Table of Contents

 

 

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

of the

Securities Exchange Act of 1934

 

For the month of

 

September 2019

 

Vale S.A.

 

Praia de Botafogo nº 186, 18º andar, Botafogo
22250-145 Rio de Janeiro, RJ, Brazil

(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.)

 

(Check One) Form 20-F  x  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))

 

(Check One) Yes    o    No    x

 

(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))

 

(Check One) Yes    o    No    x

 

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

(Check One) Yes    o    No  x

 

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-   .)

 

 

 


 

SHAREHOLDERS DEBENTURES 1H19 3

 

www.vale.com vale.ri@vale.com Tel.: (55 21) 3485-3900 Investor Relations Department André Figueiredo Andre Werner Samir Bassil Mariana Rocha Any additional information about the shareholders debentures, including the Prospectus for Public Trading of Shareholders Debentures, can be obtained on our website, www.vale.com/Investors/Equity and Debt/Shareholders debentures, from GDC Partners Serviços Fiduciários DTVM Ltda. as fiiduciary agent for the debentures, www.gdcdtvm.com.br, and from the CVM (Brazilian Securities and Exchange Commission). 4 Ticker code: CVRDA6

 

First half of 2019 (1H19) Rio de Janeiro, September 30th, 2019 – Vale will pay today, R$ 393,964,314.53, equivalent to R$ 1.013911035 per shareholder debenture, related to the total remuneration for the period between January and June of 2019 (1H19). The financial settlement will occur on October 1st, 2019. The total remuneration for 1H19 refers to (i) 1.25% of the net revenues from the sale of copper concentrate from the Sossego mine; and (ii) 1.80% of the net revenues from the sale of iron ore from the Northern System. Shareholders debentures remuneration Remuneration on copper concentrate 11,192,359.35 Remuneration on disposal of mining rights 0.00 Remuneration of shareholders’ debentures 1.01 0.98 2H12 1H13 2H13 1H14 2H14 1H15 2H15 1H16 2H16 1H17 2H17 1H18 2H18 1H19 Income tax will be charged on the amount to be paid to debenture holders, as fixed-income investments, applying the rate in relation to the individual situation of the beneficiary, with the exception of those who can provide legal, unequivocal, and proof that they are exempt or subject to a differentiated taxation. Annual remuneration of shareholders debentures 2012 0.057 22,260,404.79 2014 0.732 284,859,604.30 2016 1.043 405,149,990.84 2018 1.654 642,842,084.48 5 1H191.014393,964,314.53 20171.270493,550,875.87 20150.594230,899,093.47 20130.341132,642,793.33 YearPer debenture (R$)Total amount (R$) 20110.05722,372,791.36 0.690.67 0.410.42 0.030.02 0.620.58 0.320.320.260.33 R$/shareholders’ debenture – 2H12/1H19 Total remuneration393,964,314.53 Remuneration per debenture1.013911035 Remuneration on iron ore from the Northern System382,771,955.18 6-month period ending on June 30th, 2019 (R$)

 

Iron ore In 1H19, sales of iron ore totaled 117.1 Mt out of which 81.1 Mt correspond to the sales volumes in the Northern System. Sales of Vale’s iron ore, net of maritime freight costs, totaled R$ 34.4 billion in 1H19, out of which R$ 24.4 billion correspond to the Northern System. After applying the discounts provided in the Deed of Debentures to calculate the net revenues, among which R$ 2.5 billion are related to transportation expenses, and the percentage of 1.8%, the value of the remuneration related to net revenues of iron ore from the Northern System is R$ 382.8 million. Remuneration on iron ore Net sales revenues from the Northern System1 % basis for calculation 21,265.1 20,472.8 13,837.5 14,168.6 34,310.3 1.8% 1.8% 1.8% 1.8% 1.8% 1 Gross sales minus expenses with transport and insurance and taxes on sales, which include taxes and contributions levied on sales separately, or on billing or gross revenues from sales, as well as the financial compensation due to the Brazilian Federal Government, States and Municipalities. In Vale’s Southeastern System, iron ore sales from the mineral deposits covered by the Private Deed for Shareholder Debentures totaled 1.415 billion metric tons until June 30th, 2019. It is expected that the cumulative sales volume of 1.7 billion metric tons, from which the sales of the Southeastern System are entitled to payment of the premium, will be achieved in October 2023, if annual sales of this System, covered by the Deed for Shareholder Debentures, remain equal to the sales volume of the last 12 months, ending in 1H19. It is important to note that this forecast may not be confirmed due to the impacts resulting from the rupture of the Dam I in Brumadinho. 6 Remuneration on iron ore (R$ million)382.8368.5249.1255.0617.6 R$ million1H192H181H182H172018

 

