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
March 2020
Vale S.A.
Praia de Botafogo nº 186, 18º
andar, Botafogo
22250-145 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 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))
(Check One) Yes ¨
No x
(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
x
(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 x
(If “Yes” is marked,
indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)
SHAREHOLDERS
DEBENTURES 2H19
www.vale.com
vale.ri@vale.com
Tel.: (55 21)
3485-3900
Investor Relations
Department
Andre Werner
Samir Bassil
Mariana Rocha
Any additional
information about the shareholders debentures, including the Prospectus for Public Trading of Shareholders Debentures, can be
obtained on our website, www.vale.com/Investors/Equity and Debt/Shareholders debentures, from GDC Partners Serviços Fiduciários
DTVM Ltda. as fiiduciary agent for the debentures, www.gdcdtvm.com.br, and from the CVM (Brazilian Securities and Exchange Commission).
Second half of
2019 (2H19)
Rio
de Janeiro, March 31st, 2020 – Vale will pay today, R$ 506,053,039.54, equivalent to R$ 1.302383851 per shareholder
debenture, related to the total remuneration for the period between July and December of 2019 (2H19). The financial settlement
will occur on April 1st, 2020.
The
total remuneration for 2H19 refers to (i) 1.25% of the net revenues from the sale of copper concentrate from the Sossego mine;
and (ii) 1.80% of the net revenues from the sale of iron ore from the Northern System.
Shareholders
debentures remuneration
|
6-month period ending on December 31st, 2019 (R$)
|
|
|
|
|
Remuneration on copper concentrate
|
|
|
6,913,821.52
|
|
|
Remuneration on iron ore from the Northern System
|
|
|
499,139,218.02
|
|
|
Remuneration on disposal of mining rights
|
|
|
0.00
|
|
|
Total remuneration
|
|
|
506,053,039.54
|
|
|
Remuneration per debenture
|
|
|
1.302383851
|
|
Remuneration
of shareholders’ debentures
|
R$/shareholders’
debenture – 1H13/2H19
|
|
Income
tax will be charged on the amount to be paid to debenture holders, as fixed-income investments, applying the rate in relation
to the individual situation of the beneficiary, with the exception of those who can provide legal, unequivocal, and proof that
they are exempt or subject to a differentiated taxation.
Annual
remuneration of shareholders debentures
|
Year
|
|
Per debenture (R$)
|
|
|
Total amount (R$)
|
|
|
2011
|
|
|
0.057
|
|
|
|
22,372,791.36
|
|
|
2012
|
|
|
0.057
|
|
|
|
22,260,404.79
|
|
|
2013
|
|
|
0.341
|
|
|
|
132,642,793.33
|
|
|
2014
|
|
|
0.732
|
|
|
|
284,859,604.30
|
|
|
2015
|
|
|
0.594
|
|
|
|
230,899,093.47
|
|
|
2016
|
|
|
1.043
|
|
|
|
405,149,990.84
|
|
|
2017
|
|
|
1.270
|
|
|
|
493,550,875.87
|
|
|
2018
|
|
|
1.654
|
|
|
|
642,842,084.48
|
|
|
2019
|
|
|
2.316
|
|
|
|
900,017,354.07
|
|
Iron
ore
In
2H19, sales of iron ore totaled 150.9 Mt out of which 106.0 Mt correspond to the sales volumes in the Northern System. Sales of
Vale’s iron ore, net of maritime freight costs, totaled R$ 44.0 billion in 2H19, out of which R$ 31.6 billion correspond
to the Northern System. After applying the discounts provided in the Deed of Debentures to calculate the net revenues, among which
R$ 2.8 billion are related to transportation expenses, and the percentage of 1.8%, the value of the remuneration related to net
revenues of iron ore from the Northern System is R$ 499.1 million.
