6-K 1 tm214133d1_6k.htm FORM 6-K

 

 

 

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 January 2021.

 

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. January 25, 2021 – Sociedad Química y Minera de Chile S.A. (SQM) (NYSE: SQM; Santiago Stock Exchange: SQM-B, SQM-A) announced that, the Company's shareholders in the Extraordinary Shareholders' Meeting held today (the “Meeting”) have approved the following:

 

1.Agree to -in the terms set forth in detail at the Meeting- a capital increase for US$1,100,000,000 through the issuance of 22,442,580 Series B shares, to be subscribed and paid within the maximum term that expires on January 22, 2024, and which will only be offered preferentially and under equal conditions to Series B shareholders, assignees of the options and / or third parties; all of this subject to the resolutory condition consisting in exercising the right to withdraw for more than 0.5% of the total Series A shares, in the terms of article 134 of the Corporations’ Regulations (the “Resolutory Condition”).

 

2.Empower the Board of Directors of the Company -in the terms set forth in detail at the Meeting- to make the final determination of the placement price of the new Series B shares within the framework of the resolutions adopted at the Meeting, subject to the agreement to fix the price and number of shares to be placed during the preferential option period or once it has ended, either once or in part, being approved by the majority of the members of the Board of Directors present at a duly constituted session and not having been rejected by two or more directors; proceed to issue said shares and resolve their placement among the Series B shareholders, assignees of the options and / or third parties; determine, fix and agree freely and with the broadest powers the form, time, procedure and other conditions for the placement of said shares; and, in general, to resolve all situations, modalities, complements and details that may be presented or required in relation to the capital increase agreed at the Meeting; all subject to the Resolutory Condition.

 

3.Agree - in the terms set forth in detail at the Meeting - to modify the permanent fifth article, related to capital, and the incorporation of a new third transitory article, related to the subscription and payment of capital; all subject to the Resolutory Condition.

 

4.Adopt - in the terms set forth in detail at the Meeting - the complementary agreements related to the approval of the minutes of the Meeting, their entering into public deed and powers of attorney.

 

The capital increase will be subject to a mandatory 30-day pre-emptive rights offering period for existing shareholders under Chilean law, and it is expected that a parallel pre-emptive rights offer will be made to existing holders of the Company’s ADRs.

 

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About SQM

 

SQM is a global company that is listed on the New York Stock Exchange and the Santiago Stock Exchange (NYSE: SQM; Santiago Stock Exchange: SQM-B, SQM-A). SQM develops and produces diverse products for several industries essential for human progress, such as health, nutrition, renewable energy and technology through innovation and technological development. We aim to maintain our leading world position in the lithium, potassium nitrate, iodine and thermo-solar salts markets by:

 

·Ensuring access to the best assets related to our current business lines by expanding our global presence;
·Actively searching for attractive minerals allowing us diversification opportunities to replicate and expand our existing mining capacities;
·Strengthening our operational, logistical and commercial excellence process from beginning to end, while looking to be a cost leader; and
·Maintaining a conservative financial policy which allows us to successfully endure economic cycles that could impact the markets in which we sell.

 

We are a company built and managed by a culture based on excellence, safety, sustainability and integrity. We work every day to expand this culture through the attraction, retention and development of talent as well encouraging an inclusive and diverse work environment ensuring the unique knowledge and innovation needed to sustain our business. We strive for safe and accident-free operations by promoting conduct that favors the physical safety and psychological well-being of everyone who works directly and indirectly with the Company.

 

We position ourselves as leaders in sustainability and commit to a sustainable future where we constantly work to responsibly manage natural resources, protect human rights, care for the environment, form close and trusting relationships with our neighboring communities and create value. Within these communities, we support projects and activities with a focus on education, business development, and protection of the environment and historical heritage. We create value for our clients through established commercial models and the production and development of differentiated products that respond to their industry and market specific needs, constantly creating and providing a sustainable improvement in the quality of life. We will continue to create value for all of our stakeholders through responsible management of natural resources, sustainable expansion projects and improvement of our existing operations, with a focus on minimizing our environmental impacts by reducing our carbon, energy and water footprints and working together with our shareholders, employees, customers, suppliers and communities.

 

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:

 

Maria Ignacia Lopez / ignacia.lopez@sqm.com

Pablo Pisani / pablo.pisani@sqm.com

Tamara Rebolledo / tamara.rebolledo@sqm.com  (Northern Region)

 

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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 capital expenditures, financing sources, Sustainable Development Plan, 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, including our ability to successfully implement the Sustainable Development Plan. 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 other 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, except as required by law.

 

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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: January 25, 2021 /s/ Gerardo Illanes

By: Gerardo Illanes

CFO

 

 

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.