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 April, 2018.
Commission File Number 33-65728
CHEMICAL
AND MINING COMPANY OF CHILE INC.
(Translation of registrant’s
name into English)
El Trovador 4285, Santiago,
Chile (562) 2425-2000
(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): ____
Note: Regulation S-T Rule 101(b)(1) only permits
the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ____
Note: Regulation S-T Rule 101(b)(7) only permits
the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed
to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission
or other Commission filing on EDGAR.
Santiago, Chile, April 23, 2018 –
Sociedad Química y Minera de Chile S.A. (SQM) (NYSE: SQM; Santiago Stock Exchange: SQM-A, SQM-B), presents below a free
translation of the following original documents: Official Letter No. 10078 sent by CMF on April 17, 2018, SQM’s reply to
the Official Letter sent to CMF on April 20, 2018 and the letter sent by Sociedad de Inversiones Pampa Calichera S.A. and Potasios
de Chile S.A. on April 19, 2018, all related to the matters of the Extraordinary Shareholders’ Meeting called for April 27,
2018.
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Ord. Official Letter:
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No. 10078
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Background Doc.:
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- Presentation of April 9, 2018 and Essential Event of April 3, 2018.
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- Off. Letter No. 9616 of April 13, 2018
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- Response to Off. Letter No. 9616 of April 13, 2018
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RE:
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Summons to Extraordinary Shareholders’ Meeting to approve reform of bylaws.
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SGD:
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No. 2018040069626
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Santiago, April 17, 2018
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From:
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Financial Market Commission
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To:
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CHAIRMAN OF THE BOARD
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SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
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With respect to your response
to Ordinary Official Letter No. 9616 of April 13, 2018, in which you reported background information to support the modification
of the bylaws to be discussed at the next extraordinary shareholders’ meeting, this Commission clarifies, reiterates and
requests the following:
1) Regarding the “Letter”
sent by the shareholders Sociedad de Inversiones Pampa Calichera S.A. and Potasios de Chile S.A, on April 2, 2018, which at the
moment constitutes, according to your response, the only background information to support the modification of the statutes proposed
for the shareholders’ consideration, it should be noted that said information does not include the support referred to in
article 59 of Law 18,046 on Corporations, but only refers to the request submitted by the shareholders to this Board of Directors
to summon an extraordinary shareholders’ meeting, to inform and resolve the reforms indicated in said letter and in accordance
with article 58 No. 3 of the abovementioned Law.
2) In consideration of what is
indicated in number 1) above, this Board of Directors must present to the shareholders, as soon as possible, the grounds to justify
the option to be submitted to the decision of the next extraordinary shareholders’ meeting and perform the corresponding
proceedings.
3) Additionally, the Board of
Directors is asked to issue a pronouncement on whether or not the proposed modification to the bylaws contributes to corporate
interest, which must be reported to this Service prior to holding said shareholders’ meeting.
4) Finally, it must confirm the
authority of General Counsel, Mr. Gonzalo Aguirre Toro, to respond to Ordinary Official Letter No. 9616 of April 13, 2018, which
must be reported to the Commission within 1 business day of the date of the present Ordinary Official Letter.
The above requirements shall be
met as soon as possible, considering that the shareholders must have this information in sufficient advance of the date of extraordinary
shareholders’ meeting in which they must make a decision on the matter.
jag / DCFV
Sincerely,
CRISTIAN ALVAREZ CASTILLO
SECURITIES MARKET SUPERVISOR
ON THE BEHALF OF THE PRESIDENT
OF
THE FINANCIAL MARKET COMMISSION
Electronic official letter, accessible at: http://www.cmfchile.cl/validar_oficio/
SVS ELECTRONIC FLOW OF DOCUMENTS
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https://www.svs.cl/sitio/seil/pagina/pufed/pufed_respuesta_ofiicio.php?....
