NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S.
PERSON (AS DEFINED BELOW) OR IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THE INVITATION FOR OFFERS.
Luxembourg, 29 November 2019 – 10:15
CET – ArcelorMittal
(“ArcelorMittal” or the
“Company”) announces the commencement of an
invitation (subject to offer restrictions) to holders of the bonds
(the “Bondholders”) set forth in the table below
(the “Bonds”) to submit offers to sell (each such
offer, an “Offer to Sell”) any and all of the
Bonds to the Company for cash (the
“Invitation”).
Offers to Sell Any and All Bonds |
ISIN |
Listing |
Minimum Denomination |
Outstanding aggregate principal amount |
Purchase Yield(1) |
EUR 600,000,000 2.875% Notes due 6 July 2020 |
XS1084568762 |
Luxembourg |
€100,000 |
€600,000,000 |
-0.25% |
EUR 500,000,000 3.000% Notes due 9 April 2021 |
XS1214673722 |
Luxembourg |
€100,000 |
€500,000,000 |
0.00% |
________________(1) For information
purposes only, the Purchase Price will, when determined in the
manner described herein on the basis of a Settlement Date of 11
December 2019, be (i) in respect of the 2020 Bonds, 101.780 per
cent. (€1,017.80 for each €1,000 in principal amount); and (ii) in
respect of the 2021 Bonds, 103.984 per cent. (€1,039.84 for each
€1,000 in principal amount). Should the Settlement Date in respect
of any Bonds accepted for purchase pursuant to the relevant Offer
to Sell differ from 11 December 2019, the relevant Purchase Price
will be redetermined, all as further described herein.
This announcement does not contain the full
terms and conditions of the Invitation, which are contained in the
invitation for offers dated 29 November 2019 prepared by
ArcelorMittal (as it may be amended or supplemented from time to
time, the “Invitation for Offers”), and are
subject to the offer restrictions set out below and more fully
described in the Invitation for Offers.
The Invitation will commence on 29 November 2019
and will expire at 17.00 hours CET on 6 December 2019 (the
“Invitation Period”), unless the Invitation Period
is extended, withdrawn, terminated or amended at the sole
discretion of the Company. Offers to Sell, once submitted, may not
be withdrawn except in the limited circumstances described in the
section “Amendment and Termination” of the Invitation for
Offers.
Subject to the right of the Company to extend,
re-open, withdraw, terminate or amend the terms and conditions of
the Invitation, the Company may purchase for cash a principal
amount of any and all Bonds validly offered for sale by Bondholders
in accordance with the terms set out in the Invitation for Offers.
For the avoidance of doubt, the Company may choose to purchase none
of the Bonds offered for sale.
The price payable per principal amount of the
Bonds in respect of Offers to Sell accepted by the Company is:
- the purchase price (in each case, the “Purchase
Price”) determined as described in the Invitation by
reference to a fixed purchase yield of (i) -0.25 per cent. in
respect of the 2020 Bonds and (ii) 0.00 per cent. in respect of the
2021 Bonds (each such yield, a “Purchase Yield”),
plus, in each case,
- accrued and unpaid interest on the Bonds from and including the
immediately preceding interest payment date for such Bonds up to,
but excluding, the Settlement Date (as defined herein)
(“Accrued Interest”).
The Settlement Date is expected to be 11
December 2019.
The Company will fund purchases of bonds
tendered in the Invitation with existing cash resources, including
the proceeds of its Eurobond offering that closed on 19 November
2019. The Invitation is being made to reduce the Company’s gross
debt through the early repayment and cancelation of the 2020 Bonds
and 2021 Bonds that are accepted for purchase pursuant to the
Invitation.
Citigroup Global Markets Limited, Crédit
Agricole Corporate and Investment Bank, J.P. Morgan Securities plc
and SMBC Nikko Capital Markets Limited have been appointed to serve
as the dealer managers for the Offers. D.F. King Ltd. has been
retained to serve as the information and tender agent.
For additional information regarding the terms of the
Invitation, please contact CITIGROUP GLOBAL MARKETS LIMITED
at +44 20 7986 8969, CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK at +44 20 7214 5733, J.P. MORGAN SECURITIES PLC at +44 20 7779
2468 or SMBC NIKKO CAPITAL MARKETS LIMITED at +44 20 3527 7545.
Requests for documents and questions regarding the offers to sell
Bonds may be directed to D.F. King Ltd. via email:
arcelor@dfkingltd.com, or telephone: London: +44 20 7920 9700 and
Hong Kong: +852 3953 7231.
The Invitation for Offers is expected to be
distributed to Bondholders today. This announcement must be read in
conjunction with the Invitation for Offers. Subject to the relevant
restrictions, a copy of the Invitation for Offers is also available
at http://sites.dfkingltd.com/arcelor and may be obtained at no
charge from D.F. King Ltd.
None of ArcelorMittal, the Dealer Managers, the
Information and Tender Agent makes any recommendation as to whether
any holder of Bonds should tender or refrain from tendering all or
any portion of the principal amount of such Bonds.
This press release is neither an offer to
purchase nor a solicitation to buy any of these Bonds nor is it a
solicitation for acceptance of the Invitation. ArcelorMittal is
making the Invitation only by, and pursuant to the terms of, the
Invitation for Offers. The Invitation is not being made to (nor
will offers to sell Bonds be accepted from or on behalf of) holders
of Bonds in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
Capitalized terms used and not defined herein
have the meanings ascribed to them in the Invitation For
Offers.
