Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)
ArcelorMittal
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
03938L104
(CUSIP Number)
Gamal M. Abouali
Cleary Gottlieb Steen & Hamilton LLP
Al Sila Tower
Abu Dhabi Global Market Square
Al Maryah Island, PO Box 29920
Abu Dhabi
United Arab Emirates
+971 2 412 1720
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 11, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 03938L104
| 1 | NAMES
OF REPORTING PERSONS HSBC Trustee (C.I.) Limited, as trustee of the Platinum Trust | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands | ||
NUMBER
OF BENEFICIALLY EACH
REPORTING WITH |
7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 401,915,002 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 401,915,002 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,915,002 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9%* | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| * | The percent of class figures set forth in this Thirteenth Amendment (as defined below) are calculated based on 1,080,764,146 issued and outstanding ArcelorMittal Shares (as defined below) as of January 31, 2021, as published on the website of ArcelorMittal and the $100 million in principal amount of Convertible Notes (as defined below) held by Lumen Investments S.à r.l., which are convertible into ArcelorMittal Shares at the minimum conversion ratio under the terms of the Convertible Notes. |
CUSIP No. 03938L104
| 1 | NAMES
OF REPORTING PERSONS Lakshmi N. Mittal | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India | ||
NUMBER
OF BENEFICIALLY EACH REPORTING WITH |
7 | SOLE VOTING POWER 286,742 | |
| 8 | SHARED VOTING POWER 401,915,002 | ||
| 9 | SOLE DISPOSITIVE POWER 286,742 | ||
| 10 | SHARED DISPOSITIVE POWER 401,915,002 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 402,201,744 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
CUSIP No. 03938L104
| 1 | NAMES
OF REPORTING PERSONS Usha Mittal | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of India | ||
NUMBER
OF BENEFICIALLY EACH
REPORTING WITH |
7 | SOLE VOTING POWER 25,500 | |
| 8 | SHARED VOTING POWER 401,915,002 | ||
| 9 | SOLE DISPOSITIVE POWER 25,500 | ||
| 10 | SHARED DISPOSITIVE POWER 401,915,002 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,940,502 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
CUSIP No. 03938L104
| 1 | NAMES
OF REPORTING PERSONS Grandel Limited | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Gibraltar | ||
NUMBER
OF BENEFICIALLY EACH
REPORTING WITH |
7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 401,915,002 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 401,915,002 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,915,002 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9% | ||
| 14 | TYPE OF REPORTING PERSON HC | ||
CUSIP No. 03938L104
| 1 | NAMES
OF REPORTING PERSONS Lumen Investments S.à r.l. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | ||
NUMBER
OF BENEFICIALLY EACH
REPORTING WITH |
7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 338,256,654 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 338,256,654 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 338,256,654 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.0% | ||
| 14 | TYPE OF REPORTING PERSON HC | ||
CUSIP No. 03938L104
| 1 | NAMES
OF REPORTING PERSONS Nuavam Investments S. à r.l. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | ||
NUMBER
OF BENEFICIALLY EACH
REPORTING WITH |
7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 63,658,348 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 63,658,348 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,658,348 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOU NT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% | ||
| 14 | TYPE OF REPORTING PERSON HC | ||
This Amendment No. 13 (this “Thirteenth Amendment”) to Schedule 13D amends and supplements Amendment No. 12 to Schedule 13D, filed May 29, 2020, Amendment No. 11 to Schedule 13D, filed May 13, 2020, Amendment No. 10 to Schedule 13D, filed April 12, 2016, Amendment No. 9 to Schedule 13D, filed March 15, 2016, Amendment No. 8 to Schedule 13D, filed February 5, 2016, Amendment No. 7 to Schedule 13D, filed January 11, 2013, Amendment No. 6 to Schedule 13D, filed June 23, 2010, Amendment No. 5 to Schedule 13D, filed April 12, 2010, Amendment No. 4 to Schedule 13D, filed May 8, 2009, Amendment No. 3 to Schedule 13D, filed April 3, 2009, Amendment No. 2 to Schedule 13D, filed November 20, 2007, Amendment No. 1 to Schedule 13D, filed August 30, 2006, as well as the statement on Schedule 13D originally filed on December 27, 2004 (as amended, the “Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the Ordinary Shares, without nominal value, of ArcelorMittal (“ArcelorMittal Shares”), a company organized under the laws of The Grand Duchy of Luxembourg (“ArcelorMittal” or the “Company”) and the successor entity by merger to Mittal Steel Company N.V., a company organized under the laws of the Netherlands (“Mittal Steel”). Unless otherwise indicated, capitalized terms used but not defined in this Thirteenth Amendment have the meanings ascribed to such terms in the Statement.