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File: 20180078846695LaXiYeFRRTqaHOLDYuPzsuoWMeoRoD
Santiago, April 20, 2018
To:
Cristian Alvarez Castillo
Securities Market Supervisor
Financial Market Commission
RE: Ordinary Official Letter No. 10078 of April 17, 2018
Dear Mr. Alvarez:
With respect to the ordinary official letter
in reference (the “
Official Letter
”), I am writing to inform you that the Board of Directors of Sociedad Quimica
y Minera de Chile S.A. (the “
Board
” and the “
Company
”, respectively) at an extraordinary
meeting held today has read said letter and unanimously resolved to respond as follows.
Prior to the abovementioned extraordinary
meeting, the shareholders Sociedad de Inversiones Pampa Calichera S.A. and Potasios de Chile S.A., who have proposed the modification
to the Company’s bylaws as informed by essential fact of April 3, 2018 (the “
Proposal
”), have been asked
to present the background information to support the Proposal. These shareholders responded under the terms of the enclosed letter,
which shall be available on the Company’s website (the “
Website
”) as of today.
Regarding number 3 of the Official Letter,
on whether or not the Proposal contributes to corporate interest, the Board states that:
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1.
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The modifications to Articles
Twenty-seven, Twenty-eight, Twenty-nine, Thirty-six and Forty-one,
contribute to corporate interest
in that their purpose is to adapt the text to the creation of the Financial Market
Commission (the “
CMF
”) which substituted the Superintendency of Securities and Insurance.
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2.
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The modification to Article
Twenty-seven bis
may not contribute to corporate interest
in that it would prevent the Pension Fund Administrators (the “AFPs”) from being able to invest the 10% increase over
percentages established in letter c.13 of section III.3 of the Pension Fund Investment System published by the Superintendency
of Pensions, effective as of November 2017. In fact, given that the companies subject to the provisions of Title XII of Decree
Law No. 3,500 must annually designate account inspectors, pursuant to article 118 of said Law, under the Investment System, the
AFP may invest resources from Pension Funds in the Company’s shares up to 3% of the value of the respective pension funds,
and this amount may increase by 10% by the mere fact that the Company is subject to abovementioned Title XII. As of April 18, 2018,
the AFP hold between 0.039% and 0.108% in their respective funds
1
.
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3.
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The modification to article
Thirty-six bis
contributes to corporate interest
as it
allows the Company to send the information indicated therein to its shareholders through its incorporation on the Website, thus
avoiding the expense involved in the physical delivery of said documentation.
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4.
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The modification of the title of the current transitory article to the
First Transitory
article
contributes to corporate interest
as long as the incorporation of the new Second Transitory article, referred to
below, is approved, as it would contribute to a better reading and order of the corporate bylaws.
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5.
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With respect to the new proposed transitory article to be added, which would become the
Second
Transitory
article, the Board
considers, consistent with its response to ordinary official letter No. 9911 of the CMF, that
it is prudent to wait to issue a pronouncement in this respect until clarification is received by the shareholders who requested
the Proposal
.
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Sincerely,
(Signature illegible)
Eugenio Ponce Lerou
Chairman of the Board
Sociedad Quimica y Minera de Chile S.A.
1
As of April
18, 2018, the AFPs held the following investments in the Company:
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(a)
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AFP Cuprum S.A. held the following B-series shares, which represent the percentage indicated for
each fund: (i) 110,000 shares for Fund A, representing 0.071% of said fund, (ii) 44,695 shares for Fund B, representing 0.039%
of said fund, (iii) 153,000 shares for Fund C, representing 0.057% of said fund, (iv) 59,000 shares for Fund D, representing 0.058%
of said fund, and (v) 38,886 shares for Fund E, representing 0.029% of said fund.
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(b)
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AFP Planvital S.A. held the following B-series shares, which represent the percentage indicated
for each fund: (i) 13,846 shares for Fund A, representing 0.097% of said fund, (ii) 28,528 shares for Fund B, representing 0.093%
of said fund, (iii) 21,515 shares for Fund C, representing 0.047% of said fund, (iv) 26,820 shares for Fund D, representing 0.103%
of said fund, and (v) 22,824 shares for Fund E, representing 0.108% of said fund
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Note: The percentages have been calculated
according to the value of the pension funds published in the website of the Superintendency of Pensions on April 17, 2018, and
the Company’s investment value corresponds to the closing price as of April 18, 2018.
