ArcelorMittal Announces Offer to Purchase for Cash Any and All of its 9.850% Notes due June 1, 2019
(Thomson Reuters ONE) -
ArcelorMittal S.A. /
ArcelorMittal Announces Offer to Purchase for Cash Any and All of its 9.850%
Notes due June 1, 2019
. Processed and transmitted by NASDAQ OMX Corporate Solutions.
The issuer is solely responsible for the content of this announcement.
May 11, 2016 - ArcelorMittal (the "Company" or "ArcelorMittal") announces the
launch of its tender offer (the "Offer") to purchase for cash any and all of its
outstanding 9.850% Notes due June 1, 2019 (CUSIP 03938LAM6/ ISIN US03938LAM63)
(the "Notes").
Outstanding Tender
Title of Security CUSIP/ISIN Principal Amount Consideration((2))
9.850% Notes due 03938LAM6/ $1,500,000,000 $1,170.00
June 1, 2019((1)) US03938LAM63
1. The interest rate on the Notes increased pursuant to an interest adjustment
clause applicable to the Notes and is currently 10.850%.
2. Per $1,000 principal amount of Notes validly tendered and not validly
withdrawn. Does not include Accrued Interest (as defined herein).
This announcement does not contain the full terms and conditions of the Offer,
which are contained in the offer to purchase dated May 11, 2016 (as it may be
amended or supplemented from time to time, the "Offer to Purchase") and the
Notice of Guaranteed Delivery, and is subject to the offer restrictions set out
below and more fully described in the Offer to Purchase.
Notes may be validly tendered at any time on or before 5:00 p.m., New York City
time, on May 18, 2016, unless extended or earlier terminated (as may be extended
or earlier terminated, the "Expiration Time"). Notes must be tendered in
accordance with the procedures set forth in the Offer to Purchase. Subject to
certain conditions, Holders may tender Notes in the Offer pursuant to guaranteed
delivery procedures by transmitting a Notice of Guaranteed Delivery to the
Tender Agent prior to the Expiration Time, as described in more detail in the
section "The Offer-Procedures for Tendering Notes-Guaranteed Delivery Procedure
for Notes" in the Offer to Purchase.
With respect to the Notes validly tendered prior to the Expiration Date and not
validly withdrawn and accepted for purchase pursuant to the Offer, other than
Notes tendered pursuant to the guaranteed delivery procedures, the Company
expects to pay the notes tender consideration (the "Tender Consideration"),
which is the U.S. dollar amount payable per $1,000 principal amount of the Notes
set forth in the table above, together with any Accrued Interest, to the Holders
thereof on the first Business Day after the Expiration Time (the "Any and All
Settlement Date"). With respect to Notes tendered pursuant to the guaranteed
delivery procedures and accepted for purchase by the Company, if any, the
Company expects to pay the Tender Consideration, together with any Accrued
Interest, to the Holders thereof on the third Business Day after the Expiration
Time.
The Tender Consideration will be payable in cash. In addition to the Tender
Consideration, Holders who tender Notes that are accepted for purchase pursuant
to the Offer will also be paid accrued and unpaid interest from, and including,
the immediately preceding interest payment date for the Notes to, but excluding,
the Any and All Settlement Date (the "Accrued Interest").
Notes tendered may only be withdrawn at or prior to 5:00 p.m., New York City
time, on May 18, 2016 (such date and time, as the same may be extended, the
"Withdrawal Deadline") but, except as otherwise provided, not thereafter.
ArcelorMittal will fund the Offer with existing cash resources, including the
proceeds of its rights offering that closed on April 8, 2016. The Offer is being
made to reduce gross debt through the early repayment of medium-term maturing
bonds.
Barclays Capital Inc., BNP Paribas, Citigroup Global Markets Limited and J.P.
Morgan Securities LLC have been appointed to serve as the dealer managers for
the Offer. D.F. King has been retained to serve as the information agent and
tender agent in connection with the Offer.
For additional information regarding the terms of the Offer, please contact
Barclays Capital Inc. by email at liability.management(at)barclays.com or by
telephone at +1 800 438 3242 (toll free within the U.S.), collect at
+1 212 528 7581 or +44 20 3134 8515 (London), BNP Paribas at +1 888 210 4358
(toll free within the U.S.) or collect at +1 212 841 3059, Citigroup Global
Markets Limited by email at liabilitymanagement.europe(at)citi.com or by telephone
at +44 20 7986 8969 (London), +1 800 558 3745 (toll free within the U.S.) or
collect at +1 212 723 6106 or J.P. Morgan Securities LLC at +1 866 834 4666
(toll free within the U.S.) or collect at +1 212 834 3424. Requests for
documents and questions regarding the tender of Notes may be directed to D.F.
King via email: arcelor(at)dfkingltd.com or telephone: London: +44 (0)20
7920 9700, New York: +1 800 814 4284 (toll free within U.S.) or collect at +
1 212 269 5550, and Hong Kong: +852 3953 7230.
The Offer to Purchase is expected to be distributed to holders of Notes
beginning today. A copy of the Offer to Purchase (including the Notice of
Guaranteed Delivery for the Offer) is available at http://www.dfking.com/arcelor
and may also be obtained at no charge from D.F. King.
None of ArcelorMittal, the dealer managers or the information and tender agent
makes any recommendation as to whether any holder of the Notes should tender or
refrain from tendering all or any portion of the principal amount of the Notes.
Capitalized terms used and not defined herein have the meanings ascribed to them
in the Offer to Purchase.
