Share Capital & Voting Rights
The following table sets forth information on March 12, 2021 with respect to the beneficial ownership and voting rights of Aperam shares by each person who is known to be the beneficial owner of more than 5% of Aperam’s issued share capital and the number of treasury shares.
|Shares||% of issued shares||% of voting rights|
|Number of issued shares||79,996,280|
|Number of issued shares less treasury shares||79,894,732|
|Significant shareholder (1)||32,709,982||40.89%||40.94%|
|Other public shareholders||47,184,750||58.98%||59.06%|
|of which M&G plc||4,808,258||6.01%||6.02%|
(1) The term “Significant shareholder” means the trust (HSBC Trust (C.I.) Limited, as trustee) of which Mr. Lakshmi N. Mittal, Ms. Usha Mittal and their children are the beneficiaries, holding Aperam shares through Value Holdings II Sàrl, a limited liability company organised under the laws of Luxembourg (“Value Holdings II”).
For purposes of this table, ordinary shares owned directly by Mr. Lakshmi N. Mittal and his wife, Ms. Usha Mittal are aggregated with those ordinary shares beneficially owned by the Significant shareholder.
At March 12, 2021, Mr. Lakshmi N. Mittal and Ms. Usha Mittal, had direct ownership of Aperam ordinary shares and indirect ownership, through the Significant shareholder, of one holding company that owns Aperam ordinary shares: Value Holdings II. Value Holdings II was the owner of 32,696,642 Aperam ordinary shares. Mr. Lakshmi N. Mittal was the direct owner of 11,090 Aperam ordinary shares. Ms. Usha Mittal was the direct owner of 2,250 Aperam ordinary shares. Mr. Lakshmi N. Mittal, Ms. Usha Mittal and the Significant shareholder shared indirect beneficial ownership of 100% of Value Holdings II. Accordingly, Mr. Lakshmi N. Mittal was the beneficial owner of 32,707,732 Aperam ordinary shares, Ms. Usha Mittal was the beneficial owner of 32,698,892 Aperam ordinary shares and the Significant shareholder was the beneficial owner of 32,709,982 ordinary shares.
Number of issued shares
- On 29 September 2020, 3,700,0000 shares acquired under the 2019 share buyback program were cancelled in line with the announced purpose of the program. The total number of issued shares as of 29 September 2020 amounts to 79,996,280 (Link to Annex B with reference to article 14 of the Transparency Law). On April 1, 2020, the Company announced that the Board of Directors decided to prudently defer the start of the 2020 share buy back programme by 6 months to assess the severity and duration of the economic contraction linked to the COVID-19, while keeping the announced dividends. As communicated on July 29, 2020, a decision on the 2020 share buy back is to be announced with the release of the Q3 2020 results. As a consequence, as of September 29, 2020, the Company did not repurchase own shares under the 2020 programme. On November 4, 2020, Aperam announced that considering the remaining exceptional COVID related uncertainties, the Board of Directors has decided to cancel the 2020 share buy back program.
- On 18 July 2019, 1,800,0000 shares acquired under the 2018 share buyback program were cancelled in line with the announced purpose of the program. The total number of issued shares as of 18 July 2019 amounts to 83,696,280. On 18 July 2019, the number of treasury shares amounts to 3,899,921, out of which 3,700,000 shares are intended to be cancelled and reduce the share capital of the Company, in coherence with the objective of the 2019 program.
- On 11 October 2017, 3,196,556 newly issued shares were delivered to Convertible and/or Exchangeable Bonds due 2020 against conversion notices. As a consequence the number of issued shares amounts to 85,496,280 as of 11 October 2017.
- On 11 August 2017, 877,861 newly issued shares were delivered to Convertible and/or Exchangeable Bonds due 2020 against conversion notices. As a consequence the number of issued shares amounts to 82,299,724 as of 11 August 2017.
- On 4 August 2017, 4,036,258 newly issued shares were delivered to Convertible and/or Exchangeable Bonds due 2020 against conversion notices. As a consequence the number of issued shares amounts to 81,421,863 as of 4 August 2017.
- On 2 June 2017 and 22 June 2017, respectively 1,288,166 and 47,709 newly issued shares were delivered to Convertible and/or Exchangeable Bonds due 2020 against conversion notices, representing a total number of shares of 1,335,875. As a consequence the number of issued shares amounts to 77,385,605 as of 22 June 2017.
With reference to the law and grand ducal regulation of 11 January 2008 on transparency requirements for issuers of securities, the shareholding notifications are made available below:
- 18 August 2020: M&G plc (6.86%)
- 5 August 2020: M&G plc (6.86%)
- 2 June 2020: Société Générale SA (4.52%)
- 28 May 2020: Société Générale SA (5.22%)
- 6 May 2020: Société Générale SA (5.03%)
- 6 May 2020: Société Générale SA (4.60%)
- 20 April 2020: Société Générale SA (4.51%)
- 15 April 2020: Société Générale SA (5.94%)
- 25 October 2019: Prudential plc (0%)
- 25 October 2019: M&G plc (6.77%)
- 1 April 2019: Prudential plc (5.07%)
- 1 April 2019: Prudential plc (5%)
- 1 April 2015: JP Morgan Asset Management Holdings Inc.
- 31 March 2015: JP Morgan Asset Management Holdings Inc.
- 30 March 2015: Alken Luxembourg S.A.
- 10 February 2015: JP Morgan Asset Management Holdings Inc.
- 3 February 2015: JP Morgan Asset Management Holdings Inc.
- 27 January 2015: JP Morgan Asset Management Holdings Inc.
- 14 January 2015: JP Morgan Asset Management Holdings Inc.
Share buy-back authorization
On May 5, 2015, the Annual General Meeting of Shareholders decided (a) to cancel the authorisation granted to the Board of Directors by the general meeting of shareholders held on January 21, 2011, with respect to the share buyback program, and (b) to authorise the Board of Directors of the Company, with option to delegate, and the corporate bodies of the other companies in the Aperam Group in accordance with the Luxembourg law of August 10, 1915, on commercial companies, as amended (the “Law”), to acquire and sell shares in the Company in accordance with the Law and any other applicable laws and regulations, including but not limited to entering into offmarket andover the counter transactions and to acquire shares in the Company through derivative financial instruments. The authorisation is valid for a period of five (5) years or until the date of its renewal by a resolution of the general meeting of shareholders if such renewal date is prior to the expiration the five year period. The maximum number of shares that may be acquired is the maximum allowed by the Law as amended in such manner that the accounting par value of the Company’s shares held by the Company do not in any event exceed 10% of the Company’s issued share capital. The maximum number of own shares that Aperam may hold at any time directly or indirectly may not have the effect of reducing its net assets (“actif net”) below the amount mentioned in paragraphs 1 and 2 of Article 721 of the Law. The purchase price per share to be paid shall not represent more than 110% of the trading price of the shares on the Euronext markets where the Company is listed or the Luxembourg Stock Exchange, depending on the market on which the purchases are made, and no less than one euro cent. For offmarket transactions, the maximum purchase price shall be 110% of the reference price on the Euronext markets where the Company is listed. The reference price will be deemed to be the average of the final listing prices per share on these markets during thirty (30) consecutive days on which these markets are open for trading preceding the three trading days prior to the date of purchase. In the event of a share capital increase by incorporation of reserves or issue of shares at premium and the free allotment of shares as well as in the event of the division or regrouping of the shares, the purchase price indicated above shall be adjusted by a multiplying coefficient equal to the ratio between the number of shares comprising the issued share capital prior to the transaction and such number following the transaction.March