ArcelorMittal Announces the Results of the Invitation for Offers to
Sell for Cash up to the Maximum Acceptance Amount of its EUR Notes
ArcelorMittal Announces the
Results of the 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”), EUR 750,000,000 1.000%
Notes due 19 May 2023 (the “May 2023 Bonds”), EUR 1,000,000,000
2.250% Notes due 17 January 2024 (the “2024
Bonds”) and EUR 750,000,000
1.750% Notes due 19 November 2025 (the “2025 Bonds”)
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, 25 June 2021 – 16:15 CEST - On
17 June 2021, 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 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 the Dealer Managers on
24 June 2021 using the Bloomberg BFIX screen) less the principal
amount of USD Notes accepted for purchase pursuant to the
Concurrent USD Offer (the “Maximum Acceptance
Amount”)1 of the Bonds to the Company (the
“Invitation”) on the terms and subject to the
conditions set out in the Invitation for Offers dated 17 June 2021
(the “Invitation for Offers”). The Invitation
expired at 17.00 hours CEST on 24 June 2021.
Announcement of Results of the Invitation
The Company is pleased to announce the acceptance of Offers to
Sell as follows:
Bonds |
ISIN |
Amount tendered |
Amount accepted |
Purchase Yield |
Purchase Price |
Aggregate Principal Amount Outstanding after
the Settlement Date |
EUR 500,000,000 0.950% Notes due 17 January 2023 |
XS1730873731 |
€214,653,000 |
€0 |
-0.15% |
101.434 % (€1,014.34 for each €1,000 in principal amount) |
€366,879,000 |
EUR 750,000,000 1.000% Notes due 19 May 2023 |
XS2082323630 |
€465,562,000 |
€0 |
-0.15% |
101.894% (€1,018.94 for each €1,000 in principal amount) |
€750,000,000 |
EUR 1,000,000,000 2.250% Notes due 17 January 2024 |
XS1936308391 |
€470,977,000 |
€470,977,000 |
-0.10% |
105.417% (€1,054.17 for each €1,000 in principal amount |
€529,023,000 |
EUR 750,000,000 1.750% Notes due 19 November 2025 |
XS2082324018 |
€285,711,000 |
€0 |
N/A |
106.35% (€1,063.50 for each €1,000 in principal amount) |
€750,000,000 |
Settlement
- The Settlement Date is expected to
be 29 June 2021. 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, 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 (“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.
A copy of the Invitation for Offers is also
available at https://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 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”), this communication and the
Invitation for Offers are only addressed to and are 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 are 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 communication, the Invitation for Offers and any
other documents or materials relating to the Invitation are
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.
This announcement contains inside information
for the purposes of Article 7 of Regulation (EU) No 596/2014.
ENDS
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 |
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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 |
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E-mail: |
press@arcelormittal.com |
Paul Weigh |
+44 203 214 2419 |
1 USD892,839,000 of the USD Notes were tendered in the
Concurrent USD Offer (resulting in a Maximum Acceptance Amount
applicable to this Invitation of €509,104,498.5, as calculated in
the manner described above).
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