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Fully-underwritten renounceable rights offer - finalisation announcement
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”)
ARCELORMITTAL FULLY-UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER - FINALISATION
ANNOUNCEMENT
Shareholders are referred to the SENS announcement released earlier today wherein shareholders
were advised that at the general meeting held on Friday, 11 December 2015, the following resolutions
were approved:
- Special resolution number 1 – Authorisation to issue shares with voting rights in excess of 30%
of the voting rights of the shares currently in issue
- Ordinary resolution number 1 – authority granted to the directors
Based on the approval of the resolutions above, the proposed R4.5 billion rights offer (“Rights Offer”),
previously subject to obtaining the necessary shareholder approvals mentioned above, is now fully
unconditional and will now proceed as all conditions precedent have been met.
Shareholders are also referred to the SENS announcement released on 24 November 2015 for the
background to the proposal of the Rights Offer.
1. Details of the Rights Offer
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 prior to the terms of the Rights Offer being announced on Tuesday,
24 November 2015.
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.
ArcelorMittal Holdings AG, the largest shareholder of the Company and the underwriter to the
Rights Offer (“Underwriter”) will fully underwrite the Rights Offer of R4.5 billion by:
- following its rights under the Rights Offer of approximately R2.2 billion (“Subscription”);
and
- subscribing for any remaining Rights Offer shares not taken up by the Company’s
shareholders, up to a maximum of R2.3 billion “(Underwriting”).
It is intended that the funds raised from the ArcelorMittal Group, through them following their
rights under the Rights Offer (amounting to approximately R2.2 billion) will be used to partially
settle the ArcelorMittal group loan being an amount of approximately R3.2 billion as at the last
practicable date at 8 December 2015, resulting in a remaining balance on the ArcelorMittal
group loan of approximately R1 billion. Any further funds raised in terms of the underwriting
agreement (up to a maximum of R2.3 billion), will first be used to settle the ArcelorMittal group
loan up to the remaining balance of approximately R1 billion, with any remaining funds in terms
of the underwriting agreement being retained for operational and near-term capital expenditure
purposes.
For the avoidance of doubt, any funds raised from other shareholders will be retained in the
Company. This will allow the Company to optimise its financial position before embarking on its
extended capital program over the next five years. Apart from the ArcelorMittal group loan,
there is no other material long-term debt outstanding.
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
Thursday, 17 December 2015
participate in the Rights Offer (cum Rights Offer entitlement)
List and trade letters of allocation on the JSE with the JSE code ACLN and
Friday, 18 December 2015
ISIN ZAE000212171 from the commencement of trade on
ArcelorMittal shares commence trading ex-Rights Offer entitlement on the
Friday, 18 December 2015
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 transfer
Monday, 28 December 2015
secretaries in respect of certificated shareholders on
CSDP or broker accounts credited with Rights Offer entitlements in respect
Monday, 28 December 2015
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 commences at
Monday, 11 January 2016
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 transfer Friday, 15 January 2016
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 debited and
Monday, 18 January 2016
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 certificates Wednesday, 20 January 2016
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.
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).
Vanderbijlpark
11 December 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: 11/12/2015 02:50:00 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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