As filed with the Securities and Exchange Commission on February 5, 2016
Registration No. 333-202409
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ArcelorMittal
(Exact name
of registrant as specified in its charter)
N/A
(Translation of registrant’s name into English)
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| Grand Duchy of Luxembourg |
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Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
24-26 boulevard d’Avranches
L-1160 Luxembourg
Grand
Duchy of Luxembourg
Telephone: (352) 4792-3746
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Marc Jeske, Esq.
ArcelorMittal USA Holdings II LLC
1 South Dearborn Street, 19th Floor
Chicago, IL 60603-9888
United States
Telephone:
(1) 312 899 3400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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| John D. Brinitzer, Esq.
Cleary Gottlieb Steen & Hamilton LLP
12, rue de Tilsitt 75008
Paris France (33) 1
40 74 68 00 |
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John Banes, Esq.
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR United
Kingdom (44) 20 7418 1300 |
Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this
registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. ¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box. x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. x
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered |
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Amount to be Registered/
Proposed Maximum
Offering Price per Unit/
Proposed Maximum
Offering Price(1) |
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Amount of
Registration Fee(2) |
| Ordinary Shares(3) |
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| Rights to Purchase Ordinary Shares |
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An indeterminate amount of securities as may be offered at indeterminate prices are being registered. |
| (2) |
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the entire registration fee. In connection with the securities offered hereby, the registrant will pay
“pay-as-you-go registration fees” in accordance with Rule 456(b). |
| (3) |
Also includes such indeterminate amounts of Ordinary Shares as may be issued upon the exercise of rights to purchase Ordinary Shares. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-202409) is being filed by ArcelorMittal for the
purposes of (i) registering as a separate class of securities hereunder rights to purchase ordinary shares of ArcelorMittal, (ii) filing a prospectus relating to the ordinary shares of ArcelorMittal and the rights to purchase such ordinary
shares, to be issued from time to time by ArcelorMittal and (iii) filing additional exhibits to the Registration Statement. No changes or additions are being made hereby to the existing prospectus dated March 2, 2015 relating to ordinary
shares and other securities to be issued from time to time by ArcelorMittal, which remains a part of the Registration Statement, and therefore it is omitted from this filing. This Post-Effective Amendment No. 1 to the Registration Statement
shall become effective immediately upon filing with the Securities and Exchange Commission.
Ordinary Shares
Rights to Purchase Ordinary Shares
This prospectus
may be used to offer ordinary shares of ArcelorMittal and rights to purchase such ordinary shares, which we collectively refer to as the “securities.”
This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. We
will provide the specific terms of the securities being offered and the manner in which they are offered in supplements to this prospectus. The prospectus supplements will also contain the names of any selling security holders, underwriters, dealers
or agents involved in the sale of the securities, together with any applicable commissions or discounts. You should read this prospectus and any accompanying prospectus supplement carefully before you invest in any of these securities.
This prospectus may not be used to sell any securities unless accompanied by a prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated
February 5, 2016.
TABLE OF CONTENTS
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, which we refer to as
the SEC, utilizing a shelf registration process. Under this shelf process, the securities described in this prospectus may be sold in one or more offerings. This prospectus provides you with a general description of the securities that may be
offered. Each time securities are offered pursuant to this prospectus, we will attach a prospectus supplement to the front of this prospectus that will contain specific information about the terms of those securities and their offering. We may also
add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file with or furnish to the SEC. The registration statement that we filed with the SEC includes
exhibits that provide more detail on the matters discussed in this prospectus. Before you invest in any securities offered by this prospectus, you should read this prospectus, any related prospectus supplements and the related exhibits filed with
the SEC, together with the additional information described under the heading “Incorporation of Certain Documents by Reference.”
We are responsible for the information contained and incorporated by reference in this prospectus, any accompanying prospectus supplement
and in any related free-writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we do not take any responsibility for any other information that others may give you.
ArcelorMittal is not making an offer to sell these securities in any jurisdiction where the offer or sale are not permitted. This document
may only be used where it is legal to sell these securities.
You should not assume that the information contained or incorporated
by reference in this prospectus or the prospectus supplement is accurate as of any date other than the date on the front cover of this prospectus. ArcelorMittal’s business, financial condition, results of operations and prospects may have
changed since that date.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with it, which means that we may disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and certain later information that we file with the SEC will automatically update and supersede this
information. We incorporate by reference our annual report on Form 20-F for the year ended December 31, 2014 (File No. 001-35788), which we filed on February 24, 2015, except for
Item 18, which was amended and filed on February 26, 2015, and is referred to as our “2014 Form 20-F,” and which includes the audited consolidated financial statements of ArcelorMittal
and its consolidated subsidiaries, including the consolidated statements of financial position as of December 31, 2013 and 2014, and the consolidated statements of operations, other comprehensive income, changes in equity and cash flows for
each of the years ended December 31, 2012, 2013 and 2014 (the “ArcelorMittal Consolidated Financial Statements”). We also incorporate by reference the following reports furnished by us on Form 6-K and available on the SEC website:
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Report on Form 6-K furnished on August 3, 2015, incorporating the First Half 2015 MD&A and the ArcelorMittal Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2015;
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Report on Form 6-K furnished on February 5, 2016, incorporating the earnings release of ArcelorMittal for the fiscal year ended December 31, 2015, the table which sets out the consolidated capitalization and
indebtedness of ArcelorMittal at June 30, 2015 and certain other recent developments. |
We also incorporate by reference
into this prospectus any future filings made with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act of 1934, as amended (which is referred to as the “Exchange Act”), before the termination of the offering, and, to the extent
designated therein, reports on Form 6-K that we furnish to the SEC before the termination of the offering.
Each document incorporated by
reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained
therein is current as of any time subsequent to its date. Any statement contained in such incorporated documents shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a subsequent statement contained in
another document we incorporate by reference at a later date modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in the prospectus but not delivered with the prospectus. You may request a copy of these filings, at no cost, by writing or telephoning us at ArcelorMittal USA LLC, 1 South Dearborn Street, 19th Floor,
Chicago, IL 60603, Attention: Ms. Lisa M. Fortuna, Manager, Investor Relations, telephone number: (312)
899-3985.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC
that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet on the SEC’s website at www.sec.gov and on our web site at www.arcelormittal.com. The references above to our website and
the website of the SEC are inactive textual references to the uniform resource locator (URL) and are for your reference only.
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FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference herein, and the related prospectus supplement contain forward-looking
statements based on estimates and assumptions. This prospectus and the related prospectus supplement contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include,
among other things, statements concerning the business, future financial condition, results of operations and prospects of ArcelorMittal, including its subsidiaries. These statements usually contain the words “believes,” “plans,”
“expects,” “anticipates,” “intends,” “estimates” or other similar expressions. For each of these statements, you should be aware that forward-looking statements involve known and unknown risks and
uncertainties. Although it is believed that the expectations reflected in these forward-looking statements are reasonable, there is no assurance that the actual results or developments anticipated will be realized or, even if realized, that they
will have the expected effects on the business, financial condition, results of operations or prospects of ArcelorMittal.
These
forward-looking statements speak only as of the date on which the statements were made, and no obligation has been undertaken to publicly update or revise any forward-looking statements made in this prospectus, the related prospectus supplement or
elsewhere as a result of new information, future events or otherwise, except as required by applicable laws and regulations. A detailed discussion of the principal risks and uncertainties which may cause actual results and events to differ
materially from such forward-looking statements is included in the section titled “Risk Factors” of the 2014 Form 20-F (Part I, Item 3D). The Company undertakes no obligation to update or revise publicly any forward-looking statements
whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.
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PRESENTATION OF CERTAIN INFORMATION
Definitions and Terminology
Unless
indicated otherwise, or the context otherwise requires, references in this prospectus and related prospectus supplement to “ArcelorMittal,” “we,” “us,” “our” and “the Company” or similar terms are to
ArcelorMittal, formerly known as Mittal Steel Company N.V. (“Mittal Steel”).
Market Information
This prospectus (including the documents incorporated by reference herein) and any related prospectus supplement include industry data and
projections about our markets obtained from industry surveys, market research, publicly available information and industry publications. Statements on ArcelorMittal’s competitive position contained in this prospectus are based primarily on
public sources including, but not limited to, publications of the World Steel Association. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and
completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. We have not independently verified this data or determined the reasonableness of such assumptions. In
addition, in many cases we have made statements in this prospectus (and may make statements in any related prospectus supplement) regarding our industry and our position in the industry based on internal surveys, industry forecasts and market
research, as well as our own experience. While these statements are believed to be reliable, they have not been independently verified.
