ArcelorMittal Announces Invitation for
Offers to Sell for Cash up to the Maximum Acceptance
Amount of itsEUR 750,000,000
3.125% Notes due 14 January 2022 (the “2022 Bonds”), of which EUR
750,000,000 in aggregate principal amount are outstanding
and
EUR 500,000,000 0.95% Notes due 17
January 2023 (the “2023 Bonds”) , of which EUR 500,000,000 in
aggregate principal amount are outstanding
Luxembourg, 5 October 2020 – [Time] CET –
ArcelorMittal (“ArcelorMittal” or the
“Company”) announces the commencement of an
invitation (subject to offer restrictions) to holders of the bonds
(the “Bondholders”) set forth in the table below
(the “Bonds”) to submit offers to sell for cash
(each such offer, an “Offer to Sell”) up to a
maximum aggregate principal amount of €1.0 billion (the
“Maximum Acceptance Amount”) of the Bonds to
the Company (the “Invitation”).
Description of the Bonds |
ISIN |
Listing |
Minimum Denomination |
Outstanding aggregate principal amount |
Purchase Price |
EUR 750,000,000 3.125% Notes due 14 January 2022 |
XS1167308128 |
Luxembourg |
€100,000 |
€750,000,000 |
103.60% (€1,036 for each €1,000 in principal amount) |
EUR 500,000,000 0.95% Notes due 17 January 2023 |
XS1730873731 |
Luxembourg |
€100,000 |
€500,000,000 |
99.80% (€998 for each €1,000 in principal amount) |
This announcement does not contain the full terms and conditions
of the Invitation, which are contained in the invitation for offers
dated 5 October 2020 prepared by ArcelorMittal (as it may be
amended or supplemented from time to time, the “Invitation
for Offers”), and are subject to the offer restrictions
set out below and more fully described in the Invitation for
Offers.
The Invitation will commence on 5 October 2020 and will expire
at 17.00 hours CEST on 13 October 2020 (the “Invitation
Period”), unless the Invitation Period is extended,
withdrawn, terminated or amended at the sole discretion of the
Company. Offers to Sell, once submitted, may not be withdrawn
except in the limited circumstances described in the section
“Amendment and Termination” of the Invitation for Offers.
Subject to the right of the Company to extend,
re-open, withdraw, terminate or amend the terms and conditions of
the Invitation, the Company may purchase for cash up to the Maximum
Acceptance Amount of Bonds validly offered for sale by Bondholders
in accordance with the terms set out in the Invitation for Offers.
For the avoidance of doubt, the Company may choose to purchase none
of the Bonds offered for sale or to accept significantly more or
less (or none) of any Series as compared to any other Series. In
the event that the Offers to Sell received by the Tender Agent are
in respect of an aggregate principal amount of Bonds that is
greater than the Maximum Acceptance Amount (as amended, if
applicable), the Company intends to accept the offered Bonds on a
pro rata basis by applying the relevant Pro-Rating Factor, as more
fully described in the Invitation for Offers.
A separate Offer to Sell must be
submitted on behalf of each beneficial owner of the Bonds, given
the possible proration.
The price payable per principal amount of the
Bonds in respect of which Offers to Sell are accepted will be:
- (i) with respect to the 2022 Bonds, a fixed price of 103.6% or
(ii) with respect to the 2023 Bonds, a fixed price of 99.8% (in
each case the “Purchase Price”), plus in each
case,
- accrued and unpaid interest on the Bonds from and including the
immediately preceding interest payment date for such Bonds up to,
but excluding, the Settlement Date (as defined herein)
(“Accrued Interest”).
Concurrently with the Invitation, the Company is
making an offer to purchase for cash any and all of the USD
denominated 6.125% Notes due 1 June 2025 (the “Concurrent
USD Offer”). The Concurrent USD Offer is not being made
pursuant to the Invitation for Offers.
