THIS NOTICE APPEARS FOR REGULATORY PURPOSES AND IS NOT ADDRESSED TO THE SHAREHOLDERS OF ARCELORMITTAL
This notice is addressed to the shareholders of ArcelorMittal Luxembourg only and is published by ArcelorMittal having its registered office at 19, avenue de la Liberté, L-2930 Luxembourg solely in its capacity as majority shareholder of ArcelorMittal Luxembourg within the meaning of the Squeeze Out Law (as defined below).
This notice relates to the squeeze out initiated by ArcelorMittal on the securities in ArcelorMittal Luxembourg in accordance with the provisions of the law of 21st July 2012 relating to the squeeze out and mandatory sell out of securities admitted or having been admitted to negotiation on a regulated market or having been offered to the public (the “Squeeze Out Law”).
The holders of securities have the right to oppose the squeeze out project in accordance with the terms and the deadline provided by article 4(6) of the Squeeze Out Law.
Opposition must be made by registered letter with acknowledgment of receipt addressed to the Commission de Surveillance du Secteur Financier (the “CSSF”) setting out the reasons of the opposition and sent within a period of one month starting from the date of publication of the proposed price in accordance with article 4(5) of the Squeeze Out Law. A copy of the letter must be sent within the same time period by registered letter with acknowledgment of receipt to the majority shareholder and to the relevant company.
Any opposition within the meaning of article 4(6) of the Squeeze Out Law filed by registered letter with acknowledgment of receipt addressed to the CSSF and sent within the period of one month starting from the date of publication of the proposed price in accordance with article 4(5) of the Squeeze Out Law must be received by the CSSF at the latest 5 days after the expiration of the opposition period.
Subject to compliance with the provisions of the Squeeze Out Law, at the end of the squeeze out procedure, the securities which have not been presented at the latest on the final payment date shall be deemed automatically transferred by operation of law to the majority shareholder without the prior consent of the holders of the remaining securities.
By press release dated 8 September 2014, ArcelorMittal informed the shareholders of ArcelorMittal Luxembourg (hereafter “AM Luxembourg”) of the proposed price of the shares of AM Luxembourg concerned by the squeeze-out and held by the minority shareholders in accordance with articles 4(5) and 10(4) of the Squeeze Out Law, consisting in an amount of 776.13 EUR per share.
By this press release, ArcelorMittal informs the shareholders of AM Luxembourg of the position adopted by the board of directors of AM Luxembourg with respect to the price proposed by ArcelorMittal for the shares concerned by the squeeze-out.
1. Position of the board of directors of AM Luxembourg with respect to the price proposed by ArcelorMittal
The CSSF, in accordance with the possibility offered to it under article 4(5) of the Squeeze Out Law, requested the board of directors of AM Luxembourg (the “Board”) to take a position with respect to the price proposed by ArcelorMittal.
The position of the Board in this regard is as follows:
« The Board noted that the price proposed by ArcelorMittal amounts to EUR 776.13 per share.
The Board acknowledged the valuation report and heard the explanations of KPMG on the content of the mission assigned to them by ArcelorMittal under the Squeeze Out Law, on the valuation, on the objective and adequate methods applying to asset disposals implemented by KPMG and on the conclusions of the valuation report.
After having been provided with answers to its questions and on the basis of (i) all the information at its disposal and (ii) the evaluation methods applied and explained by KPMG, the Board is of the view, at the unanimity of its members present and represented, that the proposed price reflects a fair price of the ArcelorMittal Luxembourg share. »
2. Methods of communication used by ArcelorMittal and/or AM Luxembourg during the squeeze out procedure
This press release, as well as all subsequent press releases from ArcelorMittal relating to the squeeze out procedure will be dispatched through the usual channels of communication used by ArcelorMittal (i.e. by dispatch to the press in Luxembourg, Belgium, France and Germany). This press release will also be published on the website of the Luxembourg Stock Exchange (Bourse de Luxembourg ) as non-regulated information.
These press releases, the valuation report of the independent expert as well as a copy of the letter sent by AM Luxembourg to the shareholders registered in the shareholders’ register reflecting the position of the Board with respect to the price proposed by ArcelorMittal (the “Letter”) may be consulted throughout the mandatory squeeze out procedure by internet under the following addresses: http://luxembourg.arcelormittal.com/Press/2014/ and http://corporate.arcelormittal.com/news-and-media/press-releases/2014.
AM Luxembourg will ensure that a copy of these documents including a copy of the Letter is sent to all its shareholders by registered letter to their address mentioned in the register of shareholders. Moreover, AM Luxembourg will publish this press release and all further press releases in the Tageblatt, the Quotidien and the Mémorial C, Recueil des Sociétés et Associations.
All the documents related to the squeeze out procedure will be freely available for consultation without cost throughout the mandatory squeeze out procedure to all the holders of the securities concerned by the squeeze out at AM Luxembourg at 24-26, boulevard d’Avranches, L-1160 Luxembourg, Grand-Duché de Luxembourg, attention: « ArcelorMittal Company Secretary », and with the persons in charge of receiving the certificates formerly representing bearer shares concerned by the squeeze out, namely:
Mrs Viviane Rocha / Mr Henk Scheffer
Email: [email protected]
Phone: + 352 4792 2187
The present press release is published, at the request of the CSSF, pursuant to article 4(5) of the Squeeze Out Law.
This is a free translation of the position of the Board as included in the French version of the press release. In case of discrepancy, the original French version shall prevail.