as proxies must vote your shares in the manner you indicate.
A shareholder who has given a proxy may revoke it at any time before it is exercised at the General Meeting by:
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You should send any written notice or new proxy card to Proxy Services, c/o Computershare Investor Services, PO Box 30202 College Station, TX 77842-9909, USA.
If you are a registered shareholder you may request a new proxy card by calling Computershare at 1-866-490-6057 if calling from the United States, or +1-781-575-2780 from outside the United States, or you may also send a request via email to web.queries@computershare.com.
ANY SHAREHOLDER OWNING SHARES IN STREET NAME MAY CHANGE OR REVOKE PREVIOUSLY GIVEN VOTING INSTRUCTIONS BY CONTACTING THE BANK OR BROKERAGE FIRM HOLDING THE SHARES OR BY OBTAINING A LEGAL PROXY FROM SUCH BANK OR BROKERAGE FIRM AND VOTING IN PERSON AT THE GENERAL MEETING. YOUR LAST VOTE, PRIOR TO OR AT THE GENERAL MEETING, IS THE VOTE THAT WILL BE COUNTED.
By order of the Board,
Dorcas
Murray
Company Secretary
13 July 2018
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MMMMMMMMMMMM . Admission Ticket MMMMMMMMMMMMMMM C123456789 Ferroglobe PLC 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 08:31 a.m., EST, on August 1, 2018. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet Go to www.envisionreports.com/GSM Or scan the QR code with your smartphone Follow the steps outlined on the secure website Vote by telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Proposals The Board recommends a vote FOR proposal 1. ForAgainst Abstain 1. That the terms of the buyback contract(s) made available to shareholders for review be approved and the Company be authorised to make off-market purchases of its ordinary shares under those contracts, subject to the provisos set out in the notice of meeting Non-Voting Items Change of Address Please print your new address below. Comments Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) Please print date below. Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box. MMMMMMMC 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 0 1 D M3 8 4 6 1 2 1 02VRZE MMMMMMMMM C B A General Meeting Proxy Card1234 5678 9012 345 X IMPORTANT GENERAL MEETING INFORMATION
. August 2018 General Meeting Admission Ticket August 2018 General Meeting of Shareholders of Ferroglobe PLC Friday, August 3, 2018 at 13:30 British Summer Time Third Floor of Lansdowne House, 57 Berkeley Square, Mayfair, London W1J 6ER, United Kingdom Upon arrival, please present this admission ticket and photo identification at the registration desk. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy Ferroglobe PLC Proxy Solicited by Board of Directors for General Meeting August 3, 2018 The undersigned hereby appoints the Companys Executive Chairman or Company Secretary, each individually and each with powers of substitution, as proxies for the undersigned to vote all of the Ordinary Shares the undersigned may be entitled to vote at the General Meeting of Shareholders of Ferroglobe PLC called to be held on Friday, August 3, 2018 at 13:30 British Summer Time on the Third Floor of Lansdowne House, 57 Berkeley Square, Mayfair, London W1J 6ER, United Kingdom, or any adjournment or postponement thereof in the manner indicated on the reverse side of this proxy, and upon such other business as may lawfully come before the meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt of the notice of General Meeting of Ferroglobe PLC. The undersigned revokes any proxy or proxies previously given for such shares. The undersigned ratifies and confirms any actions that the persons holding the undersigneds proxy, or their substitutes, by virtue of this executed card may take in accordance with the proxy granted hereunder. IF NO DIRECTION AS TO THE MANNER OF VOTING THE PROXY IS MADE, THE PROXY WILL BE VOTED FOR THE RESOLUTION IN PROPOSAL 1 AS INDICATED ON THE REVERSE SIDE HEREOF. You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE) but you need not mark any boxes if you wish to vote in accordance with the Board of Directors recommendations. This proxy, when properly executed, will be voted in the manner directed herein. The Board of Directors recommends a vote FOR proposal 1. (Items to be voted appear on reverse side.)
MMMMMMMMMMMM . Ferroglobe PLC Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Proposals The Board recommends a vote FOR proposal 1. ForAgainst Abstain 1. That the terms of the buyback contract(s) made available to shareholders for review be approved and the Company be authorised to make off-market purchases of its ordinary shares under those contracts, subject to the provisos set out in the notice of meeting Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) Please print date below. Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box. + 1 U P X 3 8 4 6 1 2 2 02VS0E MMMMMMMMM B A General Meeting Proxy Card X IMPORTANT GENERAL MEETING INFORMATION
. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy Ferroglobe PLC Proxy Solicited by Board of Directors for General Meeting August 3, 2018 The undersigned hereby appoints the Companys Executive Chairman or Company Secretary, each individually and each with powers of substitution, as proxies for the undersigned to vote all of the Ordinary Shares the undersigned may be entitled to vote at the General Meeting of Shareholders of Ferroglobe PLC called to be held on Friday, August 3, 2018 at 13:30 British Summer Time on the Third Floor of Lansdowne House, 57 Berkeley Square, Mayfair, London W1J 6ER, United Kingdom, or any adjournment or postponement thereof in the manner indicated on the reverse side of this proxy, and upon such other business as may lawfully come before the meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt of the notice of General Meeting of Ferroglobe PLC. The undersigned revokes any proxy or proxies previously given for such shares. The undersigned ratifies and confirms any actions that the persons holding the undersigneds proxy, or their substitutes, by virtue of this executed card may take in accordance with the proxy granted hereunder. IF NO DIRECTION AS TO THE MANNER OF VOTING THE PROXY IS MADE, THE PROXY WILL BE VOTED FOR THE RESOLUTION IN PROPOSAL 1 AS INDICATED ON THE REVERSE SIDE HEREOF. You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE) but you need not mark any boxes if you wish to vote in accordance with the Board of Directors recommendations. This proxy, when properly executed, will be voted in the manner directed herein. The Board of Directors recommends a vote FOR proposal 1. (Items to be voted appear on reverse side.)