Registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20 F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

OR



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR



SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                      

For the transition period from                  to                   

Commission file number: 001 37668


Ferroglobe PLC

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

2nd Floor West Wing, Lansdowne House, 57 Berkeley Square

London W1J 6ER, United Kingdom

+44 (0)203 129 2420

(Address of principal executive offices)

Joseph Ragan Chief Financial Officer and Principal Accounting Officer

2nd Floor West Wing, Lansdowne House, 57 Berkeley Square

London W1J 6ER, United Kingdom

+44 (0)203 129 2420

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act


Title of each class

    

Name of each exchange on which registered

Ordinary Shares (nominal value of $0.01)

 

NASDAQ Global Select Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

 

Ordinary Shares (nominal value of $0.01)

171,976,731

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Emerging growth company☐

 

 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.   ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

 

 

U.S. GAAP ☐

International Financial Reporting Standards as issued

Other ☐

 

 

by the International Accounting Standards Board ☒

 

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). Yes ☐ No ☒

 

 

 

 
TABLE OF CONTENTS

 

 

 

 

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS 

1

PART I 

 

5

ITEM 1. 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

5

ITEM 2. 

OFFER STATISTICS AND EXPECTED TIMETABLE

5

ITEM 3. 

KEY INFORMATION

5

ITEM 4. 

INFORMATION ON THE COMPANY

36

ITEM 4A. 

UNRESOLVED STAFF COMMENTS

62

ITEM 5. 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

62

ITEM 6. 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

87

ITEM 7. 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

103

ITEM 8. 

FINANCIAL INFORMATION

109

ITEM 9. 

THE OFFER AND LISTING

112

ITEM 10. 

ADDITIONAL INFORMATION

113

ITEM 11. 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

128

ITEM 12. 

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

132

PART II 

 

133

ITEM 13. 

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

133

ITEM 14. 

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

133

ITEM 15. 

CONTROLS AND PROCEDURES.

133

ITEM 16. 

[RESERVED]

136

ITEM 16A. 

AUDIT COMMITTEE FINANCIAL EXPERT.

136

ITEM 16B. 

CODE OF ETHICS.

136

ITEM 16C. 

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

136

ITEM 16D. 

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

137

ITEM 16E. 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

137

ITEM 16F. 

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.

137

ITEM 16G. 

CORPORATE GOVERNANCE.

137

ITEM 16H. 

MINE SAFETY DISCLOSURE

138

PART III 

 

139

ITEM 17. 

FINANCIAL STATEMENTS.

139

ITEM 18. 

FINANCIAL STATEMENTS.

139

ITEM 19. 

EXHIBITS.

139

 

 

 

 

 
 

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This annual report includes statements that are, or may be deemed to be, forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this annual report, including, without limitation, those regarding our future financial position and results of operations, our strategy, plans, objectives, goals and targets, future developments in the markets in which we operate or are seeking to operate or anticipated regulatory changes in the markets in which we operate or intend to operate. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict(s),” “will,” “expect(s),” “estimate(s),” “project(s),” “positioned,” “strategy,” “outlook,” “aim,” “assume,” “continue,” “forecast,” “guidance,” “projected,” “risk” and similar expressions.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and are based on numerous assumptions. Our actual results of operations, financial condition and the development of events may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements. Investors should read the section entitled “Item 3.D.—Key Information—Risk Factors” and the description of our segments in the section entitled “Item 4.B.—Information on the Company—Business Overview” for a more complete discussion of the factors that could affect us. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following:

 

·

 

the outcomes of pending or potential litigation;




 

·

 

operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected;




 

·

 

the retention of certain key employees may be difficult;




 

·

 

intense competition and expected increased competition in the future;




 

·

 

our ability to adapt services to changes in technology or the marketplace;




 

·

 

our ability to maintain and grow relationships with customers and clients;




 

·

 

the historic cyclicality of the metals industry and the attendant swings in market price and demand;




 

·

 

increases in energy costs and the effect on costs of production;




 

·

 

energy prices, disruptions in the supply of power and changes in governmental regulation of the power sector;




 

·

 

availability of raw materials or transportation;




 

·

 

the cost of raw material inputs and the ability to pass along those costs to customers;




 

·

 

costs associated with labor disputes and stoppages;




