ANNUAL REPORT ARCELOR 2003 - paperJam

NOTE 28 – EVENTS AFTER THE BALANCE SHEET DATEThe Annual General Meeting of Aceralia shareholders ofJanuary 8, 2004 decided to proceed to a public offeringof own shares at a price of EUR 17 per share, payablein cash. The offer price was confirmed on January 20,2004 by the “Comision Naciónal del Mercado de Valores(CNMV)”, the Spanish market’s supervisory body. Thepublic offering was launched on January 22, 2004, for aperiod of one month. The offer covered 6,207,261 Aceraliashares, which is equivalent to 4.97% of the capital.At the end of the offer, 5,006,342 shares were acquiredby Aceralia, which represents a success rate of 80.65%.The breakdown of the Aceralia capital is thus as follows:Arcelor (95.03%), own shares (4.01%) and other minorityshareholders (0.96%).Given that voting rights on own shares (totalling1,200,919 shares) are suspended, the percentageof control retained by Arcelor (which owns 117,792,739of a total of 119,993,658 shares) is 99.00%. Shareswere delisted from the Spanish stock market on March 2,2004. Aceralia intends to allow minority shareholderswho did not participate in the public offering to sell theirshares on an individual basis.In the context of the strengthening of the Group balancesheet and the reduction in the costs of servicing debt,Arcelor has determined to proceed with the redemptionof the O.C.E.A.N.E. 3% instruments maturing onJanuary 1, 2006 since the conditions for reimbursementare fulfilled. These O.C.E.A.N.E. instruments representEUR 350 million at the end of December 2003.O.C.E.A.N.E. holders had the option, until and includingMarch 11, 2004, to exercise their rights to convert theirbonds into shares. The resulting share requirement wasmet by making available shares that were held by theGroup, with retroactive effect to January 1, 2004. At theend of this offer, which serves to reinforce theconsolidated own funds of the Group, 22,490,577O.C.E.A.N.E., i.e. 81.05% of the original issue, wereexchanged for shares.The Arcelor group signed an agreement with BagoetaS.L., the majority shareholder of Conducciones yDerivados S.A., with a view to a disposal of the Group’stubes business. The transaction cannot be finalised untilapproved by the relevant competition authorities as wellas the finalisation of the associated legal documentation.Furthermore, the Group has announced its intention tosell a major part of its American subsidiary J&L SpecialtySteel LLC to Allegheny Technologies. The transactioncould be finalised by May 3, 2004, subject to a newagreement being signed with the workers unions and tothe approval of Allegheny’s creditors and the relevantcompetition authorities.On March 15, 2004, the Group put into place aprogramme of Level I American Depositary Receipts(“ADRs”), in order to improve the liquidity of Arcelor’sshares and increase their distribution amongst nonqualifiedAmerican investors. ADRs are certificatesissued by a depositary bank, representing shares in anon-American company (American Depositary Shares,“ADSs”). They confer voting rights as well as the right todividend receipts to their holders. They give Americaninvestors access to Arcelor’s shares by means of the“Over the Counter” market, on which ADRs are freelytradable.Finally, on March 19, 2004, the Group announced thedisposal of the entirety of its participation (96%) in theshare capital of Thainox Steel Ltd. in Thailand.financial information > consolidated financial statementsANNUAL REPORT ARCELOR 2003 177