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ARCELORMITTAL
ArcelorMittal is the world’s largest and most global steel producer and a significant producer of iron ore and coal with production of
47.8 million tonnes of crude steel and, from own mines and strategic contracts, 31.9 million tonnes of iron ore and 3.1 million tonnes of coal in the first six months of 2015 as compared to 93.1 million tonnes of crude steel and,
from own mines and strategic contracts, 77.0 million tonnes of iron ore and 7.70 million tonnes of coal in 2014. ArcelorMittal had sales of $34.0 billion and steel shipments of 43.8 million tonnes for the six months ended
June 30, 2015 as compared to sales of $79.3 billion and steel shipments of 85.1 million tonnes for the year ended December 31, 2014. As of June 30, 2015, ArcelorMittal had approximately 219,000 employees.
ArcelorMittal is the largest steel producer in the Americas, Africa, and Europe and is the sixth largest steel producer in the Commonwealth of
Independent States region.
ArcelorMittal has steel-making operations in 19 countries on four continents, including 56 integrated and
mini-mill steel-making facilities. ArcelorMittal’s steel-making operations have a high degree of geographic diversification. In 2014, approximately 38% of its crude steel was produced in the Americas, approximately 47% was produced in Europe
and approximately 15% was produced in other countries, such as Kazakhstan, South Africa and Ukraine. In addition, ArcelorMittal’s sales of steel products are spread over both developed and developing markets, which have different consumption
characteristics. ArcelorMittal’s mining operations, present in North and South America, Africa, Europe and the CIS region, are integrated with its global steel-making facilities and are important producers of iron ore and coal in their own
right.
ArcelorMittal produces a broad range of high-quality finished and semi-finished steel products. Specifically, ArcelorMittal
produces flat steel products, including sheet and plate, and long steel products, including bars, rods and structural shapes. In addition, ArcelorMittal produces pipes and tubes for various applications. ArcelorMittal sells its steel products
primarily in local markets and through its centralized marketing organization to a diverse range of customers in approximately 170 countries, including the automotive, appliance, engineering, construction and machinery industries. The Company also
produces various types of mining products including iron ore lump, fines, concentrate and sinter feed, as well as coking, pulverized coal injection and thermal coal.
As a global steel producer, the Company is able to meet the needs of different markets. Steel consumption and product requirements clearly
differ between developed markets and developing markets. Steel consumption in developed economies is weighted towards flat products and a higher value-added mix, while developing markets utilize a higher proportion of long products and commodity
grades. To meet these diverse needs, the Company maintains a high degree of product diversification and seeks opportunities to increase the proportion of higher value-added products in its product mix.
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USE OF PROCEEDS
The use of proceeds from the sale of securities will be specified in the accompanying prospectus supplement relating to a particular offering.
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DESCRIPTION OF ORDINARY SHARES
This prospectus may be used to offer our ordinary shares or ordinary shares underlying any rights to purchase ordinary shares that we may
offer.
Holders of our ordinary shares are entitled to certain rights and subject to certain conditions.
The description of the ordinary shares of ArcelorMittal is discussed in detail in the 2014 Form 20-F, including under “Item
10.A—Additional Information—Share Capital” and “Item 10.B—Additional Information—Memorandum and Articles of Association.”
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DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES
We may offer rights to purchase ordinary shares of ArcelorMittal, which we refer to as “rights”. The applicable prospectus
supplement will describe the specific terms of any such rights offering, including, as applicable:
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the title of the rights; |
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the securities for which the rights are exercisable; |
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the exercise price for the rights; |
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the number of rights issued; |
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any other terms of the rights, including terms, procedures and limitations relating to the exercise of the rights; |
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information regarding the trading of rights, including the stock exchanges, if any, on which the rights will be listed; |
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the record date, if any, to determine who is entitled to the rights; |
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the period during which rights may be exercised; |
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the material terms of any standby underwriting arrangement we enter into in connection with the offering; and |
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if applicable, a discussion of the material U.S. federal and Luxembourg income tax considerations applicable to the issuance of the rights. |
If we determine to make appropriate arrangements for rights trading, persons other than our shareholders may acquire rights as described in
the prospectus supplement. We may determine to offer rights to our shareholders only or additionally to other persons as described in the applicable prospectus supplement. In the event rights are offered only to our shareholders and their rights
remain unexercised, we may determine to offer the unsubscribed offered securities to persons other than our shareholders. In addition, we may enter into a standby underwriting arrangement with one or more underwriters under which the underwriter or
underwriters, as the case may be, will purchase any offered securities remaining unsubscribed for after the offering, as described in the prospectus supplement.
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VALIDITY OF THE SECURITIES
Unless otherwise specified in the prospectus supplement, the validity of the ordinary shares of ArcelorMittal and the due authorization of the
issuance of the securities under Luxembourg law will be passed upon for ArcelorMittal by Elvinger, Hoss & Prussen, its Luxembourg counsel, and for the underwriters by Linklaters LLP. Certain matters with respect to United States federal and
New York law will be passed upon for ArcelorMittal by Cleary Gottlieb Steen & Hamilton LLP, its United States counsel, and for the underwriters by Davis Polk & Wardwell London LLP.
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from the Company’s annual report on Form 20-F and
the effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte Audit S.à.r.l., an independent registered public accounting firm, as stated in their reports, which are incorporated herein by
reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers.
The Articles of Association of ArcelorMittal provide that ArcelorMittal will, to the broadest extent permitted by Luxembourg law, indemnify
every director and every member of the management board as well as every former director or member of the management board for fees, costs and expenses reasonably incurred in the defense or resolution (including a settlement) of all legal actions or
proceedings, whether civil, criminal or administrative, he or she has been involved in his or her role as former or current director or member of the management board of ArcelorMittal.
The right to indemnification does not exist in the case of gross negligence, fraud, fraudulent inducement, dishonesty or for a criminal
offense, or if it is ultimately determined that the director or member of the management board has not acted honestly, in good faith and with the reasonable belief that he or she was acting in the best interests of ArcelorMittal.
Item 9. Exhibits.
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| Exhibit
Number |
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Description of Document |
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| 1.1 |
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Form of Underwriting Agreement relating to debt securities.(1) |
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| 1.2 |
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Form of Underwriting Agreement relating to ordinary shares.(2) |
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| 1.3 |
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Form of Underwriting Agreement relating to rights.(2) |
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| 4.1 |
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Senior Debt Indenture, between ArcelorMittal and Wilmington Trust, National Association, as trustee, and Citibank, N.A., as securities administrator (filed as Exhibit 4.1 to the report on Form 6-K filed on June 1, 2015 (file No.
333-146371) and incorporated by reference herein). |
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| 4.11 |
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First Supplemental Indenture dated June 1, 2015 among ArcelorMittal, Wilmington Trust, National Association and Citibank, N.A. (filed as Exhibit 4.1 to the report on Form 6-K filed on June 1, 2015 (file No. 333-146371) and
incorporated by reference herein). |
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| 4.2 |
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Form of debt securities for ArcelorMittal relating thereto (included in Exhibit 4.1). |
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| 4.3 |
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Subordinated Debt Indenture, between ArcelorMittal and Wilmington Trust, National Association, as trustee and Citibank, N.A., as securities administrator, dated January 16, 2013 (filed as Exhibit 4.1 of the report on Form 6-K filed
on January 16, 2013 (file No. 001-35788) and incorporated by reference herein). |
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| 4.4 |
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Form of subordinated debt securities for ArcelorMittal relating thereto (included in Exhibit 4.3). |
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| 4.5 |
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Amended and Restated Articles of Association of ArcelorMittal dated January 20, 2016. |
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| 5.1 |
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Opinion of Elvinger, Hoss & Prussen as to the validity of the ordinary shares and debt securities under Luxembourg law.(1) |
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| 5.12 |
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Opinion of Elvinger, Hoss & Prussen as to the validity of the rights under Luxembourg law. |
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| 5.2 |
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Opinion of Cleary Gottlieb Steen & Hamilton LLP as to the validity of the debt securities under New York law.(1) |
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| 23.1 |
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Consent of Deloitte Audit S.à.r.l. |
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| Exhibit
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Description of Document |
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| 23.2 |
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Consent of Elvinger, Hoss & Prussen (included in Exhibit 5.1 and Exhibit 5.12 above). |
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| 23.3 |
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Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2 above).(1) |
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| 23.4 |
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Consent of Cardno, Inc. |
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| 23.5 |
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Consent of SRK Consulting (UK) Limited. |
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| 23.6 |
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Consent of RPA Inc. |
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| 24.1 |
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Powers of Attorney.(1) |
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| 25.1 |
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Statement of eligibility of Trustee on Form T-1 with respect to Exhibits 4.1 and 4.3 above.(1) |
| (1) |
Previously filed with the ArcelorMittal Registration Statement on Form F-3 on March 2, 2015. |
| (2) |
To be filed by amendment or incorporated by reference. |
Item 10. Undertakings.