 

·

 

our ability to maintain our liquidity and to generate sufficient cash to service indebtedness;




 

·

 

integration and development of prior and future acquisitions, and the ability to realize anticipated benefits of the Business Combination;

 

 

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·

 

our ability to effectively implement strategic initiatives and actions taken to increase sales growth;




 

·

 

our ability to compete successfully;




 

·

 

the availability and cost of maintaining adequate levels of insurance;




 

·

 

our ability to protect trade secrets or maintain their trademarks and other intellectual property;




 

·

 

equipment failures, delays in deliveries or catastrophic loss at any of our manufacturing facilities, which may not be covered under any insurance policy;




 

·

 

exchange rate fluctuations;




 

·

 

changes in laws protecting U.S., Canadian and European Union companies from unfair foreign competition (including antidumping and countervailing duty orders and laws) or the measures currently in place or expected to be imposed under those laws;




 

·

 

compliance with, or potential liability under, environmental, health and safety laws and regulations (and changes in such laws and regulations, including in their enforcement or interpretation);




 

·

 

risks from international operations, such as foreign exchange, tariff, tax, inflation, increased costs, political risks and their ability to expand in certain international markets;




 

·

 

risks associated with mining operations, metals manufacturing and smelting activities;




 

·

 

our ability to manage price and operational risks including industrial accidents and natural disasters;




 

·

 

our ability to acquire or renew permits and approvals;




 

·

 

potential losses due to immediate cancellations of service contracts;




 

·

 

risks associated with potential unionization of employees or work stoppages that could adversely affect our operations;




 

·

 

changes in tax laws (including under applicable tax treaties) and regulations or to the interpretation of such tax laws or regulations by the governmental authorities;




 

·

 

changes in general economic, business and political conditions, including changes in the financial markets;




 

·

 

risks related to our capital structure; and




 

·

 

risks related to our ordinary shares.

These and other factors are more fully discussed in the “Item 3.D.—Key Information—Risk Factors” and “Item 4.B.—Information on the Company—Business Overview” sections and elsewhere in this annual report.

The risks set forth in the “Item 3.D.—Key Information—Risk Factors” section are not exhaustive. Other sections of this annual report describe additional factors that could adversely affect our business, financial condition or results of operations. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict or list all such risks, nor can we assess the impact of all possible risks on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained, or implied by, in any forward-looking statements.

2

 

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The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report and the documents that we reference in this annual report and have filed as exhibits to this annual report, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

CURRENCY PRESENTATION AND DEFINITIONS

In this annual report, references to “$,” “US$” and “U.S. Dollars” are to the lawful currency of the United States of America, references to “Euro” and “€” are to the single currency adopted by participating member states of the European Union relating to Economic and Monetary Union and references to “Pound Sterling” and “£” are to the lawful currency of the United Kingdom.

Unless otherwise specified or the context requires otherwise, all financial information for the Company, FerroAtlántica and Globe provided in this annual report is denominated in U.S. Dollars.

Definitions

Unless otherwise specified or the context requires otherwise in this annual report:

 

·

 

the terms (1) “we,” “us,” “our,” “Company,” “Ferroglobe,” and “our business” refer to Ferroglobe PLC and its subsidiaries, Globe Specialty Metals, Inc. (“Globe”) and its consolidated subsidiaries and Grupo FerroAtlántica, S.A.U. (“FerroAtlántica”) and its consolidated subsidiaries; (2) “Globe” refers solely to Globe Specialty Metals, Inc. and its consolidated subsidiaries and (3) “FerroAtlántica” or the “FerroAtlántica Group” refers solely to FerroAtlántica and its consolidated subsidiaries;




 

·

 

“Amended Revolving Credit Facility” refers to the revolving credit facility previously available pursuant to the Amended Revolving Credit Facility Agreement;




 

·

 

“Amended Revolving Credit Facility Agreement” refers to the Old Revolving Credit Facility Agreement as amended on or about February 15, 2017 by the Revolving Credit Facility Amendment;




 

·

 

“Borrower” refers to Ferroglobe PLC as borrower under the New Revolving Credit Facility;




 

·

 

“Business Combination” refers to the business combination of Globe and FerroAtlántica as wholly-owned subsidiaries of Ferroglobe PLC on December 23, 2015;




