ArcelorMittal Enters into Separate, Privately Negotiated Agreements with Certain Holders of its 5.50% Mandatorily Convertible...
December 15 2020 - 3:40PM
ArcelorMittal Enters into Separate, Privately Negotiated Agreements
with Certain Holders of its 5.50% Mandatorily Convertible
Subordinated Notes due 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE PROHIBITED BY
APPLICABLE LAW.
15 December, 2020, 22:40 CET
ArcelorMittal (the “Company” or “ArcelorMittal”) announced today
that the Company has entered into separate, privately negotiated
exchange agreements with a limited number of holders of the
Company’s 5.50% Mandatorily Convertible Subordinated Notes due 2023
(the “Notes”).
Pursuant to the exchange agreements, the Company will exchange
$246.8 million in aggregate principal amount of the Notes, for an
aggregate of (i) 22,653,933 shares (all existing shares held in
treasury) of ArcelorMittal common stock (i.e. the minimum
conversion ratio under the Notes) plus (ii) $25.4 million
(including accrued interest on the exchanged Notes up to, but
excluding, the settlement date). The Company will not receive any
proceeds from the delivery of such shares of common stock. The
exchanges are expected to close on or about 22 December 2020,
subject to customary closing conditions. Following completion of
the exchanges, approximately $1.0 billion aggregate principal
amount of the Notes will remain outstanding.
J.P. Morgan Securities plc is acting as the exclusive exchange
agent in connection with the transaction.
ENDSImportant
InformationThis press release shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of any 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. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.The securities being offered
pursuant to the transaction described in this press release (the
“Securities”) have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (“Securities Act”), or with
any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, delivered or otherwise distributed absent registration,
except in reliance on an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offering of the Securities in the United States or elsewhere.This
press release 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 press release 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 press release relates is available only to relevant
persons and will be engaged in only with relevant persons.This
press release is 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 Securities 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 press release 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 press
release 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.No
public offering of the Securities is being made in the United
Kingdom. In the United Kingdom, all offers of the Securities will
be made pursuant to an exemption under the Prospectus Regulation
(as defined above) from the requirement to produce a prospectus. No
prospectus will be made available in connection with the
transaction and no such prospectus is required to be published in
accordance with the Prospectus Regulation.This press release has
been issued by, and is the sole responsibility of, the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by J.P. Morgan Securities plc or by any of its
affiliates or agents as to or in relation to, the accuracy or
completeness of this press release or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.J.P. Morgan Securities plc is acting on behalf
of the Company and no one else in connection with the transaction,
and will not be responsible to any other person for providing the
protections afforded to any of its clients or for providing advice
in relation to the transaction. J.P. Morgan Securities plc will not
regard any other person as its client in relation to the
transaction.The distribution of this press release and the offering
of the Securities in certain jurisdictions may be restricted by
law. No action has been taken by the Company or J.P. Morgan
Securities plc that would permit an offering of such Securities or
possession or distribution of this press release or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this press release comes are required by the
Company and J.P. Morgan Securities plc to inform themselves about,
and to observe, such restrictions.The information contained in this
press release is subject to change without notice and, except as
required by applicable law, the Company and J.P. Morgan Securities
plc do not assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
in it and nor do they intend to. This press release does not
identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in
the Securities. Any investment decision to participate in the
transaction and acquire the Securities must be made solely on the
basis of publicly available information, which has not been
independently verified by J.P. Morgan Securities plc.The
information in this press release may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorized.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other jurisdictions.
This press release does not represent the announcement of a
definitive agreement to proceed with the transaction and,
accordingly, there can be no certainty that the transaction will
proceed. The Company reserves the right not to proceed with the
transaction or to vary any terms of the transaction in any
way.NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING
OF THE SECURITIES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORIZED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE SECURITIES.
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 U.S.$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 |
+44 20 7543 1156 |
SRI |
+44 20 7543 1156 |
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
Communications |
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Paul Weigh |
+44 20 3214 2419 |
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