The Company will fund purchases of bonds
tendered in the Invitation and the Concurrent USD Offer with
existing cash resources. The Invitation and the Concurrent USD
Offer are being made to reduce the Company’s gross debt through the
early repayment and cancelation of the 2022 Bonds and the 2023
Bonds and the bonds offered in the Concurrent USD Offer that are
accepted for purchase pursuant to the Invitation and the Concurrent
USD Offer.
The Settlement Date for the Invitation is
expected to take place on or about 15 October 2020 (the
“Settlement Date”).
Banco Bilbao Vizcaya Argentaria, S.A., Citigroup
Global Markets Limited, HSBC Bank plc, Mizuho International plc and
Natixis have been appointed to serve as the dealer managers for the
Offers. D.F. King Ltd. has been retained to serve as the
information and tender agent (“Tender
Agent”).
For additional information regarding the terms
of the Invitation, please contact Banco Bilbao Vizcaya Argentaria,
S.A. at +44 207 397 6061 or +44 207 397 6029, Citigroup Global
Markets Limited at +44 20 7986 8969, HSBC Bank plc at +44 20 7992
6237, Mizuho International plc at +44 20 7090 6134 and Natixis at
+33 1 58 55 08 14. Requests for documents and questions regarding
the offers to sell Bonds may be directed to D.F. King Ltd. via
email: arcelormittal@dfkingltd.com, or telephone: London: +44 20
7920 9700.The Invitation for Offers is expected to be distributed
to Bondholders today. This announcement must be read in conjunction
with the Invitation for Offers. Subject to the relevant
restrictions, a copy of the Invitation for Offers is also available
at the Offer Website https://sites.dfkingltd.com/arcelormittal and
may be obtained at no charge from D.F. King Ltd.
None of ArcelorMittal, the Dealer Managers, the
Information and Tender Agent makes any recommendation as to whether
any Bondholders should tender or refrain from tendering all or any
portion of the principal amount of such Bonds.
This announcement is neither an offer to
purchase nor a solicitation to buy any of these Bonds nor is it a
solicitation for acceptance of the Invitation. ArcelorMittal is
making the Invitation only by, and pursuant to the terms of, the
Invitation for Offers. The Invitation is not being made to (nor
will offers to sell Bonds be accepted from or on behalf of) holders
of Bonds in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
Capitalized terms used and not defined herein
have the meanings ascribed to them in the Invitation For
Offers.
###
United States. The Invitation
is not being made and will not be made directly or indirectly in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, or to beneficial owners of the Bonds who
are located in the United States as defined in Regulation S of the
U.S. Securities Act of 1933, as amended (the “Securities
Act”), or to U.S. Persons as defined in Regulation S of
the Securities Act (each a “U.S. Person”) and the
Bonds may not be offered for sale in the Invitation by any such
use, means, instrumentality or facility from or within the United
States, by persons located or resident in the United States or by
U.S. Persons. Accordingly, copies of the Invitation for Offers and
any documents or materials related to the Invitation are not being,
and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded in or into the United States
or to any such person. Any purported Offer to Sell in response to
the Invitation resulting directly or indirectly from a violation of
these restrictions will be invalid, and Offers to Sell made by a
person located in the United States or any agent, fiduciary or
other intermediary giving instructions from within the United
States or any U.S. Person will not be accepted.
Each Bondholder participating in the Invitation
will represent that it is not a U.S. Person, is not located in the
United States and is not participating in such Invitation from the
United States. For the purposes of this and the above paragraph,
“United States” has the meaning given to it in Regulation S of the
Securities Act and includes the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
European Economic Area and the United
Kingdom. In any European Economic Area
(“EEA”) member state and the United Kingdom (each,
a “Relevant State”), the Invitation for Offers is
only addressed to and is only directed at qualified investors
within the meaning of Regulation (EU) 2017/1129 (as amended or
superseded) (the “Prospectus Regulation”), in that
Relevant State. Each person in a Relevant State who receives any
communication in respect of the Invitation contemplated in the
Invitation for Offers will be deemed to have represented, warranted
and agreed to and with the Dealer Managers and the Company that it
is a qualified investor within the meaning of Article 2(e) of the
Prospectus Regulation.