 

·

 

“Class A Ordinary Shares” refers to share capital issued in connection with the Business Combination, which has subsequently been converted into ordinary shares of Ferroglobe PLC as a result of the distribution of beneficial interest units in the Ferroglobe Representation and Warranty Insurance Trust to certain Ferroglobe PLC shareholders on November 18, 2016;




 

·

 

“Consolidated Financial Statements” refers to the audited consolidated financial statements of Ferroglobe PLC and its subsidiaries as of December 31, 2017 and December 31, 2016 and for each of the years ended December 31, 2017, 2016 and 2015, including the related notes thereto, prepared in accordance with IFRS (as such terms are defined herein);




 

·

 

“hectares” refers to a land area of 10,000 square meters or approximately 2.47 acres;




 

·

 

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board;

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·

 

“Indenture” refers to the indenture, dated as of February 15, 2017, among Ferroglobe PLC and Globe as co-issuers, certain subsidiaries of Ferroglobe PLC as guarantors, and Wilmington Trust, National Association as trustee, registrar, transfer agent and paying agent;




 

·

 

“New Revolving Credit Facility” refers to the revolving credit facility available pursuant to the New Revolving Credit Facility Agreement;




 

·

 

“New Revolving Credit Facility Agreement” refers to the credit agreement, dated as of February 27, 2018, among Ferroglobe PLC, as Borrower, certain subsidiaries of Ferroglobe PLC from time to time party thereto as guarantors, the financial institutions from time to time party thereto as lenders, PNC Bank, National Association, as administrative agent, issuing lender and swing loan lender, PNC Capital Markets LLC, Citizens Bank, National Association and BMO Capital Markets Corp., as joint legal arrangers and bookrunners, Citizens Bank, National Association, as syndication agent, and BMO Capital Markets Corp., as documentation agent, as amended from time to time;




 

·

 

“Notes” refer to the $350,000,000 aggregate principal amount of Senior Notes due 2022;




 

·

 

“Old  Revolving Credit Facility Agreement” refers to the credit agreement, dated as of August 20, 2013, among Globe, certain subsidiaries of Globe from time to time as co-borrowers thereunder, the financial institutions from time to time party thereto as lenders, PNC Bank National Association and Wells Fargo Bank, National Association, as syndication agents for lenders, BBVA Compass Bank, as documentation agent, and Citizens Bank of Pennsylvania, as administrative agent for lenders, which has been replaced by the New Revolving Credit Facility Agreement;




 

·

 

“Predecessor” refers to FerroAtlántica for all periods prior to the Business Combination;




 

·

 

“Revolving Credit Facility Amendment” refers to the Third Amendment to the Old Revolving Credit Facility Agreement, among, inter alios , Ferroglobe PLC and Globe as co-borrowers, the subsidiary guarantors party thereto, the financial institutions party thereto as lenders and Citizens Bank of Pennsylvania as administrative agent;




 

·

 

“shares” or “ordinary shares” refer to the authorized share capital of Ferroglobe PLC;




 

·

 

“tons” refer to metric tons (approximately 2,204.6 pounds or 1.1 short tons);




 

·

 

“U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended; and




 

·

 

“U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended.

PRESENTATION OF FINANCIAL INFORMATION

The selected financial information as of December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017, 2016 and 2015 is derived from our Consolidated Financial Statements, which are included elsewhere in this annual report and which are prepared in accordance with IFRS. The selected financial information as of December 31, 2015 and as of and for the years ended December 31, 2014 and 2013 is derived from our (or FerroAtlántica’s) audited consolidated financial statements and related notes for the years ended December 31, 2015, 2014 and 2013, which are not included in this annual report.

Certain numerical figures set out in this annual report, including financial data presented in millions or thousands and percentages describing market shares, have been subject to rounding adjustments, and, as a result, the totals of the data in this annual report may vary slightly from the actual arithmetic totals of such information. Percentages and amounts reflecting changes over time periods relating to financial and other data set forth in “Item 5.—Operating and Financial Review and Prospects” are calculated using the numerical data in our Consolidated Financial Statements or the tabular presentation of other data (subject to rounding) contained in this annual report, as applicable, and not using the numerical data in the narrative description thereof.

4

 

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