Ferroglobe PLC (NASDAQ:GSM) (“Ferroglobe”), a specialty metals
company and one of the world’s largest silicon metal and silicon-
and manganese- based alloys producers, announced the formation of
an insurance trust and the distribution of the interests in the
trust to holders of Ferroglobe's ordinary shares (the “Ferroglobe
Ordinary Shareholders”). The trust is being formed to hold
the representations and warranties insurance policy (the “R&W
Policy”) that was purchased in connection with the business
combination of Globe Specialty Metals, Inc. and Grupo
FerroAtlántica S.A.U. that was completed in December 2015.
To complete the distribution, Ferroglobe will first assign its
interest in the R&W Policy to a newly formed Delaware Statutory
Trust, Ferroglobe Representation and Warranty Insurance Trust
(“Ferroglobe R&W Trust”). Ferroglobe will then distribute
the beneficial interest units in Ferroglobe R&W Trust to
Ferroglobe Ordinary Shareholders via a distribution of one
beneficial interest unit in the Ferroglobe R&W Trust per
Ferroglobe ordinary share. Ferroglobe has established
November 17, 2016 as the record date for determining the Ferroglobe
Ordinary Shareholders entitled to receive the distribution of
beneficial interest units, and the distribution will be completed
on November 18, 2016. Because of the uncertainty as to
whether any claims will be made under the R&W Policy and,
therefore, whether any payments will be made under the R&W
Policy, Ferroglobe has ascribed no current value to the beneficial
interest units.
Following the distribution, Ferroglobe's Class A ordinary shares
will automatically be converted into ordinary shares of Ferroglobe,
such that Ferroglobe no longer has any Class A ordinary shares
outstanding, as contemplated by Ferroglobe’s articles of
association.
About FerroglobeFerroglobe 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 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,” “forecast” or 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 us and
assumptions that we believe to be reasonable, but are inherently
uncertain. As a result, our 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 our
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 limited to: (i) risks relating to unanticipated costs of
integration, including operating costs, customer loss and business
disruption being greater than expected; (ii) our 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 of 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. We do not give any assurance
(1) that we will achieve our 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 our key 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. We do 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 we update one or more
forward-looking statements, no inference should be drawn that we
will make additional updates with respect to those or other
forward-looking statements. We caution you not to place undue
reliance on any forward-looking statements, which are made only as
of the date of this press release.
INVESTOR CONTACT:
Ferroglobe PLC
Joe Ragan, 786-509-6925
Chief Financial Officer
Email: jragan@ferroglobe.com
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