Remuneration
on iron ore
|
R$ million
|
|
|
2H19
|
|
|
|
1H19
|
|
|
|
2H18
|
|
|
|
1H18
|
|
|
|
2019
|
|
|
Net sales revenues from the Northern System1
|
|
|
27,730.0
|
|
|
|
21,265.1
|
|
|
|
20,472.8
|
|
|
|
13,837.5
|
|
|
|
48,995.1
|
|
|
% basis for calculation
|
|
|
1.8
|
%
|
|
|
1.8
|
%
|
|
|
1.8
|
%
|
|
|
1.8
|
%
|
|
|
1,8
|
%
|
|
Remuneration on iron ore (R$ million)
|
|
|
499.1
|
|
|
|
382.8
|
|
|
|
368.5
|
|
|
|
249.1
|
|
|
|
881.9
|
|
|
|
|
1
|
Gross sales minus expenses with transport and insurance and taxes on sales, which include taxes and contributions levied on sales separately, or on billing or gross revenues from sales, as well as the financial compensation due to the Brazilian Federal Government, States and Municipalities.
|
In
Vale’s Southeastern System, iron ore sales from the mineral deposits covered by the Private Deed for Shareholder Debentures
totaled 1.445 billion metric tons until December 31st, 2019. It is expected that the cumulative sales volume of 1.7
billion metric tons, from which the sales of the Southeastern System are entitled to payment of the premium, will be achieved
in June 2024, if annual sales of this System, covered by the Deed for Shareholder Debentures, remain equal to the sales volume
of the last 12 months, ending in 2H19. It is important to note that this forecast may not be confirmed due to the impacts resulting
from the rupture of the Dam I in Brumadinho.
Copper
concentrate
In
2H19, sales of copper concentrate from Sossego totaled 94 thousand metric tons, 37.7% lower than the 151 thousand metric tons
in the previous semester.
Sales
of this product generated net revenues of R$ 553.1 million, a 38.2% decrease when compared to the R$ 895.4 million in the previous
semester.
The
remuneration related to the sales of copper concentrate of R$ 6,913,821.52, is calculated from the application of the 1.25% percentage
on the net sales revenue of R$ 553.1 million.
Remuneration
on copper concentrate
|
R$ million
|
|
|
2H19
|
|
|
|
1H19
|
|
|
|
2H18
|
|
|
|
1H18
|
|
|
|
2019
|
|
|
Net sales revenue1
|
|
|
553.1
|
|
|
|
895.4
|
|
|
|
1,070.1
|
|
|
|
929.2
|
|
|
|
1,448.5
|
|
|
% basis for calculation2
|
|
|
1.25
|
%
|
|
|
1.25
|
%
|
|
|
1.25
|
%
|
|
|
1.25
|
%
|
|
|
1.25
|
%
|
|
Remuneration on copper concentrate
|
|
|
6.9
|
|
|
|
11.2
|
|
|
|
13.4
|
|
|
|
11.6
|
|
|
|
18.1
|
|
|
1
|
Gross sales minus expenses with transport and insurance and taxes
on sales, which include taxes and contributions levied on sales separately, or on billing or gross revenues from sales, as
well as the financial compensation due to the Brazilian Federal Government, States and Municipalities.
|
|
2
|
On April 15, 1997, Vale only had a 50% stake in Mineração
Serra do Sossego S.A. (Sossego). In 2001 Vale bought the remaining 50% of Sossego from Phelps Dodge do Brasil Mineração
Ltda. Hence, the percentage basis for calculating remuneration is 2.5%, as described in the Deed of Issue of Debentures, multiplied
by the Vale’s share in the project at the time, 50%, and therefore, equal to 1.25%.
|
Sales
and leasing of mining rights
In
2H19 there was no leasing of mining rights contained in the Deed of Debentures.
In
2H19 there was no sale of area from the mining site contained in the Debentures Deed.
Mining
rights
In
2H19, there was an increase of 2 areas and 1,209.75 hectares compared to the previous period. There was a change in relation to
publications related to 1 area that altered the status of mining processes.