Santiago, April 19, 2018
Mr. Luis Eugenio Ponce Lerou
Chairman
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
RE:
Response to letter dated April 17, 2018
.
Dear Mr. Ponce,
We confirm receipt of your letter
dated this past April 17
th
and copy of the Ordinary Official Letter No. 10,078 of the Financial Market Commission (“CMF”),
and in response to which we can state the following:
The background information to
support the request to summon an extraordinary shareholders’ meeting, sent by the boards of directors of Sociedad de Inversiones
Pampa Calichera S.A. (“Pampa Calichera”) and Potasios de Chile S.A. (“Potasios de Chile”) last April 2
nd
,
refers primarily to the incorporation of a new Second Transitory article which prevents a groups of shareholders from voting over
the limit established in article Thirty-One of the bylaws of Sociedad Quimica y Minera de Chile S.A. (“SQM”), which
in the case of the A-series, gives the right to elect no more than 3 of the 7 directors of said series. Likewise, as explained
below, SQM was asked to take the opportunity to present other additional modifications to the bylaws to the consideration of the
extraordinary shareholders’ meeting.
Within this context, the boards
of directors Pampa Calichera and Potasios de Chile consider it appropriate to request the modification of the bylaws of SQM for
the purposes of maintaining this provision after Nutrien (formerly PCS) sells its shareholders in its sale process, which is of
public knowledge. Specifically, the proposal is to modify the bylaws of SQM so that the other SQM A-series shareholders have the
capacity to react if the buyers of the SQM-A shares presently owned by Nutrien have the intention to vote more than the 37.5% established
in the bylaws, such that they may match (but under no circumstances exceed) the effective voting capacity. According to these shareholders,
this would help avoid circumstances in which any shareholders or group of shareholders may acquire the control of the company against
the present spirit of the bylaws, without first undergoing a public offering of shares and the necessary reform to the bylaws.
Regarding the other bylaw modifications,
the boards of directors of my represented companies consider it appropriate to make the other modifications to the bylaws in order
to update their text according to the latest legal modifications that govern open corporations. Specifically, the modification
of articles Twenty-seven, Twenty-eight, Twenty-nine, Thirty-six and Forty-on are aimed at adapting to the creation of the new Financial
Market Commission which substituted the Superintendency of Securities and Insurance.
The modification to article Twenty-seven
bis corresponds to the idea that, in the opinion of these shareholders, since the Company has external auditors, the additional
hiring of account inspectors would appear to be unnecessary.
The modification to article Thirty-six
bis would allow SQM to present certain information to its shareholders by its incorporation on the Company’s Website, thus
avoiding the bureaucracy implied by the physical delivery of said documentation.
On the other hand, the modification
of the title of the current transitory article to “First Transitory Article”, is a consequence of the new Second Transitory
article, which has been proposed for incorporation into the bylaws of SQM.
Finally, and consistent with the
agreements signed by my represented companies in favor of CORFO, which allowed SQM to obtain a substantial increase in its lithium
extraction quota, the boards of directors of Pampa Calichera and Potasios de Chile understand that the modifications proposed contribute
to the corporate interest of SQM, and in particular, the incorporation of the new Second Transitory article, as it is aimed at
broadening the meaning and scope of the current article Thirty-one of the bylaws, by preventing any shareholder or group of shareholders
from acquiring under these circumstances, directly or indirectly, the control of the Company without first (i) modifying the bylaws
with respect to the quorums required thereby, and (ii) performing a public offering of shares pursuant to Title XXV of the Securities
Market Law.
The authority must note that,
in the interest of allowing SQM to terminate the litigations it presently has with CORFO and, at the same time, signing the agreements
referred to in the previous paragraph, Pampa Calichera and Potasios de Chile agreed to relinquish their participation in the control
of SQM during the entire effective term of said agreements. However, this was not the cause but rather the result of the express
petition by CORFO that SQM have no controller until December 31, 2030, and that my represented companies refrain from signing a
joint action agreement with third parties in order to acquire the role of sole controller or joint controller with other shareholders
for the entire abovementioned term.
