Arcelor's capital increase - Vernimmen

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voting rights are suspended as long as they are owned by the Group, the New Shares will represent 17.5% of the voting rights in Arcelor after the share capital increase. (1) 2.1.5.3 Intentions of the principal shareholders To the knowledge of Arcelor, none of the shareholders of Arcelor holding to its knowledge more than 2.5% of its share capital has indicated whether it intends to directly or indirectly exercise the Warrants allocated to it. 2.1.5.4 Termination of the exercise of Warrants The exercise of the Warrants and the issue of the underlying New Shares are contingent upon the Underwriting Agreement not being terminated as described in section 2.2.4 below. Consequently, if the Underwriting Agreement is terminated, any exercise of Warrants will be cancelled, the Warrants will be forfeited, no payment will be due on account of the Warrant Cash Payment, no New Shares will be issued and all Subscription Monies will be returned to the relevant Holders, without interest. However, prior trading in Warrants will not be affected or cancelled. In the event the Underwriting Agreement is terminated, Arcelor will notify Holders by way of a press release. 2.1.6 Maintenance of Holders’ rights Arcelor undertakes not to carry out financial transactions requiring an adjustment to the Warrant Holders’ rights so long as any Warrants remain outstanding. 2.1.7 Applicable law and jurisdiction The Warrants and the New Shares are governed by Luxembourg law and any dispute or suit relating to the Warrants, their exercise, the New Shares or the Warrant Cash Payment will be subject to the exclusive jurisdiction of the Luxembourg courts. 2.2 STRUCTURE OF THE TRANSACTION 2.2.1 Indicative Timetable 25th June Meeting of the Arcelor Board of Directors resolving the issue of the New Shares and the bonus allocation of the Warrants. 28th June Announcement by Arcelor of the Brazilian acquisition (see Chapter 7 ‘‘Transaction and Other Recent Developments’’) and the principle of the share capital increase (before market opening). Determination of the exercise price of the Warrants. Approval by the Luxembourg Stock Exchange of the Prospectus and issuance of the Certificates of Approval by the Luxembourg Commission de Surveillance du Secteur Financier. The French Autorité des Marchés Financiers (the ‘‘AMF’’) issues a mutual recognition certificate in respect of the Prospectus. The Dutch Autoriteit Financiële Markten is provided with, and it accepts, a Certificate of Approval of the Luxembourg Commission de Surveillance du Secteur Financier. 29th June Announcement by Arcelor of the terms of the share capital increase (before market opening). The Belgian Commission Bancaire, Financière et des Assurances and the Spanish Comisión Nacional del Mercado de Valores (the ‘‘CNMV’’) issue mutual recognition registration certificates in respect of the Prospectus. (1) On the assumption that no OCEANE 2005 and OCEANE 2017 are converted into new Shares, the absence of exercise of stock options for new Shares and the absence of delivery of new Shares following the tender of Usinor shares under the Exchange Facility (see section 3.2.2 below). 8
1st July Record Date for allocation of the Warrants. Creation and allocation of the Warrants (after market closure) for value 2nd July, 2004. 2nd July Delivery of Warrants and opening of the Exercise Period. Listing of the Warrants on the Luxembourg Stock Exchange, Euronext Paris, Euronext Brussels and the Spanish Stock Exchanges. 13th July Last day of the Exercise Period and of the listing of the Warrants on the Luxembourg Stock Exchange, Euronext Paris, Euronext Brussels and the Spanish Stock Exchanges. 22nd July (indicative) Placement. 23rd July (indicative ) Notice to Holders of Warrant Cash Payment. 27th July New Share Settlement Date Settlement and delivery of the New Shares issued as a result of the exercise of the Warrants and/or the Underwriting. Listing of the New Shares resulting from exercise of the Warrants and/or the Underwriting on the Luxembourg Stock Exchange, Euronext Paris, Euronext Brussels and the Spanish Stock Exchanges. 29th July (indicative ) Warrant Cash Payment Settlement Date Payment of the Warrant Cash Payment to Holders of Unexercised Warrants. The above timetable and the dates shown elsewhere in this Prospectus in respect of the allocation, exercise, trading and settlement of the Warrants, the subscription of Remaining New Shares by the Underwriters and the payment of the Warrant Cash Payment are for illustrative purposes only and may be subject to change as a result of events outside Arcelor’s control which may delay or affect the successful outcome of the transaction. Arcelor will issue a public notice in case of any change in the above timetable (except in case of a change in the date or duration of the Placement). Notice to Holders will be published as follows: • in Luxembourg: in one or more newspapers with general circulation in Luxembourg, expected to include the Luxemburger Wort; • in Belgium: in one or more newspapers with general circulation in Belgium, expected to include l’Echo and De Tijd; • in France: in one or more newspapers with general circulation in France, expected to include La Tribune; • in Spain: in one or more newspapers with general circulation in Spain, expected to include Expansión; and • in The Netherlands: in one or more newspapers with general circulation in The Netherlands, expected to include Het Financieele Dagblad. 2.2.2 Information for assessment of the exercise price In the event of the issue of 106,629,054 New Shares for a total gross amount of EUR 1,172,919,594 (including share premium), based on an exercise price of EUR 11.00 per New Share, Arcelor’s consolidated net equity (Group share) as at 31st December, 2003, adjusted to take into account (i) the exchange, in the first quarter of 2004 (see section 3.2.3), against treasury Shares of 22,490,577 OCEANE 2006 for EUR 325 million and (ii) the allocation of negative goodwill (EUR 694 million) from intangible assets and investments accounted for under the equity method and investments accounted under 9
Page 1: Prospectus dated 28th June, 2004 29
Page 4 and 5: effected off-market, the Underwrite
Page 6 and 7: CHAPTER 4 Page 3.2 General informat
Page 8 and 9: 5.3.1 2003 versus 2002 ............