| (a) |
The undersigned registrant hereby undertakes: |
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information set forth in the registration statement;
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provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective
amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the
registration statement. |
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That, for the purpose of determining liability under the Securities Act to any purchaser, |
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(A) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and |
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(B) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
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(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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7. |
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
8. |
In the event that subscription rights to subscribe for ordinary shares are offered to existing shareholders and any rights not taken by shareholders are reoffered to the public, to supplement the prospectus, after the
expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms
of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such
offering. |
| |
9. |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
4
SIGNATURES OF ARCELORMITTAL
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, on February 5, 2016.
|
|
|
| ARCELORMITTAL |
|
|
| By: |
|
/s/ H.J. Scheffer |
| Name: |
|
H.J. Scheffer |
| Title: |
|
Company Secretary |
1
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities indicated in respect of ArcelorMittal on this 5th day of February 2016.
|
|
|
|
|
|
|
| Signature |
|
Title |
|
|
| *
Lakshmi N. Mittal |
|
Chief Executive Officer, Director and Chairman of the Board of Directors |
|
|
| *
Aditya Mittal |
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
|
|
Vanisha Mittal Bhatia |
|
Director |
|
|
|
Narayanan Vaghul |
|
Director |
|
|
| Wilbur
L. Ross, Jr. |
|
Director |
|
|
| Lewis
B. Kaden |
|
Director |
|
|
| *
Suzanne P. Nimocks |
|
Director |
|
|
| /s/ Jeannot Krecké
Jeannot Krecké |
|
Director |
|
|
| *
Antoine Spillmann |
|
Director |
|
|
| *
Bruno Lafont |
|
Director |
|
|
| *
Michel Wurth |
|
Director |
|
|
| *
Tye Burt |
|
Director |
|
|
| Karyn
Ovelmen |
|
Director |
|
|
|
|
|
|
|
|
| *By: |
|
/s/ H.J. Scheffer
|
|
Attorney-in-fact |
|
|
H.J. Scheffer |
|
2
Signature of Authorized Representative of ArcelorMittal
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of ArcelorMittal, has signed
this registration statement in the City of Chicago, State of Illinois, on February 5, 2016.
|
|
|
| Signature |
|
Title |
|
|
| /s/ Marc Jeske |
|
Authorized Representative in the United States
Assoc. GC/Asst. Secretary |
| Marc Jeske |
|
3
INDEX TO EXHIBITS
|
|
|
| Exhibit
Number |
|
Description of Document |
|
|
| 1.1 |
|
Form of Underwriting Agreement relating to debt securities.(1) |
|
|
| 1.2 |
|
Form of Underwriting Agreement relating to ordinary shares.(2) |
|
|
| 1.3 |
|
Form of Underwriting Agreement relating to rights.(2) |
|
|
| 4.1 |
|
Senior Debt Indenture, between ArcelorMittal and Wilmington Trust, National Association, as trustee, and Citibank, N.A., as securities administrator (filed as Exhibit 4.1 to the report on Form 6-K filed on June 1, 2015 (file No.
333-146371) and incorporated by reference herein). |
|
|
| 4.11 |
|
First Supplemental Indenture dated June 1, 2015 among ArcelorMittal, Wilmington Trust, National Association and Citibank, N.A. (filed as Exhibit 4.1 to the report on Form 6-K filed on June 1, 2015 (file No. 333-146371) and
incorporated by reference herein). |
|
|
| 4.2 |
|
Form of debt securities for ArcelorMittal relating thereto (included in Exhibit 4.1). |
|
|
| 4.3 |
|
Subordinated Debt Indenture, between ArcelorMittal and Wilmington Trust, National Association, as trustee and Citibank, N.A., as securities administrator, dated January 16, 2013 (filed as Exhibit 4.1 of the report on Form 6-K filed
on January 16, 2013 (file No. 001-35788) and incorporated by reference herein). |
|
|
| 4.4 |
|
Form of subordinated debt securities for ArcelorMittal relating thereto (included in Exhibit 4.3). |
|
|
| 4.5 |
|
Amended and Restated Articles of Association of ArcelorMittal dated January 20, 2016. |
|
|
| 5.1 |
|
Opinion of Elvinger, Hoss & Prussen as to the validity of the ordinary shares and debt securities under Luxembourg law.(1) |
|
|
| 5.12 |
|
Opinion of Elvinger, Hoss & Prussen as to the validity of the rights under Luxembourg law. |
|
|
| 5.2 |
|
Opinion of Cleary Gottlieb Steen & Hamilton LLP as to the validity of the debt securities under New York law.(1) |
|
|
| 23.1 |
|
Consent of Deloitte Audit S.à.r.l. |
|
|
| 23.2 |
|
Consent of Elvinger, Hoss & Prussen (included in Exhibit 5.1 and Exhibit 5.12 above). |
|
|
| 23.3 |
|
Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2 above).(1) |
|
|
| 23.4 |
|
Consent of Cardno, Inc. |
|
|
| 23.5 |
|
Consent of SRK Consulting (UK) Limited. |
|
|
| 23.6 |
|
Consent of RPA Inc. |
|
|
| 24.1 |
|
Powers of Attorney.(1) |
|
|
| 25.1 |
|
Statement of eligibility of Trustee on Form T-1 with respect to Exhibits 4.1 and 4.3 above.(1) |
| (1) |
Previously filed with the ArcelorMittal Registration Statement on Form F-3 on March 2, 2015. |
| (2) |
To be filed by amendment or incorporated by reference. |
1
Exhibit 4.5
« ArcelorMittal »
société anonyme
Luxembourg
R.C.S.
Luxembourg, section B numéro 82454
*********************************************************
STATUTS COORDONNES à la date du 20 janvier 2016
*********************************************************
PAGE 1
Article 1. Form - Corporate name
The Company’s legal name is ArcelorMittal and it is a public limited company (“société
anonyme”).
Article 2. Duration
The Company is established for an unlimited period. It may be dissolved at any time by decision of the general meeting of
shareholders taken in the same manner as for a change in the articles of association in accordance with article 19 below.
Article 3. Corporate purpose
The corporate purpose of the Company shall be the manufacture, processing and marketing of steel, steel products and all other
metallurgical products, as well as all products and materials used in their manufacture, their processing and their marketing, and all industrial and commercial activities connected directly or indirectly with those objects, including mining and
research activities and the creation, acquisition, holding, exploitation and sale of patents, licences, know-how and, more generally, intellectual and industrial property rights.
The Company may realise that corporate purpose either directly or through the creation of companies, the acquisition, holding
or acquisition of interests in any companies or partnerships, membership in any associations, consortia and joint ventures.
In general, the Company’s corporate purpose comprises the participation, in any form whatsoever, in companies and
partnerships, and the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or in any other manner of shares, bonds, debt securities, warrants and other securities and instruments of any kind.
It may grant assistance to any affiliated company and take any measure for the control and supervision of such companies.
It may carry out any commercial, financial or industrial operation or transaction which it considers to be directly or
indirectly necessary or useful in order to achieve or further its corporate purpose.
Article 4. Registered office
The Company’s registered office and principal office shall be established in Luxembourg City. The registered
office may be transferred within the municipality of Luxembourg City by simple decision of the board of directors. Branches or offices both in the Grand Duchy of Luxembourg and abroad may be set up by simple decision of the board of directors.
In the event that the board of directors determines that extraordinary political, economic or societal events have occurred or
are imminent that may hinder the ordinary course activities of the Company at the registered office or the ease of communication either with that office or from that office to places abroad, it may temporarily transfer the registered office to a
location abroad until the complete cessation of the abnormal circumstances; provided, however, that such temporary transfer shall have no effect on the nationality of the Company, which, despite the temporary transfer of its registered office, shall
remain a Luxembourg company.