Item 2. Identity and Background.
Schedules A, C and D of the Statement are hereby amended and restated by Schedules A, C and D, respectively, of this Thirteenth Amendment.
Item 3. Source and Amount of Funds or other Consideration.
The response set forth in Item 3 of the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:
No material acquisition of beneficial ownership of ArcelorMittal Shares has been made by any of the persons named in Item 2 of the Statement since the filing of the Twelfth Amendment by the Reporting Persons.
Item 4. Purpose of Transaction.
The first three disclosure paragraphs of the response set forth in Item 4 of the Statement are hereby amended by deleting the paragraphs in their entirety and replacing them with the following:
On February 11, 2021, ArcelorMittal announced a share buy-back program for an aggregate maximum amount of $650,000,000 (the “First Buy-Back Program”). ArcelorMittal also announced that upon completion of the First Buy-Back Program, it will commence a further share buy-back program for an aggregate amount of $570,000,000 (together with the First Buy-Back Program, the “Programs”).
In connection with the Programs, ArcelorMittal and Lumen have entered into a Share Repurchase Agreement (as defined below). On each trading day during which ArcelorMittal conducts purchases under the Programs, ArcelorMittal and Lumen have agreed to purchase and sell, respectively, a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares so purchased and sold represents 36.34% of the sum of: (i) the total number of shares purchased by ArcelorMittal under the Programs (other than from Lumen) and (ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Share Repurchase Agreement, in each case on that trading day.
The foregoing summary of Lumen’s undertaking to participate in the Programs should be read in conjunction with the full text of the Share Repurchase Agreement (as defined below), a copy of which is included as Exhibit 8 to this Thirteenth Amendment and which is incorporated herein by reference. The description of the Share Repurchase Agreement as set forth in Item 6 of this Thirteenth Amendment is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The response set forth in Items 5(a)-(c) of the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a) Lumen is the direct owner of 329,075,814 ArcelorMittal Shares. Lumen is also the direct owner of $100,000,000 in principal amount of 5.50% Mandatorily Convertible Subordinated Notes due 2023 of ArcelorMittal (the “Convertible Notes”). Lumen may convert its Convertible Notes into 9,180,840 of ArcelorMittal Shares. Accordingly, Lumen is the beneficial owner of 338,256,654 ArcelorMittal Shares in total, representing 31.0% of the ArcelorMittal Shares outstanding.
Nuavam is the direct owner of 63,658,348 ArcelorMittal Shares, representing 5.9% of the ArcelorMittal Shares outstanding.
Grandel is the indirect owner of 401,915,002 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its 100% indirect ownership of Lumen and Nuavam.
The Trustee is the indirect beneficial owner of 401,915,002 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its beneficial ownership of 70% of the Class A voting shares of Grandel, as discussed in greater detail in Item 2 of the Statement.
Mr. Mittal is the direct owner of 286,742 ArcelorMittal Shares representing less than 0.1% of the ArcelorMittal Shares outstanding. Furthermore, under the terms of the Platinum Trust Deed, Mr. Mittal shares with Mrs. Mittal and the Trustee beneficial ownership of 70% of the Class A voting shares of Grandel and accordingly Mr. Mittal is the beneficial owner of 402,201,744 ArcelorMittal Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding. In addition, Mr. Mittal holds a total of 371,145 performance share units, granted by ArcelorMittal pursuant to its Group Management Board Performance Share Unit Plan (“PSU”), of which 49,431 may vest in 2021, 154,409 may vest in 2022, 89,9 33 may vest in 2023 and 77,372 may vest in 2024. As the vesting of PSUs is dependent on company performance criteria not fully within the control of the PSU holder, Mr. Mittal does not beneficially own ArcelorMittal Shares by virtue of his ownership of the PSUs.
Mrs. Mittal is the direct owner of 25,500 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Additionally, under the terms of the Platinum Trust Deed, Mrs. Mittal shares with Mr. Mittal and the Trustee beneficial ownership of 70% of the Class A voting shares of Grandel and accordingly Mrs. Mittal is the beneficial owner of 401,940,502 ArcelorMittal Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding.
