MT Arcelor Mittal New

CUSIP No. 03938L104  

CUSIP No. 03938L104  

CUSIP No. 03938L104

CUSIP No. 03938L104  

CUSIP No. 03938L104  

CUSIP No. 03938L104

This Amendment No. 18 (this “Eighteenth Amendment”) to Schedule 13D amends and supplements Amendment No. 17 to Schedule 13D, filed February 23, 2022 (the “Seventeenth Amendment”), Amendment No.16 to Schedule 13D, filed November 19, 2021, Amendment No. 15 to Schedule 13D, filed August 2, 2021, Amendment No.14 to Schedule 13D, filed June 22, 2021, Amendment No.13 to Schedule 13D, filed February 16, 2021, 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 Eighteenth Amendment have the meanings ascribed to such terms in the Statement.

Item 2. Identity and Background.

Schedule A of the Statement is hereby amended and restated by Schedule A of this Eighteenth 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 Seventeenth Amendment by the Reporting Persons.

Item 4. Purpose of Transaction.

The first six 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 10, 2022 and February 11, 2022, ArcelorMittal announced a sixth buy-back program for an aggregate maximum amount of $1,000,000,000 (the “Sixth Buy-Back Program”). In connection with the Sixth Buy-Back Program, ArcelorMittal and Lumen entered into the Fourth Amendment Agreement (as defined below) governing the sale of ArcelorMittal Shares by Lumen to ArcelorMittal under the Sixth Buy-Back Program. The Sixth Buy-Back Program is ongoing and Lumen has sold 525,177 ArcelorMittal Shares under the Sixth Buy-Back Program as at the date of this Eighteenth Amendment. Lumen no longer intends to sell to ArcelorMittal, and ArcelorMittal no longer intends to acquire from Lumen, ArcelorMittal Shares in the Sixth Buy-Back Program. Accordingly, ArcelorMittal and Lumen entered into the Termination Agreement (as defined below).

The foregoing summary of Lumen’s and ArcelorMittal’s intention to no longer sell and purchase the ArcelorMittal Shares, respectively, under the Sixth Buy-Back Program should be read in conjunction with the full text of the Termination Agreement, a copy of which is included as Exhibit 13 to this Eighteenth Amendment and which is incorporated herein by reference. The descriptions of the Fourth Amendment Agreement and the Termination Agreement as set forth in Item 6 of this Eighteenth Amendment are incorporated by reference herein.

 Item 5. Interest in Securities of the Issuer.

The response set forth in Items 5(a)-(c) of the Statement are hereby amended by deleting the previous response in its entirety and replacing it with the following:

(a) Lumen is the direct owner of 266,444,475 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 9,266,600 of ArcelorMittal Shares. Accordingly, Lumen is the beneficial owner of 275,711,075 ArcelorMittal Shares in total, representing 30.0% of the ArcelorMittal Shares outstanding.

Nuavam is the direct owner of 63,658,348 ArcelorMittal Shares, representing 7.0% of the ArcelorMittal Shares outstanding.

Grandel Singapore is the indirect owner of 339,369,423 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 339,369,423 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 Singapore, 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 Singapore and accordingly Mr. Mittal is the beneficial owner of 339,656,165 ArcelorMittal Shares in total, representing 37.0% of the ArcelorMittal Shares outstanding. In addition, Mr. Mittal holds a total of 378,324 performance share units, granted by ArcelorMittal pursuant to its Group Management Board Performance Share Unit Plan (“PSU”), of which 154,409 may vest in 2022, 89,933 may vest in 2023, 77,372 may vest in 2024 and 56,610 may vest in 2025. 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 Singapore and accordingly Mrs. Mittal is the beneficial owner of 339,394,923 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 349,185 PSUs of which 133,720 may vest in 2022, 82,584 may vest in 2023, 71,050 may vest in 2024 and 61,831 may vest in 2025. 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 937,809,772 ArcelorMittal Shares issued as of February 28, 2022 as published on the website of ArcelorMittal, of which 28,326,580 were held by ArcelorMittal as treasury stock, and 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 266,444,475 ArcelorMittal Shares. In addition, Lumen also holds Convertible Notes, which it may convert into 9,266,600 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 Singapore, 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 275,711,075 ArcelorMittal Shares, representing 30.0% 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 Singapore, 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 7.0% of the ArcelorMittal Shares outstanding.

