NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO CANADA, AUSTRALIA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE
PROHIBITED BY APPLICABLE LAW
This announcement is for distribution
only to persons who (a) have professional experience in matters
relating to investments falling within Article 19(5) of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Order”); (b) are persons falling within
Article 49(2)(a) to (d) (“high net worth companies, unincorporated
associations, etc.”) of the Order; (c) are outside the United
Kingdom (“UK”); or (d) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to as “relevant persons”). This
announcement is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this announcement
relates is available only to relevant persons and will be engaged
in only with relevant persons.
This announcement and this offering are
only addressed to and directed at persons in Member States of the
European Economic Area (“EEA”) and in the UK who are "Qualified
Investors" within the meaning of Article 2(e) of the Prospectus
Regulation. The shares and the mandatorily convertible notes are
only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be
engaged in only with Qualified Investors.
This announcement must not be acted on or
relied on in any member state of the EEA or in the UK by persons
who are not Qualified Investors. For the purposes
of this provision the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129 (as amended or superseded).
References in this announcement to regulations or
directives include, in relation to the UK, those regulations or
directives as they form part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 or have been implemented in UK
domestic law, as appropriate.
Luxembourg, 12 May 2020 - ArcelorMittal (the
“Company”) announces the pricing of its offerings of common shares,
without nominal value and mandatorily convertible subordinated
notes, which were announced earlier today. The total aggregate
gross proceeds from the offerings are approximately USD 2.0 billion
(before deduction of commissions). The share offering is for an
aggregate amount of USD 750 million, representing approximately
80.9 million common shares at an offering price of USD 9.27
(EUR 8.57 at a EUR/USD conversion rate of 1.0816) per share. The
mandatorily convertible notes offering involves USD 1.25 billion
aggregate principal amount of mandatorily convertible notes. The
mandatorily convertible notes will have a maturity of 3
years, will be issued at 100% of the principal amount and will be
mandatorily converted into common shares of the Company upon
maturity (unless earlier converted at the option of the holders or
ArcelorMittal or upon certain specified events), all in accordance
with the terms of the mandatorily convertible notes. The
mandatorily convertible notes will pay a coupon of 5.50% per annum,
payable quarterly in arrears. The minimum conversion price of the
mandatorily convertible notes will be equal to USD 9.27,
corresponding to the offering price of the shares as described
above, and the maximum conversion price has been set at
approximately 117.5% of the minimum conversion price (corresponding
to USD 10.89). ArcelorMittal intends to use the net proceeds from
the offerings for general corporate purposes, to deleverage and to
enhance liquidity, thereby building additional resilience going
forward in what remains an uncertain environment.
ArcelorMittal’s liquidity position (cash and cash equivalents
and availability under credit facilities) stood at approximately
USD 10 billion as at March 31, 2020, supplemented by a new USD 3
billion (equivalent) credit facility as announced on April 16, 2020
(and fully executed on May 5, 2020). Following the closing of
the offerings, commitments under this credit facility will be
cancelled in proportion to the proceeds of the offerings less
certain costs.
BNP Paribas, Crédit Agricole Corporate and Investment Bank,
Goldman Sachs & Co. LLC, J.P. Morgan and Société Générale are
acting as Joint Global Coordinators and Joint Bookrunners of the
offerings, and Banco Bilbao Vizcaya Argentaria, S.A., BofA
Securities, Inc., Commerzbank AG, HSBC Securities (USA) Inc., ING
Belgium SA/NV, Mizuho International plc, Natixis and UniCredit Bank
AG are acting as Joint Bookrunners of the offerings.
A Mittal family trust participated in the offerings by placing
an order in an aggregate amount of USD 200 million, split as
follows: USD 100 million of mandatorily convertible notes and USD
100 million of shares, and will be subject to a lock-up period of
180 days, subject to customary exceptions.
Under the terms of the offerings, there will be a 180-day
lock-up period for the Company on issuances or sales of shares and
securities exchangeable for or convertible into shares, subject to
customary exceptions.
Settlement of the share offering is expected to occur on or
around May 14, 2020. Settlement of the mandatorily convertible
notes offering is expected to occur on or around May 18, 2020.
ArcelorMittal has applied to list the mandatorily convertible notes
on the New York Stock Exchange (“NYSE”), subject to satisfaction of
the NYSE's minimum equity listing standards with respect to the
mandatorily convertible notes. There can be no assurance that such
requirement will be satisfied. If the mandatorily convertible notes
are approved for listing, ArcelorMittal expects trading on the NYSE
to begin within 30 calendar days after the mandatorily convertible
notes are first issued. Important Notice
The Company has filed a registration statement
(including a prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the
Company has filed with the SEC for more complete information about
the Company and these offerings. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, copies may be obtained from Goldman Sachs & Co.
LLC at 1-212-902-1171.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
This press release may contain forward-looking
information and statements about ArcelorMittal and its
subsidiaries. These statements include financial projections and
estimates and their underlying assumptions, statements regarding
plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future
performance, including statements regarding the completion of the
offerings and use of proceeds. Forward-looking statements may be
identified by the words "believe," "expect," "anticipate," "target"
or similar expressions. Although ArcelorMittal's management
believes that the expectations reflected in such forward-looking
statements are reasonable, investors and holders of ArcelorMittal's
securities are cautioned that forward-looking information and
statements are subject to numerous risks and uncertainties, many of
which are difficult to predict and generally beyond the control of
ArcelorMittal, that could cause actual results and developments to
differ materially and adversely from those expressed in, or implied
or projected by, the forward-looking information and statements.
These risks and uncertainties include those discussed or identified
in the filings with the SEC made or to be made by ArcelorMittal,
including ArcelorMittal's Annual Report on Form 20-F for the year
ended December 31, 2019 filed with the SEC. ArcelorMittal
undertakes no obligation to publicly update its forward-looking
statements, whether as a result of new information, future events,
or otherwise.
No communication and no information in respect
of the offering of securities may be distributed to the public in
any jurisdiction where a registration or approval is required. The
offering or subscription of securities may be subject to specific
legal or regulatory restrictions in certain jurisdictions.
ArcelorMittal takes no responsibility for any violation of any such
restrictions by any person.
MiFID II Directive 2014/65/EU (as amended,
"MiFID II") professionals/ECPs-only / No PRIIPs KID –
Manufacturer target market (MiFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail in EEA.
In connection with the offerings, the Joint
Bookrunners or any of their respective affiliates acting as an
investor for their own account may take up as a proprietary
position any shares or mandatorily convertible notes and in
that capacity may retain, purchase or sell for their own account
such shares or mandatorily convertible notes. In addition
they may enter into financing arrangements and swaps with investors
in connection with which they may from time to time acquire, hold
or dispose of shares or mandatorily convertible notes. They do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Joint Bookrunners are acting on behalf
of the Company and no one else in connection with the
offerings, and will not be responsible to any other person for
providing the protections afforded to any of their respective
clients or for providing advice in relation to the offerings. None
of the Joint Bookrunners will regard any other person as its client
in relation to the offerings.
This announcement contains inside information
for the purposes of Article 7 of Regulation (EU) No 596/2014.
Enquiries: ArcelorMittal corporate
communications (E-mail: press@arcelormittal.com) +44 0207 629 7988.
Contact: Paul Weigh +44 203 214 2419.
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