Copper concentrate In 1H19, sales of copper concentrate from Sossego totaled 151 thousand metric tons, 19.2% lower than the 187 thousand metric tons in the previous semester. Sales of this product generated net revenues of R$ 895.4 million, a 16.3% decrease when compared to the R$ 1,070.1 million in the previous semester. The remuneration related to the sales of copper concentrate of R$ 11,192,359.35, is calculated from the application of the 1.25% percentage on the net sales revenue of R$ 895.4 million. Remuneration on copper concentrate Net sales revenue1 895.4 1,070.1 929.2 1,014.2 1,999.3 1 Gross sales minus expenses with transport and insurance and taxes on sales, which include taxes and contributions levied on sales separately, or on billing or gross revenues from sales, as well as the financial compensation due to the Brazilian Federal Government, States and Municipalities. 2 On April 15, 1997, Vale only had a 50% stake in Mineração Serra do Sossego S.A. (Sossego). In 2001 Vale bought the remaining 50% of Sossego from Phelps Dodge do Brasil Mineração Ltda. Hence, the percentage basis for calculating remuneration is 2.5%, as described in the Deed of Issue of Debentures, multiplied by the Vale’s share in the project at the time, 50%, and therefore, equal to 1.25%. 7 % basis for calculation21.25%1.25%1.25%1.25%1.25% Remuneration on copper concentrate11.213.411.612.725.0 R$ million1H192H181H182H172018

 

Sales and leasing of mining rights In 1H19 there was no leasing of mining rights contained in the Deed of Debentures. In 1H19 there was no sale of area from the mining site contained in the Debentures Deed. Losses of mining rights In 1H19, there was no change in the number of areas and hectares compared to the previous period. There have not been movements in relation to publications that could alter the status of mining processes. The mining rights in force on June 30th, 2019, covered by the Deed of Issue of Debentures, amount 313 processes, equivalent to 1,650,248.81 hectares and are shown on the maps and lists in the attached Inventory of Mining Rights. Projects under development On July 31st, 2019, Vale announced its 2Q19 financial results, which is available on our website: http://www.vale.com/EN/investors/information-market/quarterly-results/Pages/default.aspx Production from S11D reached 34 Mt in 1H19. The following table presents the evolution of the announced project related to future income from shareholders debentures. 8 ProjectStatusRelated future remuneration Carajás Serra Sul S11D• S11D (including mine, plantPayment of 1.8% of net sales as from Development of a mine andand associated logistics –the beginning of sales volumes from processing plant, located in theCLN S11D) achieved theS11D. Southern range of Carajás, Pará,conclusion of the mine site Brazil.and 98.1% progress at the Estimated nominal capacity of 90logistic infrastructure sites. Mtpy.• The duplication of the railway reached 96.6% physical progress with 44 renovated yards out of a total of 55.

 

Attachment – Inventory of Mining Rights concession São Félix do Xingu, Parauapebas, Canaã dos Carajás, Marabá, Tucumã, Curionópolis e Água Azul do Norte Gold, silver, copper, iron, manganese, nickel, quartizito, granite, beryl, tin, tantalum Mining concession Carajás PA 285,118.79 concession Guanhães, Morro do Pilar, Sabinópolis, Senhora do Porto and Conceição do Mato Dentro Espinhaço Mining concession MG Gold, iron 23,312.99 do Norte, Ourilândia do Norte PA 53,488.17 silver to mine Saprolite, sulphur, phosphate, manganese, gold, titanium Application to carry out research Almeirim, Mazagão and Monte Alegre AP, PA Parú Jari Sul 1,225,062.00 Ferrífero Gonçalo do Rio Abaixo, quartz, manganese, concession Riacho dos Machados Rio Pardo de Minas and Riacho dos Machados Application to mine MG Iron 9,890.50 Lagamar permit 1 Most advanced stage of all areas in the block. 9 VazanteVazante, Coromandel andMGZinc10,353.72Research Santa Bárbara, Mariana, Nova Lima, Itabira,Dolomite, iron, gold, QuadriláteroBrumadinho, Ouro Preto, São MGarsenic, vanadium,35,304.65Mining Barão de Cocais, Caeté, Riosilver, nickel Piracicaba e Catas Altas GradaúsRio Maria, Bannach, CumarúTungsten, chromium,Application and Tucumã CorumbáLadário and CorumbáMTIron7,034.76Mining BlockMunicipalityStateSubstance(s)HectaresStage1 CachoeiroCachoeiro do ItapemirimESLimestone683.23Mining

 

Table of Contents

 

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.

 

 

Vale S.A.

 

(Registrant)

 

 

 

By:

/s/ André Figueiredo

Date: September 30th, 2019

 

Director of Investor Relations

 

10


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