Ferroglobe PLC (NASDAQ:GSM) (“Ferroglobe” or the “Company”)
announced today that it will hold a General Meeting of Shareholders
on Thursday, October 26, 2017 at 3:00 p.m. British Summer Time
(BST) at 2nd Floor West Wing, Lansdowne House, 57 Berkeley Square,
London W1J 6ER, United Kingdom.
The business of the General Meeting will be to
consider and, if thought fit, approve a number of changes to the
Articles of Association of the Company (“Articles”), significantly
simplifying them, bringing them in line with best practice in the
U.S. and UK markets and removing a number of provisions which date
back to the merger of Globe Specialty Metals, Inc. with Grupo
FerroAtlántica, S.A.U. and which are no longer operative.
The Articles currently confer different rights
on different categories of Director. The Board has concluded that
the current differentiation between categories of Director, and
most of the special majority voting requirements, are now neither
necessary to protect the interests of different shareholder groups
nor appropriate in the interests of the Company. The proposed
changes to the Articles would remove the different categories of
Director as well as most of the special majority requirements
requiring specified Directors to approve certain matters.
The Company also proposes that a new Nominations
Committee ("Nom Com") would take over the exclusive responsibility
for Board of Director nominations. The Nom Com would have a remit
to select candidates on the basis of objective merit-based criteria
and would comprise a minimum of three Directors, a majority of whom
must be independent of the Company and of its majority
shareholder.
In addition, the Company will adopt a Corporate
Governance Policy which is designed to ensure that the substantial
majority of the Directors from time to time are independent, within
the meaning of the Nasdaq Rules, and independent of the Company’s
major shareholder, Grupo Villar Mir S.A.U. (“Grupo VM”).
Ferroglobe Executive Chairman, Javier
López Madrid, commented, "The Board unanimously approved the
proposed changes firmly believing they are in the best interests of
the Company and its shareholders as a whole and will enhance the
efficient operation of the Board."
Details of the proposed changes and a copy of
the Articles marked to show the proposed changes can be found on
the Company’s website at
http://investor.ferroglobe.com/corporate-governance.cfm. A summary
of the proposed changes is also set out in the Appendix.
About Ferroglobe
Ferroglobe PLC is one of the world's
largest producers of silicon metal and silicon- and manganese-based
alloys, 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 headquartered
in London. For more information,
visit http://investor.ferroglobe.com/corporate-governance.cfm.
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" or "forecast,"
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 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.
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 not limited to: (i) risks relating to
unanticipated costs of integration, including operating costs,
customer loss and business disruption being greater than expected;
(ii) Ferroglobe's 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 for 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. Ferroglobe does not give any assurance (1)
that the Company will achieve its 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 the Company's 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. Ferroglobe does 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 the Company
updates one or more forward-looking statements, no inference should
be drawn that it will make additional updates with respect to those
or other forward-looking statements. The Company cautions 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 PLCJoe Ragan, US: +1
917 2098581, UK: +44 (0) 7827 227 688Chief Financial OfficerEmail:
jragan@ferroglobe.com
Appendix
Summary of the proposed changes to Ferroglobe’s
governance arrangements.
For a more detailed explanation please refer to
the Circular dated 2 October 2017, a copy of which is available on
the Company’s website at
http://investor.ferroglobe.com/corporate-governance.cfm.
- The distinction between Grupo VM Directors, Grupo VM
“independents” and “Independent Directors” would be removed from
the Articles.
- Grupo VM and the Independent Directors would no longer be
entitled to appoint Directors or make nominations directly to
shareholders for election to the Board.
- A new Nominations Committee (“Nom Com”) would take over the
exclusive responsibility for Board nominations. The Nom Com would
comprise a majority of Directors who are independent of the Company
and Grupo VM and would be chaired by the Executive Chairman.
- All decisions to appoint a Director to the Board to fill a
vacancy or to nominate a Director for election (or re-election) at
a general meeting would be made by resolution of the Board by
simple majority. The Board would not appoint a Director to fill a
vacancy, or nominate a Director for election (or re-election) at a
general meeting of the Company, unless he or she has been
recommended to the Board by the Nom Com.
- The Shareholder’ Agreement would entitle Grupo VM to propose
candidates to the Nom Com for appointment to the Board until there
are 3 Grupo VM nominees on the Board. This number would reduce to
two if GM holds less than 25% but more than 15% of the Ordinary
Shares and to one if GVM holds less than 15% but more than 10% of
the Ordinary Shares.
- The Board would adopt a Corporate Governance Policy requiring
that there be at least 5 independent Directors while GVM is
entitled to nominate 3 Directors. This number would reduce as
Grupo VM’s nomination right reduces.
- The requirement for Grupo VM to vote in favour of the
appointment of any candidate for election as a Director would be
removed from the Shareholders’ Agreement. However, while Grupo VM
holds at least 10% of the Ordinary Shares, it would not be entitled
to vote against the appointment of a Director at any general
meeting unless a majority of the GVM Nominees have voted against
the nomination of that candidate at the relevant Board
meeting.
- The Shareholders’ Agreement would provide a mechanism designed
to resolve disagreements if a majority of the GVM Nominees object
to a particular candidate at the relevant Board meeting.
- The terms of reference of the Nom Com would require it to
propose an alternative candidate for election to fill the vacancy
arising if it does not recommend the re-election of a sitting
independent Director, and this would leave insufficient independent
Directors on the Board.
- The maximum number of Directors would be increased to
eleven.
- Where any vacancy on the Board arises between annual general
meetings, the Nom Com would be entitled to propose a candidate to
the Board for appointment to fill such vacancy but would not be
obliged to do so unless such vacancy would leave insufficient
independent Directors on the Board.
- The Shareholders’ Agreement would be amended to provide that
where the Nom Com has recommended two successive candidates to the
Board to fill a particular vacancy and a majority of the GVM
Nominees has voted against each of those candidates, the GVM
Nominees would be obliged to abstain from voting in relation to the
appointment of any third candidate who the Nom Com may propose to
fill that vacancy.
- Special majorities of specified Directors to approve certain
matters would no longer be required, save that (1) the approval of
a majority of the independent Directors (who are not conflicted)
would be required for transactions between Grupo VM or any of its
Affiliates or Connected Persons and the Company or any of its
Affiliates and (2) until 31 December 2019 the Board will not
replace the Executive Chairman (other than for cause) without the
approval of a majority of both the independent Directors and the
Grupo VM nominees. All other decisions of the Board would require a
simple majority of the Directors present and voting.
- Directors would be elected by simple majority vote. A
director who is proposed for election but who fails to secure a
simple majority in favour of his or her election would not be
elected to the Board irrespective of the number of votes cast in
favour of other candidates.
- The requirement for representation of Grupo VM Directors and
Independent Directors on all committees of the Board would cease,
except as required by relevant regulations or NASDAQ rules. The
appointment of Directors to Board committees would be decided by
simple majority.
- No special majority of the Board would be required to approve
the appointment by a Director of an alternate.
- The Corporate Governance Policy would also provide for the
creation of a new role of Senior Independent Director (“SID”). The
Board would appoint the SID from among the independent Directors to
provide a sounding board for the Chairman, serve as an intermediary
for the other directors where necessary and carry out the other
functions set out in the policy.
- Redundant provisions relating to the merger, the A Ordinary
Shares, the R&W Policy, the Special Dividend and Alan
Kestenbaum would be removed from the Articles.
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