The
mining rights in force on December 31st, 2019, covered by the Deed of Issue of Debentures, amount 315 processes, equivalent
to 1,651,458.56 hectares and are shown in the attached Inventory of Mining Rights (in Portuguese only).
Projects
under development
On
February 20th, 2020, Vale announced its 4Q19 financial results, which are available on our website: http://www.vale.com/EN/investors/information-market/quarterly-results/Pages/default.aspx
Production
from S11D reached 39 Mt in 2H19.
The
following table presents the evolution of the announced project related to future income from shareholders debentures.
|
Project
|
|
Status
|
|
Related future remuneration
|
|
Carajás Serra Sul S11D
Development of a mine and processing plant, located in the Southern range of Carajás, Pará, Brazil.
Estimated nominal capacity of 90 Mtpy.
|
|
· S11D (including mine, plant and associated logistics – CLN S11D) was completed at the end of 2019.
·
The duplication of the railway reached 100% of physical progress with 55 renovated yards.
|
|
Payment of 1.8% of net sales as from the beginning of sales volumes from S11D.
|
Attachment
– Inventory of Mining Rights
|
Block
|
|
Municipality
|
|
State
|
|
Substance(s)
|
|
Hectares
|
|
|
Stage1
|
|
Cachoeiro
|
|
Cachoeiro do Itapemirim
|
|
ES
|
|
Limestone
|
|
|
683.23
|
|
|
Mining
concession
|
|
Carajás
|
|
São Félix do Xingu, Parauapebas,
Canaã dos Carajás, Marabá, Tucumã,
Curionópolis e Água Azul do Norte
|
|
PA
|
|
Gold, silver, copper, iron,
manganese, nickel,
quartizito, granite, beryl,
tin, tantalum
|
|
|
285,118.79
|
|
|
Mining
concession
|
|
Corumbá
|
|
Ladário and Corumbá
|
|
MT
|
|
Iron
|
|
|
7,034.76
|
|
|
Mining
concession
|
|
Espinhaço
|
|
Guanhães, Morro do Pilar, Sabinópolis,
Senhora do Porto and Conceição do
Mato Dentro
|
|
MG
|
|
Gold, iron
|
|
|
23,312.99
|
|
|
Mining
concession
|
|
Gradaús
|
|
Rio Maria, Bannach, Cumarú do Norte,
Ourilândia do Norte and Tucumã
|
|
PA
|
|
Tungsten, chromium,
silver
|
|
|
53,488.17
|
|
|
Application
to mine
|
|
Parú Jari Sul
|
|
Almeirim, Mazagão and Monte Alegre
|
|
AP, PA
|
|
Saprolite, sulphur,
phosphate, manganese,
gold, titanium
|
|
|
1,225,062.00
|
|
|
Application
to carry out
research
|
|
Quadrilátero Ferrífero
|
|
Santa Bárbara, Mariana, Nova Lima,
Itabira, Brumadinho, Ouro Preto, São
Gonçalo do Rio Abaixo, Barão de
Cocais, Caeté, Rio Piracicaba e Catas
Altas
|
|
MG
|
|
Dolomite, iron, gold,
arsenic, vanadium,
quartz, manganese,
silver, nickel
|
|
|
35,304.65
|
|
|
Mining
concession
|
|
Riacho dos Machados
|
|
Rio Pardo de Minas and Riacho dos
Machados
|
|
MG
|
|
Iron, zinc
|
|
|
11,100.25
|
|
|
Application
to mine
|
|
Vazante
|
|
Vazante, Coromandel and Lagamar
|
|
MG
|
|
Zinc
|
|
|
10,353.72
|
|
|
Research
permit
|
1
Most advanced stage of all areas in the block.
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.
|
|
Vale
S.A.
(Registrant)
|
|
|
|
|
|
By:
|
/s/
André Figueiredo
|
|
Date: March 31, 2020
|
|
Director
of Investor Relations
|
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