Report of Foreign Issuer (6-k)
June 13 2017 - 4:29PM
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 June,
2017
Commission File Number
001-35052
Adecoagro S.A.
(Translation of registrant’s
name into English)
Vertigo
Naos Building, 6, Rue Eugène Ruppert, L-2453, 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- .
EXPLANATORY NOTE
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Form 6-K is filed with the SEC, to the extent not superseded by documents or reports subsequently filed or furnished. This Form
6-K contains, as Exhibit 99.1, Operating and Financial Review and Prospects, which reviews Adecoagro’s results of operations
and financial condition as of March 31, 2017, and for the three-month periods ended, March 31, 2017 and 2016. This report also
incorporates by reference the Company’s annual report on Form 20-F filed with the SEC on April 28, 2017 (our “Form
20-F”).
Forward Looking Statements
This
report 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 herein and in the attached
Condensed Audited Financial Statements.
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; (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
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Chief
Accounting Officer
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June
13, 2017
Exhibit Index
99.1
Operating and Financial Review and Prospects
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