United Kingdom. This
communication, the Invitation for Offers and any other documents or
materials relating to the Invitation is for distribution only to
persons who (i) are outside the United Kingdom; (ii) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”); (iii)
are persons falling within Article 49(2)(a) to (d) (“high net worth
companies, unincorporated associations etc.”) of the Order; (iv)
are members or creditors of certain bodies corporate as defined by
or within Article 43(2) of the Order; or (v) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as “relevant
persons”). This document is directed only at relevant persons and
must not be acted or relied on by persons who are not relevant
persons. Any investment or investment activity to which this
document relates is available only to relevant persons and will be
engaged in only with relevant persons.
France. The Invitation for
Offers nor any other documents or offering materials relating to
the Invitation have been distributed or caused to be distributed
and will not be distributed or caused to be distributed in France,
other than to qualified investors (investisseurs qualifiés), as
defined in Article L. 411-2 1° of the French Code monétaire et
financier and in Article 2(e) of the Prospectus Regulation. Neither
the Invitation for Offers, nor any other such offering material has
been submitted for clearance to the Autorité des marchés
financiers. By participating in the Invitation, an investor
resident and/or located in France will be deemed to represent and
warrant to the Company, the Dealer Managers and the Information and
Tender Agent that it is a qualified investor.
Italy. None of the Invitation, the Invitation
for Offers or any other documents or materials relating to the
Invitation have been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa
(“CONSOB”) pursuant to applicable Italian laws and
regulations.
The Invitation is being carried out in the Republic of Italy
(“Italy”) as an exempted offer pursuant to article
101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24
February 1998, as amended (the “Consolidated Financial
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended (the “Issuer’s
Regulation”). The Invitation is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers’
Regulation.
Bondholders or beneficial owners of the Bonds
located in Italy may tender the Bonds through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with
the Consolidated Financial Act, CONSOB Regulation No. 20307 of 15
February 2018, as amended, and Legislative Decree No. 385 of 1
September 1993, as amended from time to time, and Legislative
Decree No. 385 of 1 September 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority. Each intermediary must
comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the
Bonds or the Invitation.
###
About ArcelorMittal
ArcelorMittal is the world's leading steel and
mining company, with a presence in 60 countries and primary
steelmaking facilities in 18 countries. In 2019, ArcelorMittal had
revenues of $70.6 billion and crude steel production of 89.8
million metric tonnes, while iron ore production reached 57.1
million metric tonnes. Our goal is to help build a better world
with smarter steels. Steels made using innovative processes which
use less energy, emit significantly less carbon and reduce costs.
Steels that are cleaner, stronger and reusable. Steels for electric
vehicles and renewable energy infrastructure that will support
societies as they transform through this century. With steel at our
core, our inventive people and an entrepreneurial culture at heart,
we will support the world in making that change. This is what we
believe it takes to be the steel company of the future.
ArcelorMittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MT), Luxembourg (MT) and on the Spanish
stock exchanges of Barcelona, Bilbao, Madrid and Valencia (MTS).
For more information about ArcelorMittal please visit:
http://corporate.arcelormittal.com/
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Contact information ArcelorMittal Investor
Relations |
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Europe |
+44 20 7543 1156 |
Americas |
+1 312 899 3985 |
Retail |
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SRI |
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Bonds/Credit |
+33 171 921 026 |
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Contact information ArcelorMittal Corporate
Communications |
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E-mail: |
press@arcelormittal.com |
Phone: |
+442076297988 |
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ArcelorMittal Corporate Communications |
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Paul Weigh |
+44 20 3214 2419 |
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