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) (THE “UNITED
STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT AND
THE INVITATION FOR OFFERS. FURTHER CONDITIONS AND RESTRICTIONS
APPLY.
Luxembourg, 9 December 2019 – 10:15 CET - On 29 November 2019,
ArcelorMittal (“ArcelorMittal” or the
“Company”) announced the commencement of an
invitation (subject to offer restrictions) to holders of the bonds
(“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”)
on the terms and subject to the conditions set out in the
Invitation for Offers dated 29 November 2019 (the
“Invitation for Offers”). The Invitation expired
at 17.00 hours CET on 6 December 2019.
Announcement of Results of the Invitation
The Company is pleased to announce the acceptance of Offers to
Sell as follows:
Bonds |
ISIN |
Amount tendered |
Purchase Price |
Accrued Interest |
Total Consideration |
Aggregate Principal Amount Outstanding after the
Settlement Date |
€600,000,000 2.875% Notes due 6 July 2020 |
XS1084568762 |
€317,967,000 |
101.780% (€1,017.80 for each €1,000 in principal amount) |
€12.4112022 for each €1,000 in principal amount |
€1,030.21 for each €1,000 in principal amount |
€282,033,000 |
€500,000,000 3.000% Notes due 9 April 2021 |
XS1214673722 |
€214,484,000 |
103.984% (€1,039.84 for each €1,000 in principal amount) |
€20.1639344 for each €1,000 in principal amount |
€1,060.00 for each €1,000 in principal amount |
€285,516,000 |
Settlement
The Settlement Date is expected to be 11
December 2019. All tenders pursuant to the Invitation will settle
through the normal procedures of the relevant Clearing System. On
the Settlement Date, the Company shall pay or procure that there is
paid to each Bondholder which has validly submitted an Offer to
Sell accepted for purchase by the Company, an amount in cash equal
to the Total Consideration.
Payment of the relevant Total Consideration, by
or on behalf of the Company shall fully and finally discharge the
Company’s obligations to the relevant Bondholders in respect of the
Bonds delivered and accepted for purchase pursuant to the
Invitation and as soon as reasonably practicable following the
Settlement Date, such Bonds shall be canceled pursuant to their
terms and conditions. Under no circumstances will any additional
interest be payable by the Company to a Bondholder due to any delay
in the transmission of funds from the relevant Clearing System or
any intermediary with respect to the Bonds of that Bondholder.
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.
A copy of the Invitation for Offers is also
available at http://sites.dfkingltd.com/arcelormittal and may be
obtained at no charge from D.F. King.
Capitalized terms used and not defined herein
have the meanings ascribed to them in the Invitation for
Offers.
###
This announcement must be read in conjunction
with the Invitation for Offers. The distribution of this
announcement and the Invitation for Offers in certain jurisdictions
may be restricted by law. Persons into whose possession this Notice
or the Invitation for Offers comes are required by each of the
Company, the Dealer Managers and the Information and Tender Agent
to inform themselves about and to observe any such
restrictions.
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 the 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.
The 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 the
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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