PAGE 2
Article 5. Capital - Increase in capital
5.1. The issued share capital amounts to seven billion four hundred fifty three million four hundred forty-one thousand
six Euro and ninety eight cents (EUR 7,453,441,006.98). It is represented by one billion eight hundred three million three hundred fifty-nine thousand three hundred thirty-eight (1,803,359,338) shares fully paid up without nominal value.
5.2. The Company’s authorised share capital, including the issued share capital, shall amount to eight billion two
hundred forty-nine million forty-nine thousand three hundred and sixteen euros and thirty eight cents (EUR 8,249,049,316.38) represented by one billion nine hundred and ninety-five million five hundred and ninety-five
thousand two hundred and thirteen (1,995,857,213) ordinary shares without nominal value.
5.3. The issued
capital and the authorised capital of the Company may be increased or decreased by resolution of the general meeting of shareholders adopted in the forms and in accordance with the conditions laid down for amending the articles of association under
article 19 of the present articles of association.
5.4. Subject to the provisions of the law on commercial
companies (hereinafter referred to as “the Law”), each shareholder shall have a preferential right of subscription in the event of the issue of new shares in return for contributions in cash. Such preferential right of subscription
shall be proportional to the fraction of the capital represented by the shares held by each shareholder.
The preferential
subscription right may be limited or cancelled by a resolution of the general meeting of shareholders adopted in accordance with article 19 of the present articles of association.
The preferential subscription right may also be limited or cancelled by the board of directors (i) in the event that the
general meeting of shareholders delegates, under the conditions laid down in article 19 of the present articles of association and by amending the present articles of association, to the board of directors the power to issue shares and to limit or
cancel the preferential subscription right for a period of no more than five years set by the general meeting, as well as (ii) pursuant to the authorization conferred by article 5.5 of the present articles of association.
5.5. The board of directors is authorised, during a period starting on the day after this General Meeting of
shareholders and ending on the fifth anniversary of the date of publication in the Luxembourg official gazette (Mémorial C) of the minutes of the General Meeting held on 8th May
2013, without prejudice to any renewals, to increase the issued share capital on one or more occasions within the limits of the authorised share capital.
PAGE 3
The board of directors is authorised to determine the conditions of any capital
increase including through contributions in cash or in kind, by the incorporation of reserves, issue premiums or retained earnings, with or without the issue of new shares, or following the issue and the exercise of subordinated or non-subordinated
bonds, convertible into or repayable by or exchangeable for shares (whether provided in the terms at issue or subsequently provided), or following the issue of bonds with warrants or other rights to subscribe for shares attached, or through the
issue of stand-alone warrants or any other instrument carrying an entitlement to, or the right to subscribe for, shares.
The board of directors is authorised to set the subscription price, with or without issue premium, the date from which the
shares or other financial instruments will carry beneficial rights and, if applicable, the duration, amortisation, other rights (including early repayment), interest rates, conversion rates and exchange rates of the aforesaid financial instruments
as well as all the other conditions and terms of such financial instruments including as to their subscription, issue and payment, for which the board of directors may make use of Article 32-1 paragraph 3 of the Law.
The board of directors is authorised to limit or cancel the preferential subscription rights of existing shareholders.
Decisions of the board of directors relating to the issue, pursuant to the authorisation conferred by this article 5.5, of any
financial instruments carrying or potentially carrying a right to equity shall, by way of derogation from article 9 of the present articles of association, be taken by a majority of two-thirds of the members present or represented.
When the board of directors has implemented a complete or partial increase in capital as authorised by the foregoing
provisions, article 5 of the present articles of association shall be amended to reflect that increase.
The board of
directors is expressly authorised to delegate to any natural or legal person to organise the market in subscription rights, accept subscriptions, conversions or exchanges, receive payment for the price of shares, bonds, subscription rights or other
financial instruments, to have registered increases of capital carried out as well as the corresponding amendments to article 5 of the present articles of association and to have recorded in said article 5 of the present articles of association the
amount by which the authorisation to increase the capital has actually been used and, where appropriate, the amounts of any such increase that are reserved for financial instruments which may carry an entitlement to shares.
5.6. The non-subscribed portion of the authorised capital may be drawn on by the exercise of conversion or subscription
rights already conferred by the Company.
PAGE 4
Article 6. Shares
6.1. Shares shall be issued solely in the form of registered shares.
6.2. Subject to article 6.3., the Company shall consider the person in whose name the shares are recorded in the
register of shareholders to be the owner of those shares.
6.3. However, where shares are recorded in the register
of shareholders on behalf of one or more persons in the name of a securities settlement system or the operator of such a system or in the name of a professional depositary of securities or any other depositary (such systems, professionals or other
depositaries being referred to hereinafter as “Depositaries”) or of a sub-depositary designated by one or more Depositaries, the Company - subject to its having received from the Depositary with whom those shares are kept in account
a confirmation in proper form - will permit those persons to exercise the rights attaching to those shares, including admission to and voting at general meetings and shall consider those persons to be the owners of the shares for the purpose of
article 7 of the present articles of association. The board of directors may determine the requirements with which such confirmations must comply.
Notwithstanding the foregoing, the Company shall make payments, by way of dividends or otherwise, in cash, shares or other
assets only into the hands of the Depositary or sub-depositary recorded in the register or in accordance with the Depositary or sub-depositary’s instructions, and that payment shall release the Company from any and all obligations for such
payment.
6.4. Confirmations that an entry has been made in the register of shareholders will be provided to
shareholders directly recorded in the register of shareholders or, in case of Depositaries or sub-depositaries recorded in the register, upon their request. Except for transfers in accordance with the rules and regulations of the relevant
Depositary, the transfer of shares shall be made by a written declaration of transfer inscribed in the register of shareholders and dated and signed by the transferor and the transferee or by their duly-appointed agents. The Company may accept any
other document, instrument, writing or correspondence as sufficient proof of the transfer.
6.5. Within the limits
and conditions laid down by the Law, the Company may repurchase its own shares or cause them to be repurchased by its subsidiaries.
6.6. The shares of the Company are indivisible vis-à-vis the Company– and the Company shall recognise only
one legal owner per share. Owners per indivisum must be represented vis-à-vis the Company by a single person in order to be able to exercise their rights.
PAGE 5
Article 7. Rights and obligations of shareholders
7.1. The provisions of articles 8 to 15 inclusive of the law of 11 January 2008 on transparency requirements on
issuers of securities (the “Transparency Law”) and the implementing provisions under the related Grand Ducal and CSSF regulations (as the same may be amended, supplemented or replaced (together with the Transparency Law, the
“Securities Regulations”)) and the sanction of suspension of voting rights set out therein shall also apply (a) to any acquisition or disposal of shares resulting in a shareholding reaching, increasing above or decreasing below
a threshold of two and one-half per cent (2.5%) of voting rights in the Company, (b) to any acquisition or disposal of shares resulting in a shareholding reaching, increasing above or decreasing below a threshold of three per cent
(3%) of voting rights in the Company and (c), over and above three per cent (3%) of voting rights in the Company, to any acquisition or disposal of shares resulting in successive thresholds of one per cent (1%) of voting rights in the
Company being reached or crossed (either through an increase or a decrease). Any reference in this article 7 to an acquisition, disposal or holding of shares shall be deemed to include a reference to the acquisition, disposal or holding of the
financial instruments referred to by the Securities Regulations, and the voting rights attaching to shares held or controlled by a person shall be aggregated with the voting rights attaching to the shares underlying such financial instruments held
by such person.
7.2 Any person who, taking into account articles 9 and 11(4) and (5) of the Transparency Law
acquires shares resulting in possession of five per cent (5%) or more or a multiple of five percent (5%) or more of the voting rights in the Company must on pain of the suspension of voting rights pursuant to article 28 of the Transparency
Law inform the Company, within ten (10) Luxembourg Stock Exchange trading days following the date such threshold is reached or crossed by registered mail with return receipt requested, of such person’s intention (a) to acquire or
dispose of shares in the Company within the next twelve (12) months, (b) to seek to obtain control over the Company or (c) to seek to appoint a member to the Company’s board of directors.
7.3 Any person under an obligation to notify the Company of the acquisition of shares conferring on that person, having
regard to articles 9 and 11(4) and (5) of the Transparency Law, one quarter (25%) or more of the total voting rights in the Company, shall be obliged to make, or cause to be made, in each country where the Company’s securities are
admitted to trading on a regulated or other market and in each of the countries in which the Company has made a public offering of its shares, an unconditional public offer to acquire for cash all outstanding shares and securities giving access to
shares, linked to the share capital or whose rights are dependent on the profits of the Company (hereafter, collectively, “securities linked to capital”), whether those securities were issued by the Company or by entities controlled
or established by it or members of its group. Each of these public offers must be conducted in conformity and compliance with the legal and regulatory requirements applicable to public offers in each State concerned.
