NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO CANADA, AUSTRALIA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE
PROHIBITED BY APPLICABLE LAW
This announcement 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
announcement 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 announcement
relates is available only to relevant persons and will be engaged
in only with relevant persons.
This announcement and this offering are
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 shares and the mandatorily convertible notes 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
announcement 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superseded).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 announcement 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.
Luxembourg, 11 May 2020 -
ArcelorMittal (the "Company") announces today its intention to
offer common shares, without nominal value, and mandatorily
convertible notes in an expected aggregate amount of approximately
USD 2.0 billion. The Company retains the flexibility to adjust the
relative proportions of shares and mandatorily convertible notes
offered in the offerings.
The shares and mandatorily convertible notes
will be offered within the United States pursuant to a registration
statement filed with the Securities and Exchange Commission (the
"SEC") and globally subject to certain customary selling
restrictions.
The capital to be raised today is a proactive
measure to accelerate the achievement of the Company’s USD 7
billion net debt target. This is the clear priority, to support
credit metrics and bolster the foundation for consistent future
returns to shareholders. Today’s transaction complements the
progress made in recent years to make ArcelorMittal more resilient
to challenging environments, as well as more recently the efforts
made to address the impacts of COVID-19 on the business.
ArcelorMittal intends to use the net proceeds
from the offerings for general corporate purposes, to deleverage
and to enhance liquidity, thereby building additional resilience
going forward in what remains an uncertain environment.
ArcelorMittal’s liquidity position (cash and
cash equivalents and availability under credit facilities) stood at
approximately USD 10 billion as at March 31, 2020, supplemented by
a new USD 3 billion (equivalent) credit facility as announced on
April 16, 2020 (and fully executed on May 5, 2020). Following
the closing of the offerings, commitments under this credit
facility will be cancelled in proportion to the proceeds of the
offerings less certain costs.
Lakshmi Mittal, Chairman and CEO of
ArcelorMittal, commented: "We have prioritized a strong balance
sheet for a number of years. Given today’s exceptional
circumstances, we believe it is right to further accelerate the
achievement of our net debt target to ensure our company is fully
resilient for all market conditions and able to focus on executing
our long-term strategy. This includes meeting long-term
demand growth for materials and the transition to an increasingly
low-carbon economy, in which steel has many competitive
advantages.”
The mandatorily convertible notes are expected
to have a maturity of 3 years and be issued at 100% of the
principal amount, and will be mandatorily converted into common
shares of the Company upon maturity, unless earlier converted at
the option of the holders or ArcelorMittal or upon certain
specified events in accordance with the terms of the mandatorily
convertible notes. The mandatorily convertible notes are expected
to pay a coupon in the range between 5.25% and 5.75% per annum,
payable quarterly in arrears. The minimum conversion price of the
mandatorily convertible notes will be equal to the share reference
price, determined by the placement price of the shares in the
concurrent share offering, and the maximum conversion price is
expected to be set in the range between 115% and 120% of the
minimum conversion price.
A Mittal family trust has indicated its
intention to participate by placing an order in the offerings in an
aggregate amount of USD 200 million, and will be subject to a
lock-up period of 180 days, subject to customary exceptions.
Under the terms of the offerings, there will be
a 180-day lock-up period for the Company on issuances or sales of
shares and securities exchangeable for or convertible into shares,
subject to customary exceptions.
BNP Paribas, Crédit Agricole Corporate and
Investment Bank, Goldman Sachs & Co. LLC, J.P. Morgan and
Société Générale are acting as Joint Global Coordinators and Joint
Bookrunners of the offerings.
The offerings will be made pursuant to
ArcelorMittal's shelf registration statement on Form F-3 filed with
the SEC on March 2, 2018. The final terms of the offerings are
expected to be announced on May 11, 2020 in a separate press
release. ArcelorMittal will apply to list the mandatorily
convertible notes on the New York Stock Exchange ("NYSE"), subject
to satisfaction of the NYSE's minimum equity listing standards with
respect to the mandatorily convertible notes. There can be no
assurance that such requirement will be satisfied. If the
mandatorily convertible notes are approved for listing,
ArcelorMittal expects trading on the NYSE to begin within 30
calendar days after the mandatorily convertible notes are first
issued.
Important Notice
The Company has filed a registration statement
(including a prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the
Company has filed with the SEC for more complete information about
the Company and this offerings. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, copies may be obtained from Goldman Sachs & Co.
LLC at 1-212-902-1171. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor will there be any sale of 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.
This press release may contain forward-looking
information and statements about ArcelorMittal and its
subsidiaries. These statements include financial projections and
estimates and their underlying assumptions, statements regarding
plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future
performance including statements regarding the completion of the
offerings and use of proceeds. Forward-looking statements may be
identified by the words "believe," "expect," "anticipate," "target"
or similar expressions. Although ArcelorMittal's management
believes that the expectations reflected in such forward-looking
statements are reasonable, investors and holders of ArcelorMittal's
securities are cautioned that forward-looking information and
statements are subject to numerous risks and uncertainties, many of
which are difficult to predict and generally beyond the control of
ArcelorMittal, that could cause actual results and developments to
differ materially and adversely from those expressed in, or implied
or projected by, the forward-looking information and statements.
These risks and uncertainties include those discussed or identified
in the filings with the SEC made or to be made by ArcelorMittal,
including ArcelorMittal's Annual Report on Form 20-F for the year
ended December 31, 2019 filed with the SEC. ArcelorMittal
undertakes no obligation to publicly update its forward-looking
statements, whether as a result of new information, future events,
or otherwise.No communication and no information in respect of the
offering of securities may be distributed to the public in any
jurisdiction where a registration or approval is required. The
offering or subscription of securities may be subject to specific
legal or regulatory restrictions in certain jurisdictions.
ArcelorMittal takes no responsibility for any violation of any such
restrictions by any person.
MiFID II Directive 2014/65/EU (as amended,
"MiFID II") professionals/ECPs-only / No PRIIPs KID –
Manufacturer target market (MiFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (“KID”)
has been prepared as not available to retail in EEA.In connection
with the offerings, the Joint Bookrunners or any of their
respective affiliates acting as an investor for their own account
may take up as a proprietary position any shares or mandatorily
convertible notes and in that capacity may retain, purchase or sell
for their own account such shares or mandatorily convertible notes.
In addition they may enter into financing arrangements and swaps
with investors in connection with which they may from time to time
acquire, hold or dispose of shares or mandatorily convertible
notes. They do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
The Joint Bookrunners are acting on behalf
of the Company and no one else in connection with the
offerings, and will not be responsible to any other person for
providing the protections afforded to any of their respective
clients or for providing advice in relation to the offerings. None
of the Joint Bookrunners will regard any other person as its client
in relation to the offerings.
This announcement contains inside information
for the purposes of Article 7 of Regulation (EU) No
596/2014.Enquiries: ArcelorMittal corporate communications
(E-mail: press@arcelormittal.com) +44 0207 629 7988. Contact: Paul
Weigh +44 203 214 2419.
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