ArcelorMittal Announces Invitation for Offers to Sell for Cash up
to the Maximum Acceptance Amount
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.
ArcelorMittal Announces Invitation for
Offers to Sell for Cash up to the Maximum Acceptance
Amount
of its
EUR 500,000,000 0.950% Notes due 17
January 2023 (the “January 2023 Bonds”), of which EUR 366,879,000
in aggregate principal amount are outstanding;
EUR 750,000,000 1.000% Notes due 19 May
2023 (the “May 2023 Bonds”), of which EUR 750,000,000 in aggregate
principal amount are outstanding;
EUR 1,000,000,000 2.250% Notes due 17
January 2024 (the “2024 Bonds”), of which EUR 1,000,000,000 in
aggregate principal amount are outstanding; and
EUR 750,000,000 1.750% Notes due 19
November 2025 (the “2025 Bonds”), of which EUR 750,000,000 in
aggregate principal amount are outstanding
Luxembourg, 17 June 2021 – 14:45 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 for cash
(each such offer, an “Offer to Sell”) up to a
maximum aggregate principal amount of USD 1,500,000,000 of the
Bonds (as converted into U.S. Dollars at the U.S. Dollar / Euro
foreign exchange rate determined by the Company and Dealer Managers
on 24 June 2021 using the Bloomberg BFIX screen) (or, if such
screen is unavailable, a generally recognised source for currency
quotations selected by the Dealer Managers), less the principal
amount of USD Notes accepted for purchase pursuant to the
Concurrent USD Offer (the “Maximum Acceptance
Amount”), subject to the right of the Company to amend the
Maximum Acceptance Amount, to the Company for cash on the terms and
subject to the conditions contained in the invitation for offers
(“Invitation for Offers” or the
“Invitation”).
Description of the Bonds |
ISIN |
Listing |
Minimum Denomination |
Outstanding aggregate principal amount |
Purchase Price |
Purchase Yield (1) |
Maximum Acceptance Amount |
EUR 500,000,000 0.950% Notes due 17 January 2023 |
XS1730873731 |
Luxembourg |
€100,000 |
€366,879,000 |
N/A |
-0.15% |
USD 1,500,000,000 (as converted into U.S. Dollars), less the
principal amount of USD Notes accepted for purchase pursuant to the
Concurrent USD Offer (subject to the right of the Company to amend
the Maximum Acceptance Amount) |
EUR 750,000,000 1.000% Notes due 19 May 2023 |
XS2082323630 |
Luxembourg |
€100,000 |
€750,000,000 |
N/A |
-0.15% |
EUR 1,000,000,000 2.250% Notes due 17 January 2024 |
XS1936308391 |
Luxembourg |
€100,000 |
€1,000,000,000 |
N/A |
-0.10% |
EUR 750,000,000 1.750% Notes due 19 November 2025 |
XS2082324018 |
Luxembourg |
€100,000 |
€750,000,000 |
106.35% (€1,063.50 for each €1,000 in principal amount) |
N/A |
(1) For information purposes only (i) the
January 2023 Bonds Purchase Price will, when determined in the
manner described herein on the basis of a Settlement Date of 29
June 2021, be 101.434 per cent. (€1,014.34 for each €1,000 in
principal amount), (ii) the May 2023 Bonds Purchase Price will,
when determined in the manner described herein on the basis of a
Settlement Date of 29 June 2021, be 101.894 per cent. (€1,018.94
for each €1,000 in principal amount) and the (iii) the 2024 Bonds
Purchase Price will, when determined in the manner described herein
on the basis of a Settlement Date of 29 June 2021, be 105.417 per
cent. (€1,054.17 for each €1,000 in principal amount). The Purchase
Price for each of the January 2023 Bonds, the May 2023 Bonds and
the 2024 Bonds will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the January 2023 Bonds, the May 2023 Bonds and the 2024 Bonds,
respectively, and is intended to reflect a yield to the first date
on which the Company may exercise the residual maturity call option
under the terms of the January 2023 Bonds, the May 2023 Bonds and
the 2024 Bonds, respectively, as further described in the
Invitation for Offers. Should the Settlement Date in respect of the
January 2023 Bonds, May 2023 Bonds or 2024 Bonds accepted for
purchase pursuant to the relevant Offer to Sell differ from 29 June
2021, the January 2023 Bonds Purchase Price, May 2023 Bonds
Purchase Price and 2024 Bonds Purchase Price will be re-determined,
all as further described in the Invitation for Offers.
This announcement does not contain the full
terms and conditions of the Invitation, which are contained in the
invitation for offers dated 17 June 2021 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 17 June 2021 and
will expire at 17.00 hours CEST on 24 June 2021 (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 up to the Maximum
Acceptance Amount of 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 or to accept significantly more or
less (or none) of any Series as compared to any other Series. In
the event that the Offers to Sell received by the Tender Agent are
in respect of an aggregate principal amount of Bonds that is
greater than the Maximum Acceptance Amount (as amended, if
applicable), the Company intends to accept the offered Bonds on a
pro rata basis by applying the relevant Pro-Rating Factor, as more
fully described in the Invitation for Offers.
A separate Offer to Sell must be
submitted on behalf of each beneficial owner of the Bonds, given
the possible proration.
