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
August
2017
Vale S.A.
Avenida das
Américas, No. 700 – Bloco 8, Sala 218
22640-100 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
☒
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))
(Check
One) Yes
☐
No
☒
(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
☐
No
☒
(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
☐
No
☒
(If
“Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b).
82-
.)
Vale on the conversion of the
remaining preferred shares
Rio de
Janeiro, August 18
th
, 2017 – On
August 11, 2017 the period of the voluntary conversion of Class A
preferred shares of Vale S.A. (“Vale” or the
“Company”) into common shares has ended
(“Voluntary Conversion”). The Voluntary Conversion was
one of the steps of the reorganization approved by the
Extraordinary General Shareholders Meeting held on June 27, 2017
(“Reorganization”), aiming to transform Vale into a
company without control and list Vale’s shares on the Novo
Mercado special segment of the B3.
The
conversion of 84.4%, which represents a material percentage of the
outstanding preferred shares, reflects a substantial intention of
holders of preferred shares to combine Vale’s shares into a
single class of common shares. Since August 11, shareholders have
been contacting Vale to inform about their intention to convert
their remaining preferred shares.
The
Company has also tried to identify the main reasons that caused a
residual part of the preferred shares not to convert, and
identified that a large percentage of the shareholders remained
with their preferred shares mainly as a result of (a) being index
investment funds, which have to follow the relevant index; (b)
being individuals that do not actively trade their shares and,
despite Vale’s efforts to disseminate the information
regarding the Conversion to the market, (i) did not became aware of
the process in time in order to convert their shares or (ii) did
not know of their shareholding position or (iii) other restrictions
of any nature, or (c) operational constraints that did not allow
them to convert their shares on time.
The
Company acknowledges that due to the material conversion of the
preferred shares, it is in the best interest of the Company and its
shareholders to advance the combination of the classes of shares
into a single class of common shares, which could lead to not only
an alignment of all shareholders but also advance the listing in
the Novo Mercado of B3 and the resulting benefits.
In
order to allow the remaining preferred shareholders to convert
their shares, and at the same time advance the effects of the
migration to the Novo Mercado of B3, one of the objectives of the
Reorganization, the Company informs that its Executive Officers is
submitting to the Board of Directors a proposal to call a general
meeting of shareholders to approve the conversion of all remaining
307,140,096 preferred shares into common shares (“Conversion
of the Remaining Shares”). In order that the holders of
preferred shares prior to the Reorganization benefit from the same
conditions of the Voluntary Conversion, the Conversion of the
Remaining Shares will preserve the same ratio applicable to the
Voluntary Conversion, of 0.9342 common share for each preferred
share.
The
Conversion of the Remaining Shares will be subject not only to the
approval of the General Shareholders Meeting but also to the
approval of the holders of preferred shares in a Special Meeting,
which will be timely convened.
If the
Conversion of the Remaining Shares is approved, holders of
preferred shares that dissent from such approval will have the
right to withdraw from the Company, in accordance with the
conditions provided by article 137 of Lei No. 6,404/76, for the
relevant net equity value of the shares.
The
withdrawal rights will only by available to dissenting shareholders
that maintain their preferred shares continuously as from the end
of trading on August 18, 2017 until the date such right is
effectively exercised. Shares that are acquired or borrowed from,
and including, August 21, 2017 will not grant their holders
withdrawal rights in relation to the Conversion of the Remaining
Shares.
Pursuant
to article 137, paragraph 3º of Law No. 6,404/76, if the
Conversion of the Remaining Shares is approved, the management of
the Company may decide to convene a general shareholders meeting to
reconsider such decision depending on the volume resulting from the
exercise of the withdrawal right.
Upon
the completion of the migration to the Novo Mercado, the Company
expects all shareholders to benefit from higher corporate
governance standards, a simplified corporate structure and
increased liquidity of its shares. The Company will update the
market of any developments related to this Material
Fact.
For further information, please contact:
+55-21-3814-4540
André Figueiredo:
andre.figueiredo@vale.com
André Werner:
andre.werner@vale.com
Carla Albano Miller:
carla.albano@vale.com
Fernando Mascarenhas:
Fernando.mascarenhas@vale.com
Andrea Gutman:
andrea.gutman@vale.com
Bruno Siqueira:
bruno.siqueira@vale.com
Claudia Rodrigues:
claudia.rodrigues@vale.com
Denise Caruncho:
denise.caruncho@vale.com
Mariano Szachtman:
mariano.szachtman@vale.com
Renata Capanema:
renata.capanema@vale.com
This press release may include statements that present Vale’s
expectations about future events or results. All statements, when
based upon expectations about the future and not on historical
facts, involve various risks and uncertainties. Vale cannot
guarantee that such statements will prove correct. These risks and
uncertainties include factors related to the following: (a) the
countries where we operate, especially Brazil and Canada; (b) the
global economy; (c) the capital markets; (d) the mining and metals
prices and their dependence on global industrial production, which
is cyclical by nature; and (e) global competition in the markets in
which Vale operates. To obtain further information on factors that
may lead to results different from those forecast by Vale, please
consult the reports Vale files with the U.S. Securities and
Exchange Commission (SEC), the Brazilian Comissão de Valores
Mobiliários (CVM), the French Autorité des Marchés
Financiers (AMF), and The Stock Exchange of Hong Kong Limited, and
in particular the factors discussed under “Forward-Looking
Statements” and “Risk Factors” in Vale’s
annual report on Form 20-F.
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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Date
August
18, 2017
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By:
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/s/
André
Figueiredo
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Director of
Investor Relations
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Vale (NYSE:VALE)
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