ArcelorMittal Enters into Separate, Privately Negotiated Agreements with Certain Holders of its 5.50% Mandatorily Convertible...
December 15 2020 - 4:40PM
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INDIRECTLY IN OR INTO CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH TO DO SO WOULD BE PROHIBITED BY APPLICABLE
LAW.
15 December, 2020, 22:40 CET
ArcelorMittal (the “Company” or “ArcelorMittal”) announced today
that the Company has entered into separate, privately negotiated
exchange agreements with a limited number of holders of the
Company’s 5.50% Mandatorily Convertible Subordinated Notes due 2023
(the “Notes”).
Pursuant to the exchange agreements, the Company will exchange
$246.8 million in aggregate principal amount of the Notes, for an
aggregate of (i) 22,653,933 shares (all existing shares held in
treasury) of ArcelorMittal common stock (i.e. the minimum
conversion ratio under the Notes) plus (ii) $25.4 million
(including accrued interest on the exchanged Notes up to, but
excluding, the settlement date). The Company will not receive any
proceeds from the delivery of such shares of common stock. The
exchanges are expected to close on or about 22 December 2020,
subject to customary closing conditions. Following completion of
the exchanges, approximately $1.0 billion aggregate principal
amount of the Notes will remain outstanding.
ENDS
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This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
The securities being offered pursuant to the transaction
described in this press release (the “Securities”) have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (“Securities Act”), or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, resold, delivered or otherwise
distributed absent registration, except in reliance on an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. There will be no public offering of the
Securities in the United States or elsewhere.
This press release is for distribution only to persons who (a)
have professional experience in matters relating to investments
falling within Article 19(5) of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Order”); (b) are persons falling within Article 49(2)(a) to (d)
(“high net worth companies, unincorporated associations, etc.”) of
the Order; (c) are outside the United Kingdom (“UK”); or (d) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as
“relevant persons”). This press release is directed only at
relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity
to which this press release relates is available only to relevant
persons and will be engaged in only with relevant persons.
This press release is only addressed to and directed at persons
in member states of the European Economic Area (“EEA”) and in the
UK who are "Qualified Investors" within the meaning of Article 2(e)
of the Prospectus Regulation. The Securities are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Securities will be engaged in only with
Qualified Investors. This press release must not be acted on or
relied on in any member state of the EEA or in the UK by persons
who are not Qualified Investors. For the purposes of this provision
the expression "Prospectus Regulation" means Regulation (EU)
2017/1129 (as amended or superseded). References in this press
release to regulations or directives include, in relation to the
UK, those regulations or directives as they form part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
or have been implemented in UK domestic law, as appropriate.
No public offering of the Securities is being made in the United
Kingdom. In the United Kingdom, all offers of the Securities will
be made pursuant to an exemption under the Prospectus Regulation
(as defined above) from the requirement to produce a prospectus. No
prospectus will be made available in connection with the
transaction and no such prospectus is required to be published in
accordance with the Prospectus Regulation.
The distribution of this press release and the offering of the
Securities in certain jurisdictions may be restricted by law. No
action has been taken by the Company that would permit an offering
of such Securities or possession or distribution of this press
release or any other offering or publicity material relating to
such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this press release comes
are required by the Company to inform themselves about, and to
observe, such restrictions.
The information contained in this press release is subject to
change without notice and, except as required by applicable law,
the Company does not assume any responsibility or obligation to
update publicly or review any of the forward-looking statements
contained in it and nor does it intend to. This press release does
not identify or suggest, or purport to identify or suggest, the
risks (direct or indirect) that may be associated with an
investment in the Securities. Any investment decision to
participate in the transaction and acquire the Securities must be
made solely on the basis of publicly available information.
The information in this press release may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorized.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other jurisdictions.
This press release does not represent the announcement of a
definitive agreement to proceed with the transaction and,
accordingly, there can be no certainty that the transaction will
proceed. The Company reserves the right not to proceed with the
transaction or to vary any terms of the transaction in any way.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO
PUBLIC OFFERING OF THE SECURITIES IS BEING MADE BY ANY PERSON
ANYWHERE AND THE COMPANY HAS NOT AUTHORIZED OR CONSENTED TO ANY
SUCH OFFERING IN RELATION TO THE SECURITIES.
About ArcelorMittal
ArcelorMittal is the world's leading steel and
mining company, with a presence in 60 countries and primary
steelmaking facilities in 18 countries. In 2019, ArcelorMittal had
revenues of U.S.$70.6 billion and crude steel production of 89.8
million metric tonnes, while iron ore production reached 57.1
million metric tonnes.
Our goal is to help build a better world with
smarter steels. Steels made using innovative processes which use
less energy, emit significantly less carbon and reduce costs.
Steels that are cleaner, stronger and reusable. Steels for electric
vehicles and renewable energy infrastructure that will support
societies as they transform through this century. With steel at our
core, our inventive people and an entrepreneurial culture at heart,
we will support the world in making that change. This is what we
believe it takes to be the steel company of the future.
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
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+44 20 7543 1156 |
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Contact information ArcelorMittal Corporate
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ArcelorMittal
Communications |
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Paul Weigh |
+44 20 3214 2419 |
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