###
United States. The Invitation
is not being made and will not be made directly or indirectly in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, or to beneficial owners of the Bonds who
are located in the United States as defined in Regulation S of the
U.S. Securities Act of 1933, as amended (the “Securities
Act”), or to U.S. Persons as defined in Regulation S of
the Securities Act (each a “U.S. Person”) and the
Bonds may not be offered for sale in the Invitation by any such
use, means, instrumentality or facility from or within the United
States, by persons located or resident in the United States or by
U.S. Persons. Accordingly, copies of this Invitation for Offers and
any documents or materials related to this Invitation are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded in or into the United States
or to any such person. Any purported Offer to Sell in response to
the Invitation resulting directly or indirectly from a violation of
these restrictions will be invalid, and Offers to Sell made by a
person located in the United States or any agent, fiduciary or
other intermediary giving instructions from within the United
States or any U.S. Person will not be accepted.
Each holder of Bonds participating in the
Invitation will represent that it is not a U.S. Person, is not
located in the United States and is not participating in such
Invitation from the United States. For the purposes of this and the
above paragraph, “United States” has the meaning given to it in
Regulation S of the Securities Act and includes the United States
of America, its territories and possessions (including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands), any state of the United States of
America and the District of Columbia.
European Economic Area. In any
European Economic Area (“EEA”) member state, the
Invitation for Offers is only addressed to and is only directed at
qualified investors in that member state within the meaning of the
Prospectus Regulation.
This Invitation for Offers has been prepared on
the basis that the Invitation in any member state of the EEA (each
a “Relevant Member State”) will be made pursuant
to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus.
Each person in a Relevant Member State who
received any communication in respect of the Invitation
contemplated in this Invitation for Offers will be deemed to have
represented, warranted and agreed to and with each Dealer Manager
and the Company that it is a qualified investor within the meaning
of Article 2(e) of the Prospectus Regulation.
United Kingdom. The Invitation
for Offers and any other documents or materials relating to the
Invitation is not being made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”)) or persons who are within
Article 43(2) of the Order or any other persons to whom it may
otherwise lawfully be made under the Order.
France. The Invitation is not
being made, directly or indirectly, and neither the Invitation for
Offers nor any other offering materials relating to the Invitation
have been distributed or caused to be distributed and will not be
distributed or caused to be distributed to the public in France,
other than to qualified investors (investisseurs qualifiés), as
defined in Article L. 411-2 1° of the French Code monétaire et
financier and in Article 2(e) of the Prospectus Regulation. Neither
the Invitation for Offers, nor any other such offering material has
been submitted for clearance to the Autorité des marchés
financiers. By participating in the Invitation, an investor
resident and/or located in France will be deemed to represent and
warrant to the Company, the Dealer Managers and the Information and
Tender Agent that it is a qualified investor.
Italy. None of the Invitation,
the Invitation for Offers or any other documents or material
relating to the Invitation has been or will be submitted to the
clearance procedures of the Commissione Nazionale per le Società e
la Borsa (“CONSOB”), pursuant to applicable
Italian laws and regulations.
The Invitation is being carried out in the
Republic of Italy (“Italy”) as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.
Accordingly, holders or beneficial owners of the
Bonds that are located in Italy may tender their Bonds in the
Invitation through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of 15 February 2018, as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Bonds or the Invitation.
ENDS
About ArcelorMittal
ArcelorMittal is the world's leading steel and
mining company, with a presence in 60 countries and an industrial
footprint in 18 countries. Guided by a philosophy to produce safe,
sustainable steel, we are the leading supplier of quality steel in
the major global steel markets including automotive, construction,
household appliances and packaging, with world-class research and
development and outstanding distribution networks.
Through our core values of sustainability,
quality and leadership, we operate responsibly with respect to the
health, safety and wellbeing of our employees, contractors and the
communities in which we operate.
For us, steel is the fabric of life, as it is at
the heart of the modern world from railways to cars and washing
machines. We are actively researching and producing steel-based
technologies and solutions that make many of the products and
components people use in their everyday lives more energy
efficient.
We are one of the world’s five largest producers
of iron ore and metallurgical coal. With a geographically
diversified portfolio of iron ore and coal assets, we are
strategically positioned to serve our network of steel plants and
the external global market. While our steel operations are
important customers, our supply to the external market is
increasing as we grow.
In 2018, ArcelorMittal had revenues of $76.0
billion and crude steel production of 92.5 million metric tonnes,
while own iron ore production reached 58.5 million metric
tonnes.
ArcelorMittal is listed on the stock exchanges
of New York (MT), Amsterdam (MT), Paris (MT), Luxembourg (MT) and
on the Spanish stock exchanges of Barcelona, Bilbao, Madrid and
Valencia (MTS). For more information about ArcelorMittal please
visit: http://corporate.arcelormittal.com/
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Contact information ArcelorMittal Investor
Relations |
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Europe |
+44 20 7543 1156 |
Americas |
+1 312 899 3985 |
Retail |
+44 20 7543 1156 |
SRI |
+44 207543 1156 |
Bonds/Credit |
+33 171 921 026 |
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Contact information ArcelorMittal Corporate
Communications |
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E-mail: |
press@arcelormittal.com |
Phone: |
+442076297988 |
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ArcelorMittal Corporate Communications |
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Paul Weigh |
+44 20 3214 2419 |
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