Arcelormittal South Africa Limited · JSE:ACL
Arcelormittal South Africa — Merger or Acquisition (August 2010)
12 slides from Arcelormittal South Africa's merger presentation, Aug 10, 2010
Slide 1: Announcement of a Broad-Based Black Economic Empowerment Transaction
Announcement of a Broad-Based Black Economic Empowerment p Transaction 10 August 2010
Slide 2: Welcome and Introductions
Welcome and Introductions Johnson Njeke Nku Nyembeza-Heita Sandile Zungu Chairman of CEO of Leader of ArcelorMittal South ArcelorMittal A l Mitt l South S th Ayigobi Consortium Africa Africa 1
Slide 3: Introduction
Introduction • The design g and structure of ArcelorMittal South Africa’s broad-based black economic empowerment (“BEE”) transaction has been developed over an extended period • The BEE transaction introduces new features to South Africa’s empowerment l d landscape • The transaction: – Fulfills one
Slide 4: Transaction Highlights
Transaction Highlights 26% Broad-Based Empowerment Transaction • R9,075m BEE ownership initiative¹ • 26% shareholding in all ArcelorMittal South Africa’s operations (not at a listed level) Size – 21% Ayigobi Consortium led by Sandile Zungu – Comprising 75% strategic BEE partners and 25% broad-based
Slide 5: Designed to Address Challenges in BEE
Designed to Address Challenges in BEE St Structure t Increases I the th Certainty C t i t off a Successful S f l Outcome O t for f all ll Participants P ti i t Challenge Solution • Value leakage to banks • Entirely vendor funded • y of BEE equity Scarcity q y • No equity q y injection j • Transactio
Slide 6: Transaction Overview
Transaction Overview Introduction of BEE at the Operations Level Creation of ArcelorMittal South Africa Operations • ArcelorMittal South Africa will transfer all its operations into ArcelorMittal South Africa Operations (Pty) Ltd (“OPCO”) in exchange for shares • BEE partners will then subscribe for
Slide 7: Composition of Beneficiaries
Composition of Beneficiaries Structure Diagram Broad-based B db d Strategic BEE Groupings 75% 25% ArcelorMittal South Africa Ayigobi Consortium ESOP (Listed) 74% 21% 5% OPCO Ayigobi Consortium: Strategic BEE Ayigobi Consortium: Broad-based Groupings • Sandile Zungu led strategic consortium, includin
Slide 8: Returns to BEE
Returns to BEE BEE To Receive Minimum and Maximum Gains G i to Gains t BEE Partners P t G Graphical hi l Representation R t ti off Gains G i tot BEE • Notional funding mechanism has been designed to 2500 secure minimum gains and maximum gains for the Ayigobi Consortium and ESOP: Value: R2,073m – Min
Slide 9: Employee Share Ownership Programme
Employee Share Ownership Programme 5% of ArcelorMittal Operations Reserved for Employees • ESOP to benefit ArcelorMittal South Africa employees not currently part of an existing ArcelorMittal South Africa share scheme – 15% skew in favour of PDI employees – 10% allocation for future PDI employees Be
Slide 10: In Summary
In Summary Transaction Objectives Demonstrate ArcelorMittal South Africa and ArcelorMittal Group'sp commitment to empowerment and transformation Aligns the interests of the BEE partners with ArcelorMittal South Africa Meaningful and sustainable wealth creation and black empowerment Ensures h
Slide 11: Questions
“< ArcelorMittal QUESTIONS 10
Slide 12: Next Steps
Next Steps • Publication of financial effects of the transaction ((by y 30-Aug) g) • Circular to shareholders (on 06-Sep) • Extraordinary general meeting (on 28-Sep) • Fulfillment of conditions precedent p – Regulatory approvals (SRP and JSE rulings) – Shareholder approvals (50%+1) of the proposed t
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