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Update on the capital raising of R4.5 billion by way of a fully-underwritten renounceable rights offer
ArcelorMittal South Africa Limited
(Incorporated in the Republic of South Africa)
Registration number: 1989/002164/06
Share code: ACL
ISIN: ZAE000134961
(“ArcelorMittal” or “the Company”)
UPDATE ON THE CAPITAL RAISING OF R4.5 BILLION BY WAY OF A FULLY-UNDERWRITTEN
RENOUNCEABLE RIGHTS OFFER
Not for distribution in the United States of America, Canada, Australia or Japan or any other
jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
1. Introduction
Shareholders are referred to the announcement released on SENS on Friday, 6 November
2015, wherein ArcelorMittal announced its intention to raise additional capital from the
Company’s shareholders via a fully-underwritten renounceable rights offer (“the Rights Offer”).
The ArcelorMittal board (“the Board”) has resolved to raise R4.5 billion by way of the Rights
Offer, subject to the necessary shareholder approvals mentioned in the paragraph below.
A circular requesting shareholders to approve the resolutions required to implement the Rights
Offer was posted on Monday, 9 November 2015 convening a general meeting to be held at
09h00 on Friday, 11 December 2015. The resolutions include a special resolution, as the
Rights Offer will result in the Company issuing shares that will, upon issue, have voting power
in excess of 30% of the existing voting power of the share capital of the Company.
A maximum of 692,307,693 Rights Offer shares will be issued in terms of the Rights Offer at
the issue price of R6.50 per share to shareholders recorded in the register at the close of
business on the record date for the Rights Offer, which is expected to be on Thursday, 24
December 2015. The issue price of R6.50 per share represents a 37% discount to the 30-day
volume weighted average price (“VWAP”) of the ArcelorMittal share on 5 November 2015 of
R10.31, being the day before the announcement of the Rights Offer, and a discount of 17% to
the 30-day VWAP on 20 November 2015 of R7.80, being the last practicable date to obtain the
requisite Board approvals.
The ArcelorMittal Group (“the Underwriter”) will fully underwrite the Rights Offer up to the
maximum amount of R4.5 billion.
2. Purpose of the Rights Offer
As a first step to restructuring the financial position of ArcelorMittal, the Rights Offer is
proposed by ArcelorMittal to reduce current debt levels, fund near-term investment in capital
expenditure and positively impact ArcelorMittal’s ability to raise future debt funding.
The proposed Rights Offer will be made to all shareholders proportionately to their
shareholdings, with allowance for excess applications by shareholders. The rights of
shareholders under the Rights Offer will be renounceable.
The Underwriter will fully underwrite the Rights Offer of R4.5 billion by:
- following its rights under the Rights Offer of approximately R2.2 billion; and
- subscribing for any remaining Rights Offer shares not taken up by the Company’s
shareholders, up to a maximum of R2.3 billion.
It is intended that the funds raised from the ArcelorMittal Group under the Rights Offer, will be
first used to settle ArcelorMittal Group loans up to a maximum of R3.2 billion, with any balance
being retained for operational and near-term capital expenditure purposes. This will allow the
Company to optimise its financial position before embarking on its extended R4.5 billion capital
programme over the next five years. Apart from the ArcelorMittal Group loans, there is no other
material long-term debt outstanding.
By following its rights under the Rights Offer, the ArcelorMittal Group would be able to maintain
its position as a major shareholder of the Company, which is an advantage as the Company
values the involvement of the ArcelorMittal Group through its support as a key technology
partner allowing the Company to receive leading technical support and benchmark its
operations to international best practices.