Aditya Mittal is the direct owner of 120,413 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Aditya Mittal holds a total of 328,007 PSUs of which 40,653 may vest in 2021, 133,720 may vest in 2022, 82,584 may vest in 2023 and 71,050 may vest in 2024. As the vesting of PSUs is dependent on company performance criteria not fully within the control of the PSU holder, Aditya Mittal does not beneficially own ArcelorMittal Shares by virtue of his ownership of the PSUs. Aditya Mittal is the son of Mr. Mittal and Mrs. Mittal.
Vanisha Mittal Bhatia is the direct owner of 8,500 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Vanisha Mittal Bhatia is the daughter of Mr. Mittal and Mrs. Mittal.
The calculation of the beneficial ownership percentages set forth in Item 5(a) and 5(b) is based on 1,102,809,772 ArcelorMittal Shares issued as of January 31, 2021 as published on the website of ArcelorMittal, of which 22,045,626 were held by ArcelorMittal as treasury stock, and on the Convertible Notes held by the Reporting Persons converted at the minimum conversion ratio under the terms of the Convertible Notes.
(b) Lumen has the power to vote or to direct the vote or dispose or direct the disposition of 329,075,814 ArcelorMittal Shares. In addition, Lumen also holds Convertible Notes, which it may convert into 9,180,840 ArcelorMittal Shares and would upon conversion have the power to vote or direct the vote or dispose of such ArcelorMittal Shares. Lumen shares such powers with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel, by virtue of their indirect beneficial ownership of Lumen. Accordingly, Lumen shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 338,256,654 ArcelorMittal Shares, representing 31.0% of the ArcelorMittal Shares outstanding.
Nuavam has the power to vote or to direct the vote or dispose or direct the disposition of 63,658,348 ArcelorMittal Shares. Nuavam shares such powers with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel, by virtue of their indirect beneficial ownership of Nuavam. Accordingly, Nuavam shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 63,658,348 ArcelorMittal Shares, representing 5.9% of the ArcelorMittal Shares outstanding.
Grandel has the power to vote or to direct the vote or dispose or direct the disposition of 392,734,162 ArcelorMittal Shares, which it shares with Mr. Mittal, Mrs. Mittal and the Trustee, by virtue of the Trustee’s ownership of 70% of the Grandel voting shares and the terms of the Platinum Trust Deed, as well as with Lumen and Nuavam as described in the preceding two paragraphs. In addition, Grandel would also have shared voting and dispositive power over the 9,180,840 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly, Grandel shares the power to vote or to direct the vote or dispose or direct the disposition of 401,915,002 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares outstanding.
The Trustee (subject to its obligations under the Platinum Trust Deed and its obligations as a fiduciary under applicable law) has the power to vote or to direct the vote or dispose or direct the disposition of 392,734,162 ArcelorMittal Shares, which it shares with Mr. Mittal and Mrs. Mittal by virtue of their shared beneficial ownership (as such term is defined under Rule 13d-3 under the Act) of 70% of the Class A voting shares in Grandel, as well as with Lumen, Nuavam and Grandel as described in the preceding three paragraphs. In addition, the Trustee would also have shared voting and dispositive power over the 9,180,840 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly, the Trustee shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 401,915,002 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares outstanding.
Mr. Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 286,742 ArcelorMittal Shares that he owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding. Mr. Mittal, Mrs. Mittal and the Trustee also share beneficial ownership of 70% of the Class A voting shares of Grandel, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal Shares as described in the third paragraph of Item 5(b). Accordingly, Mr. Mittal shares the power to vote or to direct the vote or dispose or direct the disposition of 401,915,002 ArcelorMittal Shares beneficially owned by him, representing 36.9% of the ArcelorMittal Shares outstanding. See Item 6 below regarding Mr. Mittal’s and Mrs. Mittal’s shared beneficial ownership of 70% of the Class A voting shares of Grandel with the Trustee.
Mrs. Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 25,500 ArcelorMittal Shares that she owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding. Mrs. Mittal, Mr. Mittal and the Trustee also share beneficial ownership of 70% of the Class A voting shares of Grandel, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal Shares as described in the third paragraph of Item 5(b). Accordingly, Mrs. Mittal shares the power to vote or to direct the vote or dispose or direct the disposition of 401,915,002 ArcelorMittal Shares beneficially owned by her, representing 36.9% of the ArcelorMittal Shares outstanding.
Aditya Mittal has the sole power to vote or to direct the vote or dispose or direct the disposition of the 120,413 ArcelorMittal Shares that he owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding.
Vanisha Mittal Bhatia has the sole power to vote or to direct the vote or dispose or direct the disposition of the 8,500 ArcelorMittal Shares that she owns directly, representing less than 0.1% of the ArcelorMittal Shares outstanding.