Grandel Singapore has the power to vote or to direct the vote or dispose or direct the disposition of 330,102,823 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 Singapore 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 Singapore would also have shared voting and dispositive power over the 9,266,600 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly, Grandel Singapore shares the power to vote or to direct the vote or dispose or direct the disposition of 339,369,423 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 330,102,823 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 Singapore, as well as with Lumen, Nuavam and Grandel Singapore as described in the preceding three paragraphs. In addition, the Trustee would also have shared voting and dispositive power over the 9,266,600 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 339,369,423 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 Singapore, 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 339,369,423 ArcelorMittal Shares beneficially owned by him, representing 37.0% 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 Singapore, 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 339,369,423 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) Set forth below is a table indicating the number of shares acquired, average price per share, and settlement date for acquisitions of shares by ArcelorMittal from Lumen under the Sixth Buy-Back Program.

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 “Share Repurchase Agreement and Amendments Thereto” in entirety and replacing it with the following:

Share Repurchase Agreement and Amendments Thereto

On February 12, 2021, ArcelorMittal and Lumen entered into a share repurchase agreement (the “Share Repurchase Agreement”) in connection with the First Buy-Back Program and Second Buy-Back Program.

On June 21, 2021, ArcelorMittal and Lumen entered into an amendment to the Share Repurchase Agreement (the “First Amendment Agreement”) in connection with the Third Buy-Back Program.

On July 30, 2021, ArcelorMittal and Lumen entered into a second amendment to the Share Repurchase Agreement (the “Second Amendment Agreement”) in connection with the Fourth Buy-Back Program.

On November 17, 2021, ArcelorMittal and Lumen entered into a third amendment to the Share Repurchase Agreement (the “Third Amendment Agreement”) in connection with the Fifth Buy-Back Program.

On February 15, 2022, ArcelorMittal and Lumen entered into a fourth amendment to the Share Repurchase Agreement (the “Fourth Amendment Agreement”) in connection with the Sixth Buy-Back Program. Under the Fourth Amendment Agreement, Lumen agreed to sell, and ArcelorMittal agreed to purchase, the ArcelorMittal Shares under the Sixth Buy-Back Program in accordance with the provisions therein. While the Sixth Buy-Back Program is ongoing, Lumen no longer intends to sell to ArcelorMittal, and ArcelorMittal no longer intends to acquire from Lumen, ArcelorMittal Shares in the Sixth Buy-Back Program. Accordingly, ArcelorMittal and Lumen entered into a agreement to terminate the Fourth Amendment Agreement (the “Termination Agreement”).

The foregoing summary of the Share Repurchase Agreement, the First Amendment Agreement, the Second Amendment Agreement, the Third Amendment Agreement, the Fourth Amendment Agreement and the Termination Agreement are qualified by references to the full text of the Share Repurchase Agreement, the First Amendment Agreement, the Second Amendment Agreement, the Third Amendment Agreement, the Fourth Amendment Agreement and the Termination Agreement, copies of which are included as Exhibit 8, Exhibit 9, Exhibit 10, Exhibit 11, Exhibit 12 and Exhibit 13, respectively, to this Eighteenth Amendment and which are incorporated herein by reference.

To the knowledge of the Reporting Persons, except as specified in this Statement, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between the persons named in Item 2 and any person with respect to any securities of ArcelorMittal, including but not limited to transfer or voting of any of the securities of ArcelorMittal, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of ArcelorMittal.