PAGE 6
In any case, the price must be fair and equitable and, in order to guarantee
equality of treatment of shareholders and holders of securities linked to capital of the Company, the said public offers must be made at or on the basis of an identical price, which must be justified by a report drawn up by a first rank financial
institution nominated by the Company whose fees and costs must be advanced by the person subject to the obligation laid down in the first paragraph of this article 7.3.
This obligation to make an unconditional cash offer shall not apply if the acquisition of the Company’s shares by the
person making such notification has received the prior assent of the Company’s shareholders in the form of a resolution adopted in conformity with article 19 of the present articles of association at a general meeting of shareholders, including
in particular in the event of a merger or a contribution in kind paid for by a share issue.
7.4. If the public
offer as described in article 7.3 of the present articles of association has not been made within a period of two (2) months of notification to the Company of the increase in the holding giving entitlement to the percentage of voting rights
referred to in paragraph 1 of article 7.3 of the present articles of association or of notification by the Company to the shareholder that such increase has taken place, or if the Company is informed that a competent authority in one of the
countries in which the securities of the Company are admitted to trading (or in one of the countries in which the Company has made a public offering of its shares) has determined that the public offer was made contrary to the legal or regulatory
requirements governing public offers applicable in that country, as from the expiry of the aforementioned period of two (2) months or from the date on which the Company received that information, the right to attend and vote at general meetings
of shareholders and the right to receive dividends or other distributions shall be suspended in respect of the shares corresponding to the percentage of the shares held by the shareholder in question exceeding the threshold set in paragraph 1 of
article 7.3 of the present articles of association as from which a public offer has to be made.
A shareholder who has
exceeded the threshold set by paragraph 1 of article 7.3 of the present articles of association and requires a general meeting of shareholders to be called pursuant to article 70 of the Law, must, in order to be able to vote at that meeting, have
made a definitive and irrevocable public offer as described in article 7.3 of the present articles of association before that meeting is held. Failing this, the right to vote attaching to the shares exceeding the threshold set by paragraph 1 of
article 7.3 of the present articles of association shall be suspended.
If, at the date on which the annual general
meeting is held, a shareholder exceeds the threshold set by paragraph 1 of article 7.3 of the present articles of association, his or her voting rights shall be suspended to the extent of the percentage exceeding the said threshold except where the
shareholder in question undertakes in writing not to vote in respect of the shares exceeding the threshold or where the shareholder has definitively and irrevocably made the public offer required by article 7.3. of the present articles of
association.
PAGE 7
7.5. The provisions of article 7 shall not apply:
(i) to the Company itself in respect of shares directly or indirectly held in treasury,
(ii) to Depositories, acting as such, provided that said Depositories may only exercise the voting right attached to such
shares if they have received instructions from the owner of the shares, the provisions of this article 7 thereby applying to the owner of the shares,
(iii) to any disposal and to any issue of shares by the Company in connection with a merger or a similar transaction or the
acquisition by the Company of any other company or activity,
(iv) to the acquisition of shares resulting from a public
offer for the acquisition of all the shares in the Company and all of the securities linked to capital,
(v) to the
acquisition or transfer of a participation remaining below ten per cent (10%) of total voting rights by a market maker acting in this capacity, provided that:
a) it is approved by its home Member State by virtue of directive 2004/39/CE; and
b) it neither interferes in the management of the Company nor exercises influence on the Company to acquire its shares or to
maintain their price.
7.6. Voting rights are calculated on the basis of the entirety of the shares to which voting
rights are attached even if the exercise of such voting rights is suspended.
Article 8. Board of directors
8.1. The Company shall be administered by a board of directors composed of at least three (3) members
and of a maximum of eighteen (18) members; all of whom except the Chief Executive Officer (“administrateur-président de la direction générale”) shall be non-executive. None of the
members of the board of directors, except for the Chief Executive Officer of the Company (“administrateur-président de la direction générale”), shall have an executive position or executive
mandate with the Company or any entity controlled by the Company.
At least one-half of the board of directors shall be
composed of independent members. A member of the board of directors shall be considered as “independent”, if (i) he or she is independent within the meaning of the Listed Company Manual of the New York Stock Exchange (the
“Listed Company Manual”), as it may be amended, or any successor provision, subject to the exemptions available for foreign private issuers, and if (ii) he or she is unaffiliated with any shareholder owning or controlling more
than two percent (2%) of the total issued share capital of the Company (for the purposes of this article, a person is deemed affiliated to a shareholder if he or she is an executive officer, or a director who is also employed by the
shareholder, a general partner, a managing member, or a controlling shareholder of such shareholder).
PAGE 8
8.2. The members of the board of directors do not have to be shareholders
in the Company.
8.3. The members of the board of directors shall be elected by the shareholders at the annual
general meeting or at any other general meeting of shareholders for a period terminating on the date to be determined at the time of their appointment and, with respect to appointments which occur after the 13th November 2007 (except in the event of the replacement of a member of the board of directors during his or her mandate) at the third annual general meeting following the date of their
appointment.
8.4. At any general meeting of shareholders held after
1st August 2009, the Mittal Shareholder (as defined below) may, at its discretion, decide to exercise the right of proportional representation provided in the present article and nominate
candidates for appointment as members of the board of directors (the “Mittal Shareholder Nominees”) as follows. Upon any exercise by the Mittal Shareholder of the right of proportional representation provided by this article, the
general meeting of shareholders shall elect, among the Mittal Shareholder Nominees, a number of members of the board of directors determined by the Mittal Shareholder, such that the number of members of the board of directors so elected among the
Mittal Shareholder Nominees, in addition to the number of members of the board of directors in office who were elected in the past among the Mittal Shareholder Nominees, shall not exceed the Proportional Representation. For the purposes of this
article, the “Proportional Representation” shall mean the product of the total number of members of the board of directors after the proposed election(s) and the percentage of the total issued and outstanding share capital of the
Company owned, directly or indirectly, by the Mittal Shareholder on the date of the general meeting of shareholders concerned, with such product rounded to the closest integral. When exercising the right of Proportional Representation granted to it
pursuant to this article, the Mittal Shareholder shall specify the number of members of the board of directors that the general meeting of shareholders shall elect from among the Mittal Shareholder Nominees, as well as the identity of the Mittal
Shareholder Nominees. For purposes of this article the “Mittal Shareholder” shall mean collectively Mr. Lakshmi N. Mittal or Mrs. Usha Mittal or any of their heirs or successors acting directly or indirectly through
Mittal Investments S.à r.l., ISPAT International Investments S.L. or any other entity controlled, directly or indirectly, by either of them. The provisions of this article shall not in any way limit the rights that the Mittal Shareholder may
additionally have to nominate and vote in favour of the election of any director in accordance with its general rights as a shareholder.
8.5. A member of the board of directors may be dismissed with or without cause and may be replaced at any time by the
general meeting of shareholders in accordance with the aforementioned provisions relating to the composition of the board of directors.
PAGE 9
In the event that a vacancy arises on the board of directors following a
member’s death or resignation or for any other reason, the remaining members of the board of directors may, by a simple majority of the votes validly cast, elect a member of the board of directors so as temporarily to fulfil the duties
attaching to the vacant post until the next general meeting of shareholders in accordance with the aforementioned provisions relating to the composition of the board of directors.
8.6. Except for a meeting of the board of directors convened to elect a member to fill a vacancy as provided in the
second paragraph of article 8.5, or to convene a general meeting of shareholders to deliberate over the election of Mittal Shareholder Nominees, and except in the event of a grave and imminent danger requiring an urgent board of directors’
decision, which shall be approved by the directors elected from among the Mittal Shareholder Nominees, the board of directors of the Company will not be deemed to be validly constituted and will not be authorized to meet until the general meeting of
shareholders has elected from among the Mittal Shareholder Nominees the number of members of the board of directors required under article 8.4.
8.7. In addition to the directors’ fees determined in accordance with article 17 below, the general meeting may
grant members of the board of directors a fixed amount of compensation and attendance fees, and upon the proposal of the board of directors, allow the reimbursement of the expenses incurred by members of the board of directors in order to attend the
meetings, to be imputed to the charges.
The board of directors shall in addition be authorised to compensate members of
the board of directors for specific missions or functions.
