Wrap Text
Posting of circular and notice of general meeting
ArcelorMittal South Africa Limited
Incorporated in the Republic of South Africa
(Registration number: 1989/002164/06)
Share code: ACL ISIN: ZAE000134961
(“ArcelorMittal South Africa“, “the company” or “group”)
UPDATED PRO FORMA FINANCIAL EFFECTS AND NOTICE OF GENERAL MEETING REGARDING THE ARCELORMITTAL PROPOSED IKAGENG
BROAD-BASED EMPLOYEE SHARE SCHEME (the “Scheme”), OPERATED THROUGH THE IKAGENG BROAD-BASED EMPLOYEE SHARE TRUST AS CONSTITUTED
AND REGULATED IN TERMS OF THE TRUST DEED
1. INTRODUCTION
Shareholders are referred to the SENS announcement dated 31 July 2015 wherein the Board proposed to introduce a
broad-based employee share scheme, with the primary objective of facilitating Broad-Based Black Economic Empowerment
ownership in ArcelorMittal and in compliance with the Codes of Good Practice on BEE published in terms of the Broad-Based Black
Economic Empowerment Act, 53 of 2003 and applicable to ArcelorMittal.
2. NOTICE OF GENERAL MEETING AND POSTING OF CIRCULAR IN RELATION TO THE APPROVAL OF THE SCHEME
Shareholders are advised that a circular (“the Circular”) was posted to shareholders today, 19 August 2015,
incorporating a notice to convene a general meeting of ArcelorMittal shareholders. The circular is printed in English only and
copies are available at http://www.arcelormittal.com/southafrica and from the sponsor at the address set out in the
"Corporate Information" section of the circular during normal business hours.
Notice is hereby given to shareholders, for a general meeting to be held at 09:00 on Friday, 18 September 2015 at
The Hyatt Regency Hotel, 191 Oxford Road, Rosebank, Johannesburg.
The purpose of the general meeting is to consider and if deemed fit, pass resolutions on the following matters:
(a) the Scheme, and more particularly,
- the disposal of the Sale Shares for cash to the Trust; and
- the granting of financial assistance by ArcelorMittal,
each pursuant to the Scheme proposed to be adopted by ArcelorMittal with the purpose of facilitating BEE ownership
and creating meaningful wealth for qualifying employees in order to ensure their long-term dedication and the retention
of skills, while enhancing transformation of ArcelorMittal; and
(b) the granting of financial assistance by ArcelorMittal pursuant to the Long Term Incentive Plan 2012.
3. UPDATED PRO FORMA FINANCIAL INFORMATION
The pro forma financial information included in the circular was based on the audited consolidated financial
statements of ArcelorMittal for the year ended 31 December 2014.
The updated pro forma financial information which illustrates the impact of the Scheme on the earnings per share
(“EPS”), headline earnings per share (“HEPS”), net asset value (“NAV”) per share and tangible net asset value (“TNAV”) per
share of ArcelorMittal set out below is based on the reviewed results of ArcelorMittal South Africa Limited for the
six-month period ended 30 June 2015.
The pro forma financial information is presented in accordance with the provisions of the Listings Requirements and
the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants.
These pro forma financial effects are the responsibility of the directors.
The pro forma financial effects are presented in a manner consistent with the basis on which the historical
financial information of ArcelorMittal has been presented and in terms of ArcelorMittal’s accounting policies for the six-month
interim period ended 30 June 2015. The pro forma financial effects have been presented for illustrative purposes only
and, because of their nature, may not give a fair reflection of ArcelorMittal’s financial position, changes in equity or
results of operations post-implementation of the Scheme.
It has been assumed for purposes of pro forma financial effects that the Scheme took place with effect from 1 January 2015 for the
statement of comprehensive income purposes and on 30 June 2015 for the statement of financial position
purposes.
Pro forma per share information for the six-month interim period ended 30 June 2015
The pro forma financial effects of the Scheme are as follows:
Column A B
Pro forma
Before the after the
Scheme Scheme % Change
Loss per share (cents) (28) (36) (29)
Diluted loss per share (cents) (28) (36) (29)
Headline loss per share (cents) (27) (36) (33)
Diluted headline loss per share (cents) (27) (36) (33)
NAV per share (cents) 5 226 5 224 0
TNAV per share (cents) 5 195 5 193 0
Total number of shares in issue 401 201 877 401 201 877 0
Weighted average number of shares in issue 401 201 877 401 201 877 0
Diluted weighted average number of shares in issue 401 201 877 401 201 877 0
Notes
(i) Column A has been derived without adjustment from ArcelorMittal’s reviewed consolidated financial statements for
the six-month interim period ended 30 June 2015. The review report of the independent auditors contains an emphasis of
matter on the consolidated financial statements for the six-month interim period ended 30 June 2015. The reviewed
consolidated financial statements for the six-month interim period ended 30 June 2015 and the auditors’ review report thereon
can be found at http://www.arcelormittal.com/southafrica.
(ii) Column B illustrates the pro forma financial effects after the Scheme which take into account the following:
- Estimated IFRS 2 charge of R36 million calculated as the fair value of the Sale Shares spread over the vesting
period of five years. The fair value per share at inception of the Scheme is assumed at R17.
- Estimated once-off transactions costs of R4 million.
- Estimated net tax credit calculated at 28% on the estimated IFRS 2 charge of R36 million, transaction costs of R4
million as well as the securities tax payable by a group entity of R5 million calculated at 0,25% of R1 854 million on
sale of the shares to the Trust. These tax adjustments are of a non-continuing nature.
(iii) The weighted average number of shares in issue remained the same as the Trust will be consolidated and the Sale Shares treated for
accounting purposes as treasury shares until vesting.
4. IMPORTANT DATES AND TIMES
2015
Announcement released on SENS on Friday, 31 July
Record date to determine which shareholders are eligible to receive notice of the general meeting Friday, 7 August
Circular posted to ArcelorMittal shareholders on Wednesday, 19 August
Further announcement released on SENS on(3) Wednesday, 19 August
Last day to trade in order to be eligible to attend, participate and vote at the general meeting Friday, 4 September
Record date to determine which shareholders are eligible to attend, participate and vote at the
general meeting Friday, 11 September
Last day to lodge forms of proxy for the general meeting by 09:00 on Wednesday, 16 September
General meeting to be held at 09:00 on Friday, 18 September
Results of general meeting released on SENS on Friday, 18 September
Notes
1 The above dates and times are subject to amendment. Any such amendment will be released on SENS.
2 Additional copies of the Circular, in its printed format, may be obtained from the Sponsor at the address set out
in the “Corporate information” section of the Circular during normal business hours from Wednesday, 19 August 2015 up to
and including, Friday, 18 September 2015.
3 Contains the updated pro forma financial information based on the reviewed results for the six-month interim period
ended 30 June 2015.
19 August 2015
Sponsor to ArcelorMittal South Africa Limited: J.P. Morgan Equities South Africa Pty Ltd
Independent reporting accountants and auditors: Deloitte & Touche
Legal and tax adviser to ArcelorMittal South Africa Limited: ENSafrica
For further information please contact: Themba Nkosi, General Manager Tel: (016) 889 2996 or Kesebone Maema, Manager Corporate Communications Tel: (016) 889 2425
www.arcelormittal.com/southafrica
Date: 19/08/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