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Page 12 and 13: DEFINITIONS Aceralia: Acesita: Acin
Page 14 and 15: Subscription Price: Underwriters: U
Page 16 and 17: CAUTIONARY STATEMENT REGARDING FORW
Page 18 and 19: Clearing systems identification num
Page 20 and 21: CHAPTER 1 RESPONSIBILITY FOR THE CE
Page 22 and 23: Usinor shareholders exercising thei
Page 26 and 27: equity method to net equity, in acc
Page 28 and 29: The Underwriting Agreement may be t
Page 30 and 31: (2) Estimate as at the above date.
Page 32 and 33: CHAPTER 3 GENERAL INFORMATION CONCE
Page 34 and 35: 3.2 GENERAL INFORMATION CONCERNING
Page 36 and 37: 3.2.3 Instruments giving access to
Page 38 and 39: securities depositary or other qual
Page 40 and 41: Moreover, the articles of associati
Page 42 and 43: The subscribed share capital of Arc
Page 44 and 45: In January 2004, Arcelor delivered
Page 46 and 47: At the end of 2003, the Arcelor Gro
Page 48 and 49: Japan’s Nippon Steel Corporation
Page 50 and 51: usiness unit covers the sector’s
Page 52 and 53: The new generations of packaging st
Page 54 and 55: The rolled long products manufactur
Page 56 and 57: 4.3.3.3.1.1 Stainless steel flat pr
Page 58 and 59: display market (shadow masks for te
Page 60 and 61: 4.3.4.3 The sector’s products and
Page 62 and 63: In the blast furnace segment, Paul
Page 64 and 65: In the wire drawing sector, the Arc
Page 66 and 67: Purchasing contracts are generally
Page 68 and 69: Stainless steel long products origi
Page 70 and 71: decided that the U.S. safeguard mea
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In 2002, AK Steel filed a lawsuit a
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In the automotive area, the Group
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• be covered by a ‘‘P&I Club
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4.17.1.3 Raw material and energy co
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4.17.5 Risks related to the Offerin
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As encouraged by the IASB, Arcelor
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The financial performance of the Gr
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Sales of concrete reinforcing bars
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The two effects combined (lower vol
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previous year. The 10.6% margins ob
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As at 31st December, 2003, short-te
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5.5 INFORMATION IN RELATION TO ARCE
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CHAPTER 6 INFORMATION CONCERNING TH
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Among his responsibilities, the Cha
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6.2.1.3 Mission The Management Boar
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a maximum of 10,654,591 Shares). Th
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• CVRD has agreed to transfer to
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value-added products. The company a
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7.2.4 Sale of IEE In June, 2004, an
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8.1.2.1.1.2 Corporates (sociétés
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held in connection with a share sav
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Resident Companies are subject to c
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A stock market tax is levied on the
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the Council Directive 93/22/ECC, of
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Individual persons who are resident
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US holders are urged to consult the
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From the date on which the new Shar
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Warrants) with a view to supporting
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placement exemptions and therefore
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GENERAL INFORMATION 1) The issue of
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Notes to the Unconsolidated Annual
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Consolidated Financial Statements o
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Consolidated Financial Statements o
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NOTES TO THE CONSOLIDATED FINANCIAL
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Unconsolidated Annual Accounts of A
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Unconsolidated Annual Accounts of A
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NOTES TO THE UNCONSOLIDATED ANNUAL
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Consolidated, financial statements
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electrical appliances and automobil
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1. General accounting principles of
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CST’s depreciation charges have b
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• The unaudited reconciliation of
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3.2.3. Unaudited pro forma consolid
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3.4 Auditors agreed upon procedure
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offer in Belgium, France, Spain and
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made in a transaction outside the U
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Registered Office of Arcelor Arcelo
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