ArcelorMittal S.A. : ArcelorMittal Announces Invitation for Offers to Sell Bonds for Cash in relation to EUR 500,000,000 4.625%

  ArcelorMittal S.A. : ArcelorMittal Announces Invitation for Offers to Sell
Bonds for Cash in relation to EUR 500,000,000 4.625% Bonds due 7 November 2014
             issued by ArcelorMittal Finance (ISIN XS0204395213)

Luxembourg, June 17, 2013 - ArcelorMittal ("ArcelorMittal" or the "Company")
today announced the commencement of an invitation for offers to sell (the
"Invitation") for cash of any and all of the bonds issued by its subsidiary,
ArcelorMittal Finance, set forth in the table below (the "Existing Bonds"). 

          Bonds               ISIN         Outstanding       Purchase Price
                                       aggregate principal
EUR 500,000,000 4.625 per XS0204395213    €500,000,000       Purchase Price:
    cent. Bonds due 7                                      104.575% (€1,045.75
 November 2014 issued by                                   for each €1,000 in
  ArcelorMittal Finance                                     principal amount)

Concurrently with the Invitation, ArcelorMittal and ArcelorMittal USA LLC  are 
making an offer to purchase  any and all of  the USD denominated 6.500%  notes 
due April  15,  2014  issued  by ArcelorMittal  USA  LLC  (the  "ConcurrentUSD 
Offer"). The Concurrent USD Offer has no impact on the offers set out in  the 

The purpose of the Invitation  is to retire all or  a portion of the  Existing 
Bonds prior to their  maturity. The Invitation  reflects the Company's  robust 
liquidity position  and forms  part  of the  Company's proactive  approach  to 
managing its  debt  maturity  profile,  reducing  gross  debt  and  optimizing 
interest costs.

1.This announcement does not  contain the full terms  and conditions of  the 
    Invitation, which are contained  in the invitation  for offers dated  June 
    17, 2013 prepared by ArcelorMittal (the "Invitation for Offers", as it may
    be amended or  supplemented from  time to time),  and are  subject to  the 
    offer restrictions  set out  below  and as  more  fully described  in  the 
    Invitation for Offers.

2.The price payable per principal amount of the Existing Bonds in respect of
    which offers to sell are  accepted will be (a)  a fixed price of  104.575% 
    plus (b)  accrued and  unpaid  interest on  the  Existing Bonds  from  and 
    including  the  immediately  preceding  interest  payment  date  for  such 
    Existing Bonds up to, but excluding, the settlement date.

ArcelorMittal's obligation to  accept for  purchase, and to  pay for  Existing 
Bonds validly offered  pursuant to  the Invitation are  conditioned upon,  the 
satisfaction or,  where  applicable, ArcelorMittal's  waiver  of a  number  of 
conditions described in the Invitation for Offers. ArcelorMittal reserves  the 
right, in its sole discretion, to waive  any one or more of the conditions  to 
the Invitation at any time.

Offers to sell Existing Bonds pursuant to the Invitation may be withdrawn only