(c) Mr. Mittal and Aditya Mittal previously held 18,833 and 15,067 options to acquire ArcelorMittal Shares, respectively. Such options were not exercised and expired in December 2020. Except as disclosed in this Statement, to the knowledge of the Reporting Persons, none of the persons named in Item 2 has effected any transaction in the ArcelorMittal Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
The response set forth in Item 6 of the Statement is hereby amended by deleting the previous disclosure set forth under the heading “Lock Up Agreement” and adding the following after the heading “Convertible Notes” and before the heading the “Memorandum of Understanding”:
Share Repurchase Agreement
On February 12, 2021, ArcelorMittal and Lumen entered into a share repurchase agreement (the “Share Repurchase Agreement”) in connection with the Programs. On each trading day during which ArcelorMittal conducts purchases under the Programs, ArcelorMittal and Lumen have agreed to buy and sell, respectively, a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares so purchased and sold represents 36.34% of the sum of: (i) the total number of shares purchased by ArcelorMittal under the Programs (other than from Lumen) and (ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Share Repurchase Agreement, in each case on that trading day. The Share Repurchase Agreement provides that the ArcelorMittal Shares to be repurchased from Lumen in connection with the Programs during any trading day will be repurchased at the same weighted average price as the ArcelorMittal Shares purchased under the Programs on the relevant trading day in the open market. Purchases and sales occurring during periods of five consecutive trading days will be settled together two trading days following the end of each such period. However, any settlement of ArcelorMittal Shares in connection with the Programs will be postponed if such settlement would cause the Trustee to hold less than one-third of all the voting rights of ArcelorMittal (including those connected with the ArcelorMittal Shares held in treasury by or on behalf of ArcelorMittal or the subsidiaries of ArcelorMittal).
The foregoing summary of the Share Repurchase Agreement is qualified by reference to the full text of the Share Repurchase Agreement, a copy of which is included as Exhibit 8 to this Thirteenth Amendment and which is incorporated herein by reference.
Item 7. |
Material to be Filed as Exhibits |
EXHIBIT INDEX
Exhibit Number
|
Description |
| 1* | Shareholder’s Agreement, dated as of August 13, 1997, among Ispat International N.V., LNM Holdings S.L. and Mr. Lakshmi N. Mittal. |
| 2** | Memorandum of Understanding, dated June 25, 2006, between Arcelor S.A., Mittal Steel Company N.V. and Mr. Lakshmi N. Mittal and Mrs. Usha Mittal acting directly and through Mittal Investments S.à r.l. and ISPAT International Investments S.L. |
| 3*** | Form 6-K of ArcelorMittal, dated April 17, 2008, describing certain amendments to the Memorandum of Understanding entered into in the context of the offer of Mittal Steel for Arcelor. |
| 4**** | Platinum Settlement Trust Deed among Lakshmi N. Mittal and Usha Mittal as the settlors and HSBC Trustee (C.I.) Limited as trustee, dated June 18, 2010 |
| 5**** | Articles of Association of Grandel Limited |
| 6***** | Joint Filing Agreement, dated as of January 11, 2013, among Mr. Lakshmi N. Mittal, Mrs. Usha Mittal, Lumen Investments S.à r.l., Grandel Limited, Nuavam Investments S.à r.l. and HSBC Trustee (C.I.) Limited |
| 7****** | Prospectus Supplement of ArcelorMittal, dated May 11, 2020 |
| 8 | Share Repurchase Agreement, dated as of February 12, 2021, between ArcelorMittal and Lumen Investments S.à r.l. (filed herewith). |
| * | Previously filed as an Exhibit to the Schedule 13D filed with the Commission on December 27, 2004. |
| ** | Incorporated by reference to Exhibit 99.1 of Mittal Steel Company N.V.’s Form 6-K furnished to the Commission on June 29, 2006. |
| *** | Incorporated by reference to Form 6-K of ArcelorMittal furnished to the Commission on April 17, 2008. |
| **** | Previously filed as an Exhibit to the Schedule 13D/A (Amendment No.6) filed with the Commission on June 23, 2010. |
| ***** | Previously filed as an Exhibit to the Schedule 13D/A (Amendment No.7) filed with the Commission on January 11, 2013. |
| ****** | Incorporated by reference to the SEC filing pursuant to Securities Act Rule 424(b)(5) by the Company on May 13, 2020. |
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| Dated: February 16, 2021 | |||