8.8. The Company will indemnify, to the broadest extent
permitted by Luxembourg law, any member of the board of directors or member of the management board, as well as any former member of the board of directors or member of the management board, for any costs, fees and expenses reasonably incurred by
him or her in the defence or resolution (including a settlement) of any legal actions or proceedings, whether they be civil, criminal or administrative, to which he or she may be made a party by virtue of his or her former or current role as member
of the board of directors or member of the management board of the Company.
Notwithstanding the foregoing, a former or
current member of the board of directors or member of the management board will not be indemnified if he or she is found guilty of gross negligence, fraud, fraudulent inducement, dishonesty or of the commission of a criminal offence or if it is
ultimately determined that he or she has not acted honestly and in good faith and with the reasonable belief that his or her actions were in the Company’s best interests.
PAGE 10
The aforementioned indemnification right shall not be forfeited in the case of a
settlement of any legal actions or proceedings, whether they be civil, criminal or administrative.
The provisions above
shall inure to the benefit of the heirs and successors of the former or current member of the board of directors or member of the management board without prejudice to any other indemnification rights that he or she may otherwise claim.
Subject to any procedures that may be implemented by the board of directors in the future, the expenses for the preparation
and defence in any legal action or proceeding covered by this article 8.8 may be advanced by the Company, provided that the concerned former or current member of the board of directors or member of the management board delivers a written commitment
that all sums paid in advance will be reimbursed to the Company if it is ultimately determined that he or she is not entitled to indemnification under this article 8.8.
Article 9. Procedures for meetings of the Board of Directors
The board of directors shall choose from amongst its members a chairman of the board of directors (the “Chairman of
the board of directors”) (Président du conseil d’administration) and, if considered appropriate, a president (the “President”) (Président) and one or several vice-chairmen and shall
determine the period of their office, not exceeding their appointment as director.
The board of directors shall meet,
when convened by the Chairman of the board of directors or the President, or a vice-chairman, or two (2) members of the board of directors, at the place indicated in the notice of meeting.
The meetings of the board of directors shall be chaired by the Chairman of the board of directors or the President or, in
their absence, by a vice-chairman. In the absence of the Chairman of the board of directors, of the President, and of the vice-chairmen, the board of directors shall appoint by a majority vote a chairman pro tempore for the meeting in question.
A written notice of meeting shall be sent to all members of the board of directors for every meeting of the board of directors
at least five (5) days before the date scheduled for the meeting, except in case of urgency, in which case the nature of the emergency shall be specified in the notice of meeting. Notice of meeting shall be given by letter or by fax or by
electronic mail or by any other means of communication guaranteeing the authenticity of the document and the identification of the person who is the author of the document. Notice of meeting may be waived by the consent of each member of the board
of directors given in the same manner as that required for a notice of meeting. A special notice of meeting shall not be required for meetings of the board of directors held on the dates and at the times and places determined in a resolution adopted
beforehand by the board of directors.
PAGE 11
For any meeting of the board of directors, each member of the board of directors
may designate another member of the board of directors to represent him and vote in his or her name and place, provided that a given member of the board of directors may not represent more than one of his or her colleagues. The representative shall
be designated in the same manner as is required for notices of meeting. The mandate shall be valid for one meeting only and, where appropriate, for every further meeting as far as there is the same agenda.
The board of directors may deliberate and act validly only if the majority of the members of the board of directors are
present or represented. Decisions shall be taken by a simple majority of the votes validly cast by the members of the board of directors present or represented. None of the members of the board of directors, including the Chairman of the board of
directors, the President and vice-chairmen, has a casting vote.
A member of the board of directors may take part in and
be regarded as being present at a meeting of the board of directors by telephone conference or by any other means of telecommunication which enable all the persons taking part in the meeting to hear each other and speak to each other.
If all the members of the board of directors agree as to the decisions to be taken, the decisions in question may also be
taken in writing without any need for the members of the board of directors to meet. To this end, the members of the board of directors may express their agreement in writing, including by fax or by any other means of communication guaranteeing the
authenticity of the document and the identification of the member of the board of directors who wrote the document. The consent may be given on separate documents which together constitute the minutes of such decisions.
Article 10. Minutes of meetings of the board of directors
The minutes of meetings of the board of directors shall be signed by the person who chaired the meeting and by those members
of the board of directors taking part in the meeting and who request to sign such minutes.
Copies or excerpts of minutes
intended for use in judicial proceedings or otherwise shall be signed by the Chairman of the board of directors or the President or a vice-chairman.
Article 11. Powers of the board of directors
11.1. The board of directors shall have the most extensive powers to administer and manage the Company. All powers not
expressly reserved to the general meeting by the Law or the present articles of association shall be within the competence of the board of directors.
11.2. The board of directors may decide to set up committees to consider matters submitted to them by the board of
directors, including an audit committee and an appointments, remuneration and corporate governance committee. The audit committee shall be composed solely of independent members of the board of directors, as defined in article 8.1.
PAGE 12
11.3. The board of directors may delegate the day-to-day management of the
Company’s business and the power to represent the Company with respect thereto to one or more executive officers (directeurs généraux), executives (directeurs) or other agents, who may together constitute a
management board (direction générale) deliberating in conformity with rules determined by the board of directors. The board of directors may also delegate special powers to any person and confer special mandates on any person.
Article 12. Authorised signatures
The Company shall be bound by the joint or individual signature of all persons to whom such power of signature shall have been
delegated by the board of directors.
Article 13. Shareholders’ meetings – General
13.1 Any duly constituted general meeting of the Company’s shareholders shall represent all the shareholders in
the Company. It shall have the widest powers to order, implement or ratify all acts connected with the Company’s operations.
13.2. General meetings shall be convened at least 30 days before the meeting date. If the general meeting is reconvened
for lack of quorum, the convening notice for the reconvened meeting shall be published at least 17 days before the meeting date.
13.3 The record date for general meetings shall be the 14th day at
midnight (24:00 hours) (Luxembourg time) before the date of the general meeting (the “Record Date”). Shareholders shall notify the Company of their intention to participate in the general meeting in writing by post or electronic
means at the postal or electronic address indicated in the convening notice, no later than the day determined by the board of directors, which may not be earlier than the Record Date, indicated in the convening notice.
13.4 The documents required to be submitted to the shareholders in connection with a general meeting shall be posted on
the Company’s corporate website from the date of first publication of the general meeting convening notice in accordance with Luxembourg law.
13.5 General meetings of shareholders shall be chaired by the Chairman of the board of directors or the President or,
in their absence, by a vice-chairman. In the absence of the Chairman of the board of directors, of the President and of the vice-chairmen, the general meeting of shareholders shall be presided over by the most senior member of the board of directors
present.
13.6 Each share shall be entitled to one vote. Each shareholder may have himself represented at any
general meeting of shareholders by giving a proxy in writing and notifying such appointment by post or by electronic means at the postal or electronic address indicated in the convening notice.
13.7 Except where law or the articles of association provide otherwise, resolutions shall be adopted at general
meetings by a simple majority of the votes validly cast by the shareholders present or represented.
PAGE 13
13.8 When organising a general meeting, the board of directors may in its
sole discretion decide to set up arrangements allowing shareholders to participate by electronic means in a general meeting by way inter alia of the following forms of participation: (i) real time transmission of the general meeting;
(ii) real time two-way communication enabling shareholders to address the general meeting from a remote location; or (iii) a mechanism for casting votes, whether before or during the general meeting, without the need to appoint a
proxyholder physically present at the meeting.
The board of directors may also determine that shareholders may vote from
a remote location by correspondence, by means of a form provided by the Company including the following information:
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the name, address and any other pertinent information concerning the shareholder, |
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the number of votes the shareholder wishes to cast, the direction of his or her vote, or his or her abstention, |
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the agenda of the meeting including the draft resolutions, |
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at the discretion of the Company, the option to vote by proxy for any new resolution or any modification of the resolutions that may be proposed
during the meeting or announced by the Company after the shareholder’s submission of the form provided by the Company, |
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the period within which the form and the confirmation referred to below must be received by or on behalf of the Company, and |
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the signature of the shareholder. |
A shareholder using a voting form and who is not directly recorded in the register of shareholders must annex to the voting
form a confirmation of his shareholding as of the Record Date as provided by article 6.3. Once the voting forms are submitted to the Company, they can neither be retrieved nor cancelled, except that in case a shareholder has included a proxy to vote
in the circumstances envisaged in the fourth indent above, the shareholder may cancel such proxy or give new voting instructions with regard to the relevant items by written notice as described in the convening notice, before the date specified in
the voting form.