It is without question that the
proposed reform is in the corporate interest of SQM, and my represented companies are driven by no other motive than that of protecting
the benefits provided by the agreements signed with CORFO and the equality of rights that, in the interest of corporate harmony,
must exist in the company for the entire period in which the established restrictions are in place. It is for that reason that
upon termination of the agreements, that is, on December 31, 2030, the effects of the new transitory article proposed shall cease
and the corporate bylaws in their entirety shall once again go into effect.
We hereby send you this information
for your own knowledge and that of the SQM shareholders prior to the extraordinary shareholders’ meeting.
Sincerely,
(Signature Illegible)
Patricio Contesse Pica
p.p. SOCIEDAD DE INVERSIONES PAMPA
CALICHERA S.A.
p.p. POTASIOS DE CHILE S.A.
About SQM
SQM´s business strategy is to be
a global company, with people committed to excellence, dedicated to the extraction of minerals and selectively integrated in the
production and sale of products for the industries essential for human development (e.g. food, health, technology). This strategy
was built on the following five principles:
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ensure availability of key resources required to support current goals and medium and long-term
growth of the business;
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consolidate a culture of lean operations (M1 excellence) through the entire organization, including
operations, sales and support areas;
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significantly increase nitrate sales in all its applications and ensure consistency with iodine
commercial strategy;
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maximize the margins of each business line through appropriate pricing strategy;
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successfully develop and implement all lithium expansion projects of the Company, acquire more
lithium and potassium assets to generate a competitive portfolio.
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These principles are based on the following
key concepts:
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strengthen the organizational structure to supports the development of the Company's strategic
plan, focusing on the development of critical capabilities and the application of the corporate values of Excellence, Integrity
and Safety;
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develop a robust risk control and mitigation process to actively manage business risk;
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improve our stakeholder management to establish links with the community and communicate to Chile
and worldwide our contribution to industries essential for human development.
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For further information, contact:
Gerardo
Illanes 56-2-24252022 /
gerardo.illanes@sqm.com
Kelly O’Brien 56-2-24252074 / kelly.obrien@sqm.com
Irina Axenova 56-2-24252280 / irina.axenova@sqm.com
For media inquiries, contact:
Carolina García Huidobro / carolina.g.huidobro@sqm.com
Alvaro Cifuentes / alvaro.cifuentes@sqm.com
Tamara Rebolledo / tamara.rebolledo@sqm.com (Northern
Region)
Cautionary Note Regarding Forward-Looking
Statements
This news release contains “forward-looking
statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as: “anticipate,” “plan,” “believe,”
“estimate,” “expect,” “strategy,” “should,” “will” and similar references
to future periods. Examples of forward-looking statements include, among others, statements we make concerning the Company’s
business outlook, future economic performance, anticipated profitability, revenues, expenses, or other financial items, anticipated
cost synergies and product or service line growth.
Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are estimates that reflect the best judgment of SQM management
based on currently available information. Because forward-looking statements relate to the future, they involve a number of risks,
uncertainties and other factors that are outside of our control and could cause actual results to differ materially from those
stated in such statements. Therefore, you should not rely on any of these forward-looking statements. Readers are referred to the
documents filed by SQM with the United States Securities and Exchange Commission, specifically the most recent annual report on
Form 20-F, which identifies important risk factors that could cause actual results to differ from those contained in the forward-looking
statements. All forward-looking statements are based on information available to SQM on the date hereof and SQM assumes no obligation
to update such statements, whether as a result of new information, future developments or otherwise.
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.
CHEMICAL AND MINING COMPANY
OF CHILE INC.
(Registrant)
Date: April 23, 2018
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/s/ Ricardo Ramos
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By: Ricardo Ramos
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CFO & Vice-President of Development
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Persons who are to respond to the collection
of information contained SEC 1815 (04-09) in this form are not required to respond unless the form displays currently valid OMB
control number.
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