EXHIBIT INDEX

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: March 3, 2022

/s/Lakshmi N. Mittal

Lakshmi N. Mittal

/s/Usha Mittal

Usha Mittal

HSBC TRUSTEE (C.I.) LIMITED

/s/Peter Stent

Name: Peter Stent
Title: Authorised Signatory

/s/Anthony Medder

Name: Anthony Medder
Title: Authorised Signatory

GRANDEL PTE. LTD.

/s/Sanjay Shukla

Name: Sanjay Shukla
Title: Director

/s/Jaswinder Kaur

Name: Jaswinder Kaur
Title: Director

LUMEN INVESTMENTS S.À R.L.

/s/Jacques de Patoul

Name: Jacques de Patoul
Title: Class A Manager

/s/Francois-Xavier Goossens

Name: Francois-Xavier Goossens
Title: Class A Manager

NUAVAM INVESTMENTS S.À R.L.

/s/Jacques de Patoul

Name: Jacques de Patoul
Title: Class A Manager

/s/Francois-Xavier Goossens

Name: Francois-Xavier Goossens
Title: Class A Manager

SCHEDULE A
 

ADDITIONAL INFORMATION CONCERNING HSBC TRUSTEE (C.I.) LIMITED

TERMINATION AGREEMENT RELATING TO THE FOURTH AMENDMENT, DATED 15 FEBRUARY 2022, TO THE SHARE REPURCHASE AGREEMENT DATED 12 FEBRUARY 2021, AS AMENDED

Between

Lumen Investments S.à r.l.

and

ArcelorMittal

[Termination Agreement to the Fourth Amendment to the Share Repurchase Agreement between Lumen Investments S.à r.l. and ArcelorMittal –25 February 2022]

TERMINATION AGREEMENT TO THE FOURTH AMENDMENT TO THE SHARE REPURCHASE AGREEMENT (the “Termination Agreement”), dated 25 February 2022, by and between:

RECITALS:

NOW IT IS HEREBY AGREED as follows:

Clause 1. Definitions.

Unless otherwise stated herein, words and expressions defined in the Agreement shall have the same meaning when used in this Termination Agreement.

Clause 2. Representations and Warranties.

Each of the Purchaser and the Seller repeat the representations and warranties to the other that as made in the Agreement by reference to the facts and circumstances existing on the date of this Termination Agreement and as of the Effective Date (defined below) but as if references in clause 3 (Representations and Warranties) of the Agreement to “the Agreement” were instead to this Termination Agreement.

[Termination Agreement to the Fourth Amendment to the Share Repurchase Agreement between Lumen Investments S.à r.l. and ArcelorMittal –25 February 2022]

Clause 3. Effect of the Termination Agreement.

This Termination Agreement terminates the Fourth Amendment as of the close of business on February 24, 2022 (the “Effective Date”), without prejudice to the settlement of any repurchases initiated prior to such termination.

Clause 4. Governing law; Submission to jurisdiction.

This Termination Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. Each Party irrevocably agrees that the courts of Luxembourg-City have sole and exclusive jurisdiction to decide and to settle any dispute or claim arising out of or relating to this Termination Agreement.

Clause 5. Counterparts.

This Termination Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument. No counterpart shall be effective until each Party has executed at least one counterpart.

[Termination Agreement to the Fourth Amendment to the Share Repurchase Agreement between Lumen Investments S.à r.l. and ArcelorMittal –25 February 2022]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment Agreement as of the date and year first written above.

The Seller

/s/ Evdokia Potolia

By: Evdokia Potolia

Title: A manager

/s/ Jacques de Patoul

By: Jacques de Patoul

Title: A manager

The Purchaser

/s/ h.j. scheffer

By: h.j. scheffer

Title: Company Secretary

/s/ Philippe Noury

By: Philippe Noury

Title: Group Treasurer

[Termination Agreement to the Fourth Amendment to the Share Repurchase Agreement between Lumen Investments S.à r.l. and ArcelorMittal –25 February 2022]