13.9 Any shareholder who participates in a general meeting of the Company by the foregoing means
shall be deemed to be present, shall be counted when determining a quorum and shall be entitled to vote on all agenda items of the general meeting.
13.10 The board of directors may adopt any regulations and rules concerning the participation of shareholders at
general meetings in accordance with Luxembourg law including with respect to ensuring the identification of shareholders and proxyholders and the safety of electronic communications.
PAGE 14
13.11 In the event that all the shareholders are present or represented at
a general meeting of shareholders and declare that they have been informed of the agenda of the general meeting, the general meeting may be held without prior notice of meeting or publication.
Article 14. Annual general meeting of shareholders
14.1 The annual general meeting of shareholders shall be held in accordance with Luxembourg law at the Company’s
registered office or at any other place in the Grand-Duchy of Luxembourg, during the second or third week of May each year, between 09.00 and 16.00 hours as finally determined by the board of directors and indicated in the convening notice.
14.2 Following the approval of the annual accounts and consolidated accounts, the general meeting shall decide by
special vote on the discharge of the liability of the members of the board of directors.
14.3 General meetings of
shareholders other than the annual general meeting may be held on the dates, at the time and at the place indicated in the notice of meeting.
Article 15. Independent Auditors
The annual accounts and consolidated accounts shall be audited, and the consistency of the management report with those
accounts verified, by one or more independent auditors (“réviseurs d’entreprises”) appointed by the general meeting of shareholders for a period not exceeding three (3) years.
The independent auditor(s) may be re-elected.
They shall record the result of their audit in the reports required by law.
Article 16. Financial year
The Company’s financial year shall commence on 1 January each year and end on 31 December the same year.
Article 17. Allocation of profits
Five per cent (5%) of the Company’s net annual profits shall be allocated to the reserve required by the Law. This
allocation shall cease to be mandatory when that reserve reaches ten per cent (10%) of the subscribed capital. It shall become mandatory once again when the reserve falls below that percentage.
The remainder of the net profit shall be allocated as follows by the general meeting of shareholders upon the proposal of the
board of directors:
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a global amount shall be allocated to the board of directors by way of directors’ fees (“tantièmes”). This amount may
not be less than one million Euro (EUR 1,000,000). In the event that the profits are insufficient, the amount of one million Euro shall be imputed in whole or in part to the charges. The distribution of this amount as amongst the members of the
board of directors shall be effected in accordance with the board of directors’ rules of procedure; |
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the balance shall be distributed as dividends to the shareholders or placed in the reserves or carried forward. |
PAGE 15
Where, upon the conversion of convertible or exchangeable securities into shares
in the Company, the Company proceeds to issue new shares or to attribute shares of its own, those shares shall not take part in the distribution of dividends for the financial year preceding the conversion or exchange, unless the issue conditions of
the convertible or exchangeable securities provide otherwise.
Interim dividends may be distributed under the conditions
laid down by the Law by decision of the board of directors.
No interest shall be paid on dividends declared but not paid
which are held by the Company on behalf of shareholders.
Article 18. Dissolution and liquidation
In the event of a dissolution of the Company, liquidation shall be carried out by one or more liquidators, who may be natural
or legal persons, appointed by the general meeting of shareholders, which shall determine their powers and remuneration.
Article 19. Amendment of the articles of association
The present articles of association may be amended from time to time as considered appropriate by a general meeting of
shareholders subject to the requirements as to quorum and voting laid down by the Law.
By exception to the preceding
paragraph, articles 8.1, 8.4, 8.5, 8.6 and 11.2 as well as the provision of this article 19 may only be amended by a general meeting of shareholders disposing of a majority of votes representing two-thirds of the voting rights attached to the shares
in the Company.
Article 20. Applicable law and jurisdiction
For all matters not governed by the present articles of association, the parties refer to the provisions of the Law.
All disputes which may arise during the duration of the Company or upon its liquidation between shareholders, between
shareholders and the Company, between shareholders and members of the board of directors or liquidators, between members of the board of directors and liquidators, between members of the board of directors or between liquidators of the Company on
account of company matters shall be subject to the jurisdiction of the competent courts of the registered office. To this end, any shareholder, member of the board of directors or liquidator shall be bound to have an address for service in the
district of the court for the registered office and all summonses or service shall be duly made to that address for service, regardless of their actual domicile; if no address for service is given, summonses or service shall be validly made at the
Company’s registered office.
The foregoing provisions do not affect the Company’s right to bring proceedings
against the shareholders, members of the board of directors or liquidators of the Company in any other court having jurisdiction on some other ground and to carry out any summonses or service by other means apt to enable the defendant to defend
itself.
PAGE 16
Exhibit 5.12
ArcelorMittal S.A.
24-26, boulevard d’Avranches
L-1160 Luxembourg
Luxembourg, February 5, 2016
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| O/Ref.: |
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PH/TKA |
| Re: |
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Post-Effective Amendment |
Ladies and Gentlemen:
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1. |
We have acted as your Luxembourg counsel in connection with the filing by ArcelorMittal, a société anonyme organised under the laws of Luxembourg with registered office at 24-26, boulevard
d’Avranches, L-1160 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B 82.454 (the “Company”), of a post-effective amendment on February 5, 2016 (the
“Post-Effective Amendment”) to the registration statement on Form F-3 (File No. 333-202409) (the “Registration Statement”) filed on March 2, 2015, in each case with the United States Securities and
Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”). The Post-Effective Amendment relates to the registration of rights (the
“Rights”) to purchase ordinary shares (the “Shares”) of the Company. |
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2. |
This opinion is rendered to you in order to be filed as an exhibit to the Post-Effective Amendment. |
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3. |
For the purpose of this opinion, we have reviewed the following documents: |
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3.1 |
an e-mailed copy of the Registration Statement; |
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3.2 |
an e-mailed copy of the Post-Effective Amendment; |
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3.3 |
a copy of the Company’s consolidated articles of association (statuts coordonnés) as at January 20, 2016 as deposited in the Company’s file with the RCS on February 2, 2016 (the
“Articles”); |
2, place Winston Churchill - B.P. 425 - L 2014 Luxembourg - T (352) 44 66 44 0 - F (352) 44 22 55
- www.ehp.lu
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3.4 |
an electronic non-certified certificat de non-inscription d’une décision judiciaire (certificate as to the non-inscription of a court decision) issued by the RCS on February 4, 2016 (the
“RCS Certificate”) certifying that as of February 3, 2016 no Luxembourg court decision as to inter alia the faillite (bankruptcy), concordat préventif de faillite (moratorium), gestion
contrôlée (controlled management), sursis de paiement (suspension of payments) or liquidation judiciaire (compulsory liquidation), and no foreign court decision as to faillite, concordat or other
analogous procedures according to Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency proceedings (“Regulation 1346/2000”) is filed with the RCS in respect of the Company; and |
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3.5 |
an electronic non-certified extract issued by the RCS in relation to the Company dated February 4, 2016 (the “Extract”). |
The documents listed under paragraphs 3.1 through 3.5 are hereinafter referred to as the “Documents”.
