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Vale S.A. — Capital/Financing Update 2010
Mar 26, 2010
30050_ffr_2010-03-26_daaba92f-0a33-4a77-86d4-21af35b9aad8.zip
Capital/Financing Update
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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 2010
Vale S.A.
Avenida Graça Aranha, No. 26 20030-900 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 þ 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 þ
(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 þ
(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 þ
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)
Folio /Folio
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TABLE OF CONTENTS
| Press Release |
|---|
| Signature Page |
/TOC
Table of Contents
link1 "Press Release"
Press Release
Annex to the Proposal of Capital Increase through Capitalization of Reserves
Under Article 14 and Annex 14 of CVM Rule No. 481/09, we highlight the following:
| DESCRIPTION | INFORMATION |
|---|---|
| 1. Inform the capital increase amount | R$2,565,806,871.32 |
| 2. Inform the new capital amount | R$50,000,000,000.00 |
| 3. Inform whether the capital increase will | |
| occur through (a) the conversion of | |
| debentures into shares, (b) the exercise of | |
| preemptive rights or subscription bonds, (c) | |
| the capitalization of profits or reserves, or | |
| (d) subscription of new shares. | The proposal provides for the capital |
| increase, through the capitalization of | |
| reserves, without the issuance of new | |
| shares. | |
| 4. Provide a detailed explanation on the | |
| capital increase reasons and its legal and | |
| economic consequences | Regarding Article 199 of Law 6,404 |
| (with the new wording given by Law | |
| 11,638) the proposal aims to capitalize | |
| the excess of profit reserves comparing | |
| to the capital. Having carried out the | |
| distribution of earnings from the | |
| fiscal year ended December 31, 2009, | |
| profit reserves exceed paid-up capital | |
| by R$1,838,015,899.94, the proposal is | |
| to increase capital, without the | |
| issuance of new shares, in the total | |
| amount of R$2,565,806,871.32 comprised | |
| of (i) part of the expansion/investment | |
| reserve in the amount of | |
| R$2,434,823,990.37, (ii) the | |
| reinvestment reserve in the amount of | |
| R$41,140,354.68, and (iii) of the tax | |
| incentive reserve in the amount of | |
| R$89,842,526.27. | |
| The proposed capital increase shall be | |
| deemed as an accounting increase, in | |
| which the amount of the reserve account | |
| is reassigned to the capital account. | |
| The current proposal does not bear | |
| economic consequences, since it is | |
| considered a transfer within the equity | |
| account. | |
| As a result of the approval of the | |
| capital increase proposal, the caput of | |
| Article 5 of Vales Bylaws shall read | |
| as follows: | |
| Article 5º The paid-up capital | |
| amounts to R$50,000,000,000.00 (fifty | |
| billion Reais) |
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| DESCRIPTION | INFORMATION |
|---|---|
| corresponding to 5,365,304,100 (five | |
| billion, three hundred and sixty-five | |
| million, three hundred and four | |
| thousand one hundred) shares, being | |
| R$30,349,859,218.60 (thirty billion and | |
| three hundred forty-nine million, eight | |
| hundred and fifty-nine thousand, two | |
| hundred eighteen Reais and sixty | |
| cents), divided into 3,256,724,482 | |
| (three billion, two hundred fifty-six | |
| million, seven hundred twenty-four | |
| thousand, four hundred eighty-two) | |
| common shares and R$19,650,140,781.40 | |
| (nineteen billion, six hundred and | |
| fifty million, one hundred and forty | |
| thousand, seven hundred and eighty-one | |
| Reais and forty cents), divided into | |
| 2,108,579,618 (two billion, one hundred | |
| and eight million, five hundred and | |
| seventy-nine thousand and six hundred | |
| and eighteen) preferred Class A | |
| shares, including 12 (twelve) golden | |
| shares, all without nominal value. | |
| 5. Provide a copy of the fiscal council report | Please see the document attached hereto. |
| 6. In the event of capital increases through | |
| the capitalization of profits or reserves: | |
| (a) Inform if there will be change of nominal | |
| value of shares, if any, or the distribution | |
| of new shares to shareholders; (b) Inform | |
| whether the capitalization of profits or | |
| reserves will be effective with or without | |
| changing the number of shares issued by | |
| companies with shares with no par value; (c) | |
| In the event of distribution of new shares: | |
| (i) Inform the number of issued shares per | |
| each type and class, (ii) Provide the | |
| percentage that shareholders will receive in | |
| shares, (iii) Describe the rights, advantages | |
| and restrictions relating to shares to be | |
| issued, (iv) Inform the acquisition cost, in | |
| reais per share, to be allocated to | |
| shareholders in order to attend the Article | |
| 10 of Law # 9,249 dated December 26, 1995, | |
| (v) Inform the treatment of fractions, if | |
| any,; d) Inform the period provided for in §3 | |
| of Article 169 of Law# 6,404/1976; and (e) | |
| Inform and provide information and documents | |
| referred to in item 5 above, when applicable. | The capitalization of the reserves will |
| be effective without changing the | |
| number of shares or the distribution of | |
| new shares among the shareholders and | |
| therefore, the provision contained in | |
| paragraph 3 of Article 169 of Law | |
| 6,404/76 does not apply. |
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link1 "Signature Page"
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.
| /s/ Roberto Castello Branco |
|---|
| Roberto Castello Branco |
| Director of Investor Relations |
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