| /s/ Lakshmi N. Mittal | |||
| Lakshmi N. Mittal | |||
| /s/ Usha Mittal | |||
| Usha Mittal | |||
| HSBC TRUSTEE (C.I.) LIMITED | |||
| By: | /s/ Peter Stent | ||
| Name: Peter Stent | |||
| Title: Authorised Signatory | |||
| By: | /s/ Anthony Medder | ||
| Name: Anthony Medder | |||
| Title: Authorised Signatory | |||
| GRANDEL LIMITED | |||
| By: | /s/ Matthew Torres | ||
| Name: Matthew Torres | |||
| Title: Director | |||
| By: | /s/ Michael Castiel | ||
| Name: Michael Castiel | |||
| Title: Director | |||
| LUMEN INVESTMENTS S.À R.L. | |||
| By: | /s/ François-Xavier Goossens | ||
| Name: François-Xavier Goossens | |||
| Title: Class A Manager | |||
| By: | /s/ Akiza Aramazani | ||
| Name: Akiza Aramazani | |||
| Title: Class A Manager | |||
| NUAVAM INVESTMENTS S.À R.L. | |||
| By: | /s/ François-Xavier Goossens | ||
| Name: François-Xavier Goossens | |||
| Title: Class A Manager | |||
| By: | /s/ Akiza Aramazani | ||
| Name: Akiza Aramazani | |||
| Title: Class A Manager | |||
SCHEDULE A
ADDITIONAL INFORMATION CONCERNING HSBC TRUSTEE (C.I.) LIMITED
| Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
| Suzanne Fox | HSBC House, Esplanade, St Helier, Jersey, JE1 1GT | Director / Executive Director | HSBC Trustee (C.I.) Limited, Trust Company as regulated by the JFSC | British |
| Anthony Richard Hingley | HSBC House, Esplanade, St Helier, Jersey, JE1 1GT | Managing Director / Director | HSBC Trustee (C.I.) Limited, Trust Company as regulated by the JFSC | British |
| Thomas Lindsay Slattery | HSBC House, Esplanade, St Helier, Jersey, JE1 1GT | Director / Non-executive chairman | HSBC Trustee (C.I.) Limited, Trust Company as regulated by the JFSC | British |
SCHEDULE C
ADDITIONAL INFORMATION CONCERNING LUMEN INVESTMENTS S.À R.L.
| Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
| Douwe TERPSTRA | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Managing Director – Head of Country | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
Netherlands |
| Georges SCHEUER | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | General Manager | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
Luxembourg |
| François-Xavier GOOSSENS | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Executive Director | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
Belgium |
Akiza ARAMAZANI |
6, Rue Eugene Ruppert, L- 2453 Luxembourg | Business Unit Manager Accounting | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
Belgium |
Jean-Francois JOCHUM |
6, Rue Eugene Ruppert, L- 2453 Luxembourg | Business Unit Manager Corporate & Legal | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
France
|
| Aditya MITTAL | 7th Floor, Berkeley Square House, Berkeley Square London W1J 6DA United Kingdom |
Chief Executive Officer | ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg Luxembourg | India |
| Vanisha MITTAL BHATIA | 7th Floor, Berkeley Square House, Berkeley Square London W1J 6DA United Kingdom |
Director | ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg | India |
SCHEDULE D
ADDITIONAL INFORMATION CONCERNING NUAVAM INVESTMENTS S.À R.L
| Name | Business Address | Present Principal Occupation or Employment | Name, Principal Business and Address of Principal Employment | Citizenship |
| Douwe TERPSTRA | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Managing Director | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
Netherlands |
| Georges SCHEUER | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | General Manager | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
Luxembourg |
| François-Xavier GOOSSENS | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Executive Director | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
Belgium |
| Akiza ARAMAZANI | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Business Unit Manager Accounting | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
Belgium
|
| Jean-Francois JOCHUM | 6, Rue Eugene Ruppert, L- 2453 Luxembourg | Business Unit Manager Corporate & Legal | Intertrust (Luxembourg) S.A., Trust Services 6, Rue Eugene Ruppert, L- 2453 Luxembourg |
France
|
| Aditya MITTAL | 7th Floor, Berkeley Square House, Berkeley Square London W1J 6DA United Kingdom |
Chief Executive Officer | ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg | India |
| Vanisha MITTAL BHATIA | 7th Floor, Berkeley Square House, Berkeley Square London W1J 6DA United Kingdom |
Director | ArcelorMittal, 24-26, Boulevard d’Avranches, L-1160 Luxembourg | India |