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4. |
We have made an enquiry on the website of the Bar of Luxembourg (Barreau de Luxembourg) (www.barreau.lu) on February 5, 2016 at 00:01 a.m. (CET) as to whether bankruptcy proceedings against the Company have
been filed with the court in Luxembourg and we have made an electronic company search on the Company on the website of the RCS on February 5, 2016 at 00:02 a.m. (CET) (the “Company Search”). Our enquiries showed that no
bankruptcy procedure had been filed to that time and we have received the RCS Certificate. It should be noted that such searches are subject to the disclaimers on the relevant websites and are not capable of revealing whether a writ has been served
on the Company but has not yet been enrolled with the court and thus we cannot opine thereon or as to whether a writ commencing any such proceeding has been served on the Company but has not yet been enrolled with the court. The search at the RCS
showed further that as at its date no compulsory liquidation procedure is pending in relation to the Company. It should be noted that notice of a winding-up order or a resolution to that effect passed may not be filed with the RCS immediately or
may, even though filed, not be published on the website of the RCS immediately. Thus, we cannot opine as to whether any liquidation procedure has been initiated but not yet filed and published with the RCS. We have not made any enquiries other than
those described in this section 4. |
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5. |
For this opinion, we have relied on the accuracy and completeness of the Articles and that they correctly reflect the issued share capital of the
Company. We have furthermore assumed that all copies of documents that we have reviewed conform to the |
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originals, that all originals are genuine and complete and that each signature is the genuine signature of the individual as signatory on the document. In addition, we have assumed and have not
verified the accuracy as to factual matters of each document we have reviewed. We have furthermore assumed that the Articles have not been amended. |
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6. |
For this opinion, we have assumed the (i) approval by a duly convened and validly held extraordinary general meeting of the shareholders of the Company of sufficient authorised share capital and authorisation to
the board of directors to cancel shareholders’ statutory subscription rights to enable the board of directors to issue the Rights and the new Shares upon exercise of the Rights and (ii) approval by the board of directors of the Company in
accordance with the Articles and the above authorisation of the issue and the terms of the Rights and the issue of the new Shares upon exercise of the Rights. We have further assumed that the terms of the Rights will be in compliance with Luxembourg
law (as defined below) and that the new Shares to be issued and delivered pursuant to the Rights will be issued against a payment in cash of their subscription price and that their subscription price will be equal to or above the accounting par
value of the existing shares. |
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7. |
This opinion is confined to matters of Luxembourg law (as defined below). Accordingly, we express no opinion with regard to any system of law other than the laws of Luxembourg as they stand as of the date hereof and as
such laws as of the date hereof have been interpreted in published case law of the courts of Luxembourg (“Luxembourg law”). This opinion speaks as of the date hereof. No obligation is assumed to update this opinion or to inform any
person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion letter in any respect. |
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8. |
On the basis of the above assumptions and subject to the qualifications set out below, having considered the Documents listed above and having regard to all relevant laws of Luxembourg, we are of the opinion that:
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8.1 |
The Company is a public limited liability company (société anonyme) duly incorporated and existing in Luxembourg. |
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8.2. |
The Company has all the necessary corporate power and authority to issue and deliver Rights and authorised but unissued new Shares to be issued and delivered upon the exercise of such Rights. Based on the assumptions
set out in section 6. above, all corporate action will have been taken by the Company and no other action shall be required to be taken by it, to authorise the issuance and delivery of Rights, and the issuance and delivery of new Shares pursuant to
such Rights. |
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8.3 |
Subject to opinion 8.2., the Company will be bound by the terms of the Rights upon exercise of the Rights thereunder in accordance with their terms. |
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8.4 |
Subject to opinion 8.2 and due payment of their subscription price, the new Shares to be issued and delivered pursuant to the Rights will be validly issued, fully paid and non-assessable (which term when used herein
means that no further sums are required to be paid to the Company by the holders thereof in connection with the issue of such new Shares). |
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9. |
This opinion is subject to any limitations arising from bankruptcy, insolvency, liquidation, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors. Insofar as
the foregoing opinions relate to the valid existence of the Company, they are based solely on the Articles, the Extract and the searches described above in section 4. However such searches are not capable of conclusively revealing whether or not any
bankruptcy (faillite), compulsory liquidation (liquidation judiciaire), re-organisation, reconstruction or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée) or composition
with creditors (concordat) proceedings or voluntary dissolution and liquidation proceedings have been initiated and the relevant corporate documents (including, but not limited to, the notice of a winding-up order or resolution, notice of the
appointment of a receiver, manager, administrator or administrative receiver) may not be held at the RCS immediately and there may be a delay in the relevant notice appearing on the files of the relevant party. |
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10. |
This opinion speaks as of its date and is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any other matters. In this opinion Luxembourg legal
concepts are translated into English terms and not in their original French terms used in Luxembourg laws. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other
jurisdictions. This opinion is governed by Luxembourg law and the Luxembourg courts shall have exclusive jurisdiction thereon. |
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11. |
It is understood that this opinion is to be used only in connection with the offer and sale of Rights and new Shares to be issued and delivered pursuant to such Rights, in each case pursuant to the Registration
Statement, while the Registration Statement is in effect. |
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12. |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name in the Registration Statement under the heading “Validity of the Securities” and
in any prospectus supplement under the “Validity of the Securities”, as Luxembourg counsel for the Company. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement,
including this Exhibit 5.12, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we
assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein. |
Yours faithfully,
/s/ Philippe
Hoss
Philippe Hoss
Elvinger,
Hoss & Prussen
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-202409 on Form F-3 of our
reports dated February 24, 2015, relating to the consolidated financial statements of ArcelorMittal and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the
Company’s change in the composition of reportable segments, as described in Notes 1 and 27), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Company
for the year ended December 31, 2014, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
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| /s/ Deloitte Audit S.à.r.l. |
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| Luxembourg, Grand Duchy of Luxembourg |
| February 4, 2016 |
Exhibit 23.4
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| CONSENT OF CARDNO, INC. |
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| We hereby consent to (a) being named in the Annual Report on Form 20-F of ArcelorMittal for the year ended December 31, 2014 (the “2014 20-F”) as having prepared certain coal reserve estimates and
(b) the incorporation by reference of the 2014 20-F into this Post-Effective Amendment to ArcelorMittal’s Registration Statement on Form F-3. |
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Cardno, Inc.
534 Industrial Park Road
Bluefield, VA 24605 USA
Phone +1 276 322 5467
Fax +1 276 322 5460
www.cardno.com |
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CARDNO INC. |
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By: |
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/s/ J. Scott Nelson |
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[J. Scott Nelson, C.P.G.] |
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[Principal, Practice Leader – Geology] |
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| [Blacksburg, Virginia] |
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| [January 29, 2016] |
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By: |
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/s/ Justin S. Douthat |
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[Justin S. Douthat, P.E., M.B.A.] |
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[Principal, Business Unit Manager – Mining Advisory Services] |
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| [Bluefield, Virginia] |
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| [January 29, 2016] |
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Australia • Belgium • Canada • Colombia • Ecuador • Germany • Indonesia • Italy •
Kenya • New Zealand • Papua New Guinea • Peru • Tanzania • United Arab Emirates •
United Kingdom • United States • Operations in 85 countries
Exhibit 23.5
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SRK Consulting (UK) Limited |
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5th Floor Churchill House |
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17 Churchill Way |
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City and County of Cardiff |
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CF10 2HH, Wales |
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United Kingdom |
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E-mail: enquiries@srk.co.uk |
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URL: |
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www.srk.co.uk |
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Tel: |
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+ 44 (0) 2920 348 150 |
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Fax: |
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+ 44 (0) 2920 348 199 |
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| Our Ref: 800063_1(SRK Consulting Consent Language).DOCX |
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28 January 2016 |
Dear Sirs/Mesdames
I hereby
consent to (a) SRK Consulting UK Ltd. being named in the Annual Report on Form 20-F of ArcelorMittal SA for the year ended December 31, 2014 (the “2014 20-F”) as having conducted independent audits of the 2011 iron ore reserve
estimates on ArcelorMittal SA’s properties in Kazakhstan, Bosnia and Ukraine, and coal reserve estimates on ArcelorMittal SA’s properties in Russia and Kazakhstan and (b) the incorporation by reference of the 2014 20-F into this Post-
Effective Amendment to ArcelorMittal’s Registration Statement on Form F-3.
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| Yours truly, |
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| /s/ Keith Philpott |
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/s/ Richard Oldcorn |
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| Keith Philpott |
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Richard Oldcorn |
| Corporate Consultant, Coal Geology SRK
Consulting (UK) Limited |
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Chairman and Corporate Consultant (Due Diligence)
SRK Consulting (UK) Limited |
Exhibit 23.6
February 3, 2016
United
States Securities Exchange Commission
Dear Sirs/Mesdames:
I hereby consent to (a) Roscoe Postle Associates Inc. being named in the Annual Report on Form 20-F of ArcelorMittal SA for the year ended
December 31, 2014 (the “2014 20-F”) as having (i) conducted independent audits of the 2011 iron ore reserve estimates on ArcelorMittal SA’s properties in Canada, Mexico, Liberia, and United States and (ii) completed an
independent audit of the 2013 iron ore reserve estimates on ArcelorMittal SA’s properties in Liberia and in Canada, including Baffinland, and (b) the incorporation by reference of the 2014 20-F into this Post-Effective Amendment to
ArcelorMittal’s Registration Statement on Form F-3.
Yours truly,
Roscoe Postle Associates Inc.
Per:
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| /s/ Graham G. Clow |
| Graham G. Clow, P.Eng. |
| Chairman |
RPA Inc. 55 University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 | T +1 (416) 947 0907 www.rpacan.com
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