3. Salient dates and times
Date
Finalisation announcement released on SENS on Friday, 11 December 2015
Finalisation announcement published in the press on Monday, 14 December 2015
Last day to trade in ArcelorMittal shares on the JSE in order to be
entitled to participate in the Rights Offer (cum Rights Offer Thursday, 17 December 2015
entitlement)
List and trade letters of allocation on the JSE with the JSE code
ACLN and ISIN ZAE000212171 from the commencement of trade Friday, 18 December 2015
on
ArcelorMittal shares commence trading ex-Rights Offer entitlement Friday, 18 December 2015
on the JSE from
Circular, including form of instruction (where applicable), posted to Monday, 21 December 2015
certificated shareholders on
Record date in order to be entitled to participate in the Rights Offer Thursday, 24 December 2015
Rights Offer opens on Monday, 28 December 2015
Letters of allocation credited to an electronic account held at the Monday, 28 December 2015
transfer secretaries in respect of certificated shareholders on
CSDP or broker accounts credited with Rights Offer entitlements in Monday, 28 December 2015
respect of dematerialised shareholders on
Rights Offer circular mailed to dematerialised shareholders (where Tuesday, 29 December 2015
applicable) on
Last day to trade in the letters of allocation on the JSE Friday, 8 January 2016
Listing and trading on the JSE of the Rights Offer shares Monday, 11 January 2016
commences at 09h00 on
Rights Offer closes at 12h00 on Friday, 15 January 2016
Payment to be made, and form of instruction to be lodged, with the Friday, 15 January 2016
transfer secretaries by holders of certificated shares by 12h00 on
Record date for the letters of allocation Friday, 15 January 2016
Rights Offer shares issued on Monday, 18 January 2016
CSDP or broker accounts of holders of dematerialised shares Monday, 18 January 2016
debited and updated with entitlements to the Rights Offer shares on
Share certificates posted to certificated shareholders in respect of Monday, 18 January 2016
entitlements to the Rights Offer shares on
Results of the Rights Offer released on SENS on Monday, 18 January 2016
Results of the Rights Offer announcement published in the press on Monday, 18 January 2016
In respect of successful excess applications (if applicable), Rights
Offer shares issued to dematerialised shareholders and/or share Wednesday, 20 January 2016
certificates posted to certificated shareholders on or about
In respect of unsuccessful excess applications (if applicable), refund Wednesday, 20 January 2016
payments made to certificated shareholders on or about
Notes:
1. All dates and times are South African dates and times.
2. The above dates and times are subject to amendment. Any such amendment will be announced on SENS and
published in the South African press.
4. Jurisdiction
The Rights Offer shares have not been, and will not be, registered under the Securities Act of
the United States. Accordingly, the Rights Offer entitlement may not be offered, sold, resold,
delivered or transferred, directly or indirectly, in or into the United States or to, or for the account
or benefit of, United States persons, except pursuant to exemptions from the Securities Act of
the United States. This announcement must not be, mailed or otherwise distributed or sent in,
into or from the United States. This announcement does not constitute an offer of any securities
for sale in the United States or to United States persons.
The Rights Offer also does not constitute an offer in the District of Columbia, the United States,
the Dominion of Canada, the Commonwealth of Australia, the United Kingdom, Japan or in any
other jurisdiction in which, or to any person to whom, it would not be lawful to make such an
offer and this announcement should not be forwarded or transmitted to any person in any
jurisdiction other than where it is lawful to make such an offer.
Shareholders resident outside the Common Monetary Area should consult their professional
advisors to determine whether any governmental or other consents are required or other
formalities need to be observed to allow them to take up the Rights Offer, or trade their
entitlement.
Shareholders holding ArcelorMittal shares on behalf of persons who are resident outside the
Common Monetary Area are responsible for ensuring that taking up the Rights Offer, or trading
in their Rights Offer entitlements thereunder, do not breach regulations in the relevant overseas
jurisdictions.
5. Circular
The Rights Offer circular setting out the detailed terms of the Rights Offer will be posted to
shareholders on or about Monday, 21 December 2015 (certificated shareholders) and Tuesday,
29 December 2015 (dematerialised shareholders), subject to receiving the necessary
shareholder approvals mentioned in paragraph 1 above.
A further detailed announcement, with final dates and times in relation to the Rights Offer, will
be made on or about 11 December 2015.
Vanderbijlpark
24 November 2015
Investment bank, corporate advisor and transaction sponsor in relation to the Rights Offer
Nedbank Corporate and Investment Banking
Legal advisor to the Rights Offer
Edward Nathan Sonnenbergs Inc.
Sponsor to ArcelorMittal
JP Morgan Equities South Africa Proprietary Limited
Date: 24/11/2015 01:25:00 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.
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