Important Information
This press release is neither an offer to purchase nor a solicitation to buy any
Notes nor is it a solicitation for acceptance of the Offer. The Company is
making the Offer only by, and pursuant to the terms of, the Offer to Purchase.
The Offer is not being made to (nor will tenders of Notes be accepted from or on
behalf of) holders of Notes 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. This announcement must be read in conjunction
with the Offer to Purchase.
###
United Kingdom. The communication of the Offer to Purchase and any other
documents or materials relating to the Offer has not been approved by an
authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or materials is
exempt from the restriction on financial promotions under section 21(1) of the
FSMA on the basis that it is only directed at and may only be communicated to:
(1) persons who are outside the United Kingdom (2) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")); (3) those persons who are
existing members or creditors of the Company or other persons within Article
43(2) of the Order; (4) high net worth companies, and other persons to whom it
may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order or (5) any other persons to whom such documents and/or materials may
lawfully be communicated in circumstances in which section 21(1) of the FSMA
does not apply to the Company (all such persons together being referred to as
"relevant persons"). The Offer to Purchase and any other documents are materials
relating to the Offer are only available to relevant persons. Any person who is
not a relevant person should not act or rely on this document or any of its
contents.
France. The Offer is not being made, directly or indirectly, to the public in
the Republic of France. The Offer to Purchase and any other documents or
offering material relating to the Offer may not be distributed or caused to be
distributed to the public in the Republic of France. Only (a) persons providing
investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs
qualifiés) acting for their own account, other than individuals (each a
"Qualified Investor") as defined in, and in accordance with, Articles L. 411-1,
L. 411-2 and D. 411-1 of the French Code monétaire et financier and applicable
regulations thereunder, are eligible to participate in the Offer. Neither the
Offer to Purchase, nor any other such offering material has been submitted for
clearance to the Autorité des marchés financiers.
Italy. None of the Offer, the Offer to Purchase or any other documents or
materials relating to the Offer has been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to applicable Italian laws and regulations. The Offer is being carried
out in the Republic of Italy ("Italy") as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998,
as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial
owners of the Notes that are resident or located in Italy can tender their Notes
for purchase through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 16190 of
October 29, 2007, as amended, and Legislative Decree No. 385 of September
1, 1993, as amended) and in compliance with any other applicable laws and
regulations and with any requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply with applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the Notes
or the Offer to Purchase.
Belgium. Neither the Offer to Purchase nor any other document or materials
relating to the Offer has been, or will be, submitted or notified to, or
approved by, the Belgian Financial Services and Markets Authority ("Autorité des
services et marchés financiers"/"Autoriteit voor Financiële Diensten en
Markten"). The Offer is not being made in Belgium by way of a public offering
within the meaning of Articles 3, §1, 1° and 6, §1 of the Belgian Law of April
1, 2007 on public takeover bids ("loi relative aux offres publiques
d'acquisition"/"wet op de openbare overnamebiedingen"), as amended from time to
time. Accordingly, the Offer to Purchase may not be, and is not being,
advertised and the Offer will not be extended and the Offer to Purchase and any
other documents or materials relating to the Offer may not, has not, and will
not, be distributed, directly or indirectly, to any person in Belgium other than
to "qualified investors" ("investisseur qualifié"/"gekwalificeerde belegger")
within the meaning of Article 10, §1 of the Belgian Law of June 16, 2006 on the
public offering of securities and the admission of securities to trading on a
regulated market ("loi relative aux offres publiques d'instruments de placement
et aux admissions d'instruments de placement à la négociation sur des marchés
réglementés"/"wet op de openbare aanbieding van beleggingsinstrumenten en de
toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde
markt") (as amended from time to time), as referred to in Article 6, §3, of said
Belgian Law of April 1, 2007 on public takeover bids. Insofar as Belgium is
concerned, the Offer is made only to qualified investors, as this term is
defined above. Accordingly, the information contained in the Offer to Purchase
or in any other document or materials relating to the Offer may not be used for
any other purpose or disclosed or distributed to any other person in Belgium.
About ArcelorMittal
ArcelorMittal is the world's leading steel and mining company, with a presence
in 60 countries and an industrial footprint in 19 countries. Guided by a
philosophy to produce safe, sustainable steel, we are the leading supplier of
quality steel in the major global steel markets including automotive,
construction, household appliances and packaging, with world-class research and
development and outstanding distribution networks.
Through our core values of sustainability, quality and leadership, we operate
responsibly with respect to the health, safety and wellbeing of our employees,
contractors and the communities in which we operate.
For us, steel is the fabric of life, as it is at the heart of the modern world
from railways to cars and washing machines. We are actively researching and
producing steel-based technologies and solutions that make many of the products
and components people use in their everyday lives more energy efficient.
We are one of the world's five largest producers of iron ore and metallurgical
coal and our mining business is an essential part of our growth strategy. With a
geographically diversified portfolio of iron ore and coal assets, we are
strategically positioned to serve our network of steel plants and the external
global market. While our steel operations are important customers, our supply to
the external market is increasing as we grow.
In 2015, ArcelorMittal had revenues of US$63.6 billion and crude steel
production of 92.5 million tonnes, while own iron ore production reached 62.8
million tonnes.
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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|ArcelorMittal Corporate Communications |
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|Paul Weigh +442032142419 |
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|Sylvie Dumaine / Anne-Charlotte Creach +33153707470 |
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(ii) they are solely responsible for the content, accuracy and
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Source: ArcelorMittal S.A. via GlobeNewswire
[HUG#2011816]
Unternehmensinformation / Kurzprofil:
Datum: 11.05.2016 - 15:33 Uhr
Sprache: Deutsch
News-ID 470337
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