LSB INDUSTRIES INC: Regulation FD Disclosure, Financial Statements and Supporting Documents (Form 8-K)

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Article 7.01 Regulation FD Disclosure.

Beginning on or after September 21, 2022 the Company intends to use the accompanying presentation in one or more meetings with investors and analysts. The presentation will also be available online at https://investors.lsbindustries.com/. A copy of the presentation is provided as Exhibit 99.1 and is incorporated herein by reference.

The information in this Section 7.01 and in Attachment 99.1 to this current report on Form 8-K is provided and will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as as amended (the “Exchange Act”) or otherwise subject to the obligations of this section, and such information shall not be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, such as amended (the “Securities Act”), or the Exchange Act, unless otherwise specified in this filing.

The information in this Section 7.01 and in Attachment 99.1 to this current report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by the use of the words “May”, “believe”, “expect”, “intend”, “plan”, “estimate”, “project” or similar expressions, and include, but are not limited to: performance improvement and achievement of target exploitation rates.

Investors are cautioned that these forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee that these expectations will prove to be correct. Actual results may differ materially from forward-looking statements due to various factors. These and other risk factors are discussed in documents filed by the Company with the SECOND, including those set out under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in our Form 10-K for the year ended
December 31, 2020, the above-mentioned proxy circular and, where applicable, our quarterly reports on Form 10-Q and our current reports on Form 8-K. All the forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. We expressly disclaim any obligation to update, modify or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this press release, except as required by applicable law.

The information in this Section 7.01 and in Attachment 99.1 to this current report on Form 8-K is not intended and will not constitute an offer to buy or sell or the solicitation of an offer to buy or sale of securities, or a solicitation of a vote or approval, nor will there be any sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification in under the securities laws of that jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption from the registration requirements thereof.

As part of the proposed exchange transaction, the Company has deposited with the SECOND a proxy for the special meeting of shareholders and may also file other relevant documents with the SECOND concerning the proposed exchange transaction. This communication does not replace the proxy circular or any other document that the Company may file with the SECOND. The definitive proxy circular was sent by mail to the shareholders. INVESTORS AND HOLDERS ARE URGED TO READ THE PROXY CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SECOND, AS WELL AS ANY CHANGES OR ADDITIONS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED EXCHANGE TRANSACTION. Investors and securityholders will be able to obtain free copies of the Proxy Circular and other documents containing important information about the Company and the proposed exchange transaction, once such documents have been filed with the SECOND through the website maintained by the SECOND at http://www.sec.gov. Copies of documents filed with the SECOND by the Company can be obtained free of charge from the Company’s website at www.lsbindustries.com or by contacting Michel foster, General Counsel and Secretary by email at [email protected] or by phone at 405-510-3596.

The Company and certain of its directors and executive officers may be considered participants in the solicitation of proxies in respect of the proposed exchange transaction. Information about the directors and officers of the Company, including a description of their direct or indirect interests, by title or otherwise, is set out in the Company’s proxy circular for its 2021 annual meeting of shareholders, which was filed with the SECOND to
April 19, 2021, the Company’s proxy circular for the special meeting of shareholders, which has been filed with the SECOND to August 26, 2021, and the company’s annual report on Form 10-K for the financial year ended December 31, 2020, which was deposited with the SECOND to February 25, 2021. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by title or otherwise, are contained in the proxy circular and other relevant documents filed with the SECOND concerning the proposed exchange transaction. Investors should read the proxy statement carefully before making any voting or investment decisions. You can obtain free copies of these documents from the Company using the sources indicated above.

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ITEM 9.01 Financial statements and supporting documents


(d)  Exhibits.



Exhibit
  No.     Description

 99.1       Investor Presentation, dated September 2021

  104     Cover Page Interactive Data File (embedded within the XBRL document)

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