The price payable per principal amount of the
Bonds in respect of which Offers to Sell are accepted will be:
- a price determined as described in the “Terms of the Invitation
for Offers—Purchase Price” below (i) with respect to the January
2023 Bonds, by reference to a fixed yield of -0.15% (the
“January 2023 Bonds Purchase Yield”), (ii) with
respect to the May 2023 Bonds, by reference to a fixed yield of
-0.15% (the “May 2023 Bonds Purchase Yield”),
(iii) with respect to the 2024 Bonds by reference to a fixed yield
of -0.10% (the “2024 Bonds Purchase Yield”) and
with respect to the 2025 Bonds, a fixed price of 106.35%, (in each
case the “Purchase Price”), 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”).
Concurrently with the Invitation, the Company is
making an offer to purchase for cash any and all of the (i) USD
denominated 3.600% Notes due 16 July 2024, (ii) USD denominated
6.125% Notes due 1 June 2025 and (iii) USD denominated 4.550% Notes
due 11 March 2026 (the “USD Notes”), and the offer
being referred to herein as the “Concurrent USD
Offer”. The Concurrent USD Offer is not being made
pursuant to the Invitation for Offers.Bondholders may not tender
any securities in the Offers to Sell other than the Bonds specified
above.
The Company will fund purchases of bonds
tendered in the Invitation and the Concurrent USD Offer with
existing cash resources.
The Settlement Date for the Invitation is
expected to take place on or about 29 June 2021 (the
“Settlement Date”).
Citigroup Global Markets Limited, Crédit
Agricole Corporate and Investment Bank, Goldman Sachs
International, Intesa Sanpaolo S.p.A., Mizuho Securities Europe
GmbH, SMBC Nikko Capital Markets Europe GmbH and Société Générale
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 (“Information and Tender Agent”).
For additional information regarding the terms
of the Invitation, please contact Citigroup Global Markets Limited
at +44 20 7986 8969, Crédit Agricole Corporate and Investment Bank
at +44 207 214 5733, Goldman Sachs International at +44 207 552
6157, Intesa Sanpaolo S.p.A. at +39 027 265 7020, Mizuho Securities
Europe GmbH at +44 20 7090 6134, SMBC Nikko Capital Markets Europe
GmbH at +44 20 3527 7545 or Société Générale at +33 1 42 13 32 40 /
+33 1 42 13 79 52. Requests for documents and questions regarding
the Offers to Sell may be directed to D.F. King Ltd via email:
arcelormittal@dfkingltd.com, or telephone: London: +44 20 7920
9700.
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 the Offer Website https://sites.dfkingltd.com/arcelormittal 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 Bondholders should tender or refrain from tendering all or any
portion of the principal amount of such Bonds.
This announcement 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 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 the Invitation for Offers and
any documents or materials related to the 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 Bondholder 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 (each
a “Relevant State”), the Invitation for Offers is
only addressed to and is only directed at qualified investors
within the meaning of Regulation (EU) 2017/1129 (as amended or
superseded) (the “EU Prospectus Regulation”) in
that Relevant State. Each person in a Relevant State who receives
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 the Dealer Managers and the Company that it
is a qualified investor within the meaning of Article 2(e) of each
of the EU Prospectus Regulation.
United Kingdom. The Invitation
for Offers is only addressed to and is only directed at qualified
investors in the United Kingdom within the meaning of Regulation
(EU) 2017/1129 as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the
"UK Prospectus Regulation") in the United Kingdom.
Each person in the United Kingdom who receives 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 the Dealer Managers and the Company that it is a qualified
investor within the meaning of Article 2(e) of the UK Prospectus
Regulation.
Additional United Kingdom
restrictions. This communication, the Invitation for
Offers and any other documents or materials relating to the
Invitation is for distribution only to persons who (i) are outside
the United Kingdom; (ii) have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Order”); (iii) are persons falling within
Article 49(2)(a) to (d) (“high net worth companies, unincorporated
associations etc.”) of the Order; (iv) are members or creditors of
certain bodies corporate as defined by or within Article 43(2) of
the Order; or (v) 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 document is
directed only at relevant persons and must not be acted or relied
on by persons who are not relevant persons. Any investment or
investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant
persons.
France. The Invitation for
Offers nor any other documents or offering materials relating to
the Invitation have been distributed or caused to be distributed
and will not be distributed or caused to be distributed 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 EU 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 materials
relating to the Invitation have 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 Legislative Decree
No. 58 of 24 February 1998, as amended (the “Consolidated
Financial Act”) and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (the
“Issuer’s Regulation”). The Invitation is also
being carried out in compliance with article 35-bis, paragraph 7 of
the Issuers’ Regulation.
Bondholders or beneficial owners of the Bonds
located in Italy may tender the Bonds through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with
the Consolidated Financial Act, CONSOB Regulation No. 20307 of 15
February 2018, as amended, and Legislative Decree No. 385 of 1
September 1993, 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.
###
About ArcelorMittal
ArcelorMittal is the world's leading steel and
mining company, with a presence in 60 countries and primary
steelmaking facilities in 17 countries. In 2020, ArcelorMittal had
revenues of $53.3 billion and crude steel production of 71.5
million metric tonnes, while iron ore production reached 58.0
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
Relations |
|
|
|
General |
+44 207 543 1128 |
Retail |
+44 203 214 2893 |
SRI |
+44 203 214 2801 |
Bonds/Credit |
+33 171 921 026 |
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Contact information ArcelorMittal Corporate
Communications |
|
E-mail: |
press@arcelormittal.com |
Paul Weigh |
+44 203 214 2419 |
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