Mittal Steel Europe S.A.: Notice Relating to Excess Cash Flow Offer
11 Mayo 2005 - 7:13AM
PR Newswire (US)
Mittal Steel Europe S.A.: Notice Relating to Excess Cash Flow Offer
ROTTERDAM, The Netherlands, May 11 /PRNewswire-FirstCall/ -- This
announcement is neither an offer to purchase nor a solicitation of
an offer to sell any securities. The offer described below is made
only pursuant to the Statement (as defined below). Holders of Notes
(as defined below) should seek advice from an independent financial
adviser as to whether they should tender Notes. Notice Relating to
excess cash flow offer by Mittal Steel Europe S.A. (formerly known
as Ispat Europe Group S.A.) to Purchase Up to EUR31 million of its
Outstanding EUR150 million Principal Amount of 11.875% Senior
Secured Notes Due 2011 (the "Notes") (144A - ISIN Number
XS0121372220; Common Code 012137222) (Reg S - ISIN XS0121371842;
Common Code 012137184) (Registered Notes - ISIN XS0131858671;
Common Code 013185867) Mittal Steel Europe S.A. (formerly known as
Ispat Europe Group S.A.) (the "Company") announces that it has
commenced an excess cash flow offer (the "Excess Cash Flow Offer")
relating to its outstanding Notes on the terms and subject to the
conditions set forth in an Excess Cash Flow Offer Statement dated
May 9, 2005 (the "Statement"). According to Section 4.17 of the
Indenture pursuant to which the Notes were issued, if the Company
has Excess Cash Flow (as defined in the Indenture) for any fiscal
year, the Company is obliged to apply an amount equal to 33% of
such Excess Cash Flow for such fiscal year to make an excess cash
flow offer. For the fiscal year ended December 31, 2004, the
Company had Excess Cash Flow (as defined in the Indenture) of EUR93
million, 33% (or EUR31 million) of which is being made available
for this Excess Cash Flow Offer. Accordingly, upon the terms and
subject to the conditions provided in the Statement, including the
provisions with respect to proration, the Company is offering to
purchase up to EUR31 million in aggregate principal amount of its
outstanding Notes at 100% of their principal amount, without
premium (the "Purchase Price"), plus accrued and unpaid interest.
The Offer commences on May 9, 2005 and expires at 5:00 p.m., London
time, on June 7, 2005 (such time and date as the same may be
extended, the "Expiration Time"). If the Offer is consummated, the
settlement date will be on a date promptly after the acceptance by
the Company of tendered Notes. The Company expects the settlement
date (subject to any extension thereof) to be June 10, 2005. The
Offer is being made solely pursuant to the Statement which, among
other things, (a) more fully sets forth and governs the terms and
conditions of the Excess Cash Flow Offer, (b) contains additional
information about the terms of the Excess Cash Flow Offer, (c) sets
forth how to tender Notes and (d) contains the conditions to the
Excess Cash Flow Offer. The Statement contains important
information that should be read carefully before any decision is
made with respect to the Excess Cash Flow Offer. In deciding
whether to participate in the Excess Cash Flow Offer, each holder
should carefully consider the factors set forth under "Certain
Significant Considerations" in the Statement. The Tender Agent for
the Excess Cash Flow Offer is JP Morgan Chase Bank, N.A. and the
Luxembourg Tender Agent for the Excess Cash Flow Offer is JP Morgan
Bank Luxembourg S.A. (together, the "Tender Agents"). Copies of the
Statement can be obtained (as well as information about the terms
of the Excess Cash Flow Offer, how to tender Notes and the
conditions to the Excess Cash Flow Offer) by contacting JP Morgan
Chase Bank N.A., 1 Chaseside, Bournemouth, Dorset, BH7 7DB, United
Kingdom, Attention: Institutional Trust Services, Fax:
+44-(0)-1202-323813, Telephone: +44-(0)-1202-321260, or JP Morgan
Bank Luxembourg S.A., 6, Route de Treves, L-2633 Senningerberg,
Luxembourg, Attention: Manager of Institutional Trust Services,
Fax: +352-46-26-85-804, Telephone: +352-46-26-85-180. This
announcement does not constitute a recommendation regarding the
Excess Cash Flow Offer. Holders should seek advice from an
independent financial adviser as to the suitability of the
transactions described herein for the individual concerned. UNDER
NO CIRCUMSTANCES SHALL THIS NOTICE CONSTITUTE AN INVITATION OR
OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY
THE NOTES. This communication is only for circulation to Holders of
the Notes and to other persons to whom it may lawfully be issued in
accordance with the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001, any such person being a "relevant
person". This communication may not be acted upon by anyone who is
not a relevant person. DATASOURCE: Mittal Steel Company N.V.
CONTACT: Press contact: Mr. R. Krishnan, Tel: +49-40-7408-400
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