Report of Foreign Issuer (6-k)
March 17 2017 - 8:44AM
Edgar (US Regulatory)
UNITED STATES
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 March, 2017
Commission File
Number 001-35052
Adecoagro
S.A.
(Translation
of registrant’s name into English)
13-15 Avenue
de la Liberté
L-1931 Luxembourg
R.C.S. Luxembourg
B 153 681
(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
x
Form
40-F
¨
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):
¨
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):
¨
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
¨
No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
AUDITED CONSOLIDATED
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 AND 2015 AND
FOR THE YEARS ENDED
DECEMBER 31, 2016, 2015 AND 2014
This Report of
Foreign Private Issuer on Form 6-K (this “Form 6-K”) is being filed by Adecoagro S.A. (“Adecoagro” or the
“Company”) with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference into
the Company’s Registration Statement on Form F-3 filed with the SEC on December 6, 2013 (File No. 333-191325) and will be
deemed to be a part thereof from the date on which this Form 6-K is filed with the SEC, to the extent not superseded by documents
or reports subsequently filed or furnished. The Company is filing this report on Form 6-K for the purpose of filing a copy
of (i) the Company’s audited consolidated financial statements as of December 31, 2016 and 2015 and for the years ended December
31, 2016, 2015 and 2014 (the “Consolidated Financial Statements”) as Exhibit 99.1, and (ii) the consent of Price Waterhouse
Coopers as Exhibit 99.2. The Consolidated Financial Statements are presented in U.S. Dollars and prepared in accordance with International
Financial Reporting Standards.
The attachment
contains forward-looking statements. The registrant desires to qualify for the “safe-harbor” provisions of the Private
Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary statements identifying important factors
that could cause the registrant’s actual results to differ materially from those set forth in the attachment.
The registrant’s
forward-looking statements are based on the registrant’s current expectations, assumptions, estimates and projections about
the registrant and its industry. These forward-looking statements can be identified by words or phrases such as “anticipate,”
“believe,” “continue,” “estimate,” “expect,” “intend,” “is/are
likely to,” “may,” “plan,” “should,” “would,” or other similar expressions.
The forward-looking
statements included in the attached relate to, among others: (i) the registrant’s business prospects and future results of
operations; (ii) weather and other natural phenomena; (iii) developments in, or changes to, the laws, regulations and governmental
policies governing the registrant’s business, including limitations on ownership of farmland by foreign entities in certain
jurisdictions in which the registrant operate, environmental laws and regulations; (iv) the implementation of the registrant’s
business strategy, including its development of the Ivinhema mill and other current projects; (v) the registrant’s plans
relating to acquisitions, joint ventures, strategic alliances or divestitures; (vi) the implementation of the registrant’s
financing strategy and capital expenditure plan; (vii) the maintenance of the registrant’s relationships with customers;
(viii) the competitive nature of the industries in which the registrant operates; (ix) the cost and availability of financing;
(x) future demand for the commodities the registrant produces; (xi) international prices for commodities; (xii) the condition of
the registrant’s land holdings; (xiii) the development of the logistics and infrastructure for transportation of the registrant’s
products in the countries where it operates; (xiv) the performance of the South American and world economies; and (xv) the relative
value of the Brazilian Real, the Argentine Peso, and the Uruguayan Peso compared to other currencies; as well as other risks included
in the registrant’s other filings and submissions with the United States Securities and Exchange Commission.
These forward-looking
statements involve various risks and uncertainties. Although the registrant believes that its expectations expressed in these forward-looking
statements are reasonable, its expectations may turn out to be incorrect. The registrant’s actual results could be materially
different from its expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements
discussed in the attached might not occur, and the registrant’s future results and its performance may differ materially
from those expressed in these forward-looking statements due to, inclusive, but not limited to, the factors mentioned above. Because
of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.
The forward-looking
statements made in the attached relate only to events or information as of the date on which the statements are made in the attached.
The registrant undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the
date on which the statements are made or to reflect the occurrence of unanticipated events.
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, thereunto duly authorized.
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Adecoagro
S.A.
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By
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/s/
Carlos A. Boero Hughes
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Name:
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Carlos
A. Boero Hughes
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Title:
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Chief
Financial Officer and Chief Accounting Officer
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Date: March 16, 2017
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