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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 2019

 

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  o

 

(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  o  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  o  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  o  No  x

 

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-    .)

 

 

 


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Press Release

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Signature Page

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www.vale.com

vale.ri@vale.com

Tel.: (55 21) 3485-3900

 

Investor Relations Department

 

André Figueiredo

André Werner
Carla Albano Miller

Fernando Mascarenhas

Samir Bassil
Bruno Siqueira
Clarissa Couri
Renata Capanema

 

Ticker code:
CVRDA6

 

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).

 

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Second half of 2018 (2H18)

 

Rio de Janeiro, March 29th, 2018 — Vale will pay today, R$ 381,885,787.76, equivalent to R$ 0.982825601 per shareholder debenture, related to the total remuneration for the period between July and December of 2018 (2H18). The financial settlement will occur on April 2nd, 2019.

 

The total remuneration for 2H18 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, 2018 (R$)

 

Remuneration on copper concentrate

 

13,376,737.26

 

Remuneration on iron ore from the Northern System

 

368,509,050.50

 

Remuneration on disposal of mining rights

 

0.00

 

Total remuneration

 

381,885,787.76

 

Remuneration per debenture

 

0.982825601

 

 

Remuneration of shareholders’ debentures

 

R$/shareholders’ debenture — 2H12/2H18

 

 

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

 

 

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Iron ore

 

In 2H18, sales of iron ore totaled 163.7 Mt out of which 109.6 Mt correspond to the sales volumes in the Northern System. Sales of Vale’s iron ore, net of maritime freight costs, totaled R$ 34.5 billion in 2H18, out of which R$ 23.5 billion corresponds to the Northern System. After applying the discounts provided in the Deed of Debentures to calculate the net revenues, among which R$ 2.4 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$ 368.5 million.

 

Remuneration on iron ore

 

R$ million

 

2H18

 

1H18

 

2H17

 

1H17

 

2018

 

Net sales revenues from the Northern System(1)

 

20,472.8

 

13,837.5

 

14,168.6

 

11,923.6

 

34,310.3

 

% basis for calculation

 

1.8

%

1.8

%

1.8

%

1.8

%

1.8

%

Remuneration on iron ore (R$ million)

 

368.5

 

249.1

 

255.0

 

214.6

 

617.6

 

 


(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 1.389 billion metric tons until December 31st, 2018. 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 March 2023(1), 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 2H18. 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.

 


(1) Does not consider the impacts on operations after the rupture of the dam of the Córrego do Feijão mine.

 

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Copper concentrate

 

In 2H18, sales of copper concentrate from Sossego totaled 187 thousand metric tons, 11.3% higher than the 168 thousand metric tons in the previous semester.

 

Sales of this product generated net revenues of R$ 1,070.1 million, a 15.2% increase when compared to the R$ 929.2 million in the previous semester.

 

The remuneration related to the sales of copper concentrate of R$ 13,376,737.26, is calculated from the application of the 1.25% percentage on the net sales revenue of R$ 1,070.1 million.

 

Remuneration on copper concentrate

 

R$ million

 

2H18

 

1H18

 

2H17

 

1H17

 

2018

 

Net sales revenue(1)

 

1,070.1

 

929.2

 

1,014.2

 

895.4

 

1,999.3

 

% basis for calculation(2)

 

1.25

%

1.25

%

1.25

%

1.25

%

1.25

%

Remuneration on copper concentrate

 

13.4

 

11.6

 

12.7

 

11.2

 

25.0

 

 


(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%.

 

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Sales and leasing of mining rights

 

In 2H18 there was no leasing of mining rights contained in the Deed of Debentures.

 

In 2H18 there was no sale of area from the mining site contained in the Debentures Deed.

 

Losses of mining rights

 

In 2H18, there was no change in the number of areas and hectares compared to the previous period. There have been movements only in relation to publications that have altered the status of some mining processes, which do not represent loss.

 

The mining rights in force on December 31st, 2018, covered by the Deed of Issue of Debentures, amount 313 processes, equivalent to 1,650,248.81 hectares and are shown on the maps and lists in the attached Inventory of Mining Rights.

 

Projects under development

 

On March 27th, 2019, Vale announced its 4Q18 financial results, which is available on our website:

 

http://www.vale.com/EN/investors/information-market/quarterly-results/Pages/default.aspx

 

Production from S11D reached 32 Mt in 2H18.

 

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) achieved the conclusion of the mine site and 97% progress at the logistic infrastructure sites

 

Payment of 1.8% of net sales as from the beginning of sales volumes from S11D.

 

 

 

 

 

 

 

·    The duplication of the railway reached 95% physical progress with 37 renovated yards out of a total of 55.

 

 

 

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Attachment — Inventory of Mining Rights

 

Block

 

Municipality

 

State

 

Substance(s)

 

Hectares

 

Stage(2)

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 e 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

 

9,890.50

 

Application to mine

Vazante

 

Vazante, Coromandel and Lagamar

 

MG

 

Zinc

 

10,353.72

 

Research permit

 


(2) Most advanced stage of all areas in the block

 

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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.

 

 

Vale S.A.

 

(Registrant)

 

 

 

By:

/s/ André Figueiredo

Date: March 29th, 2019

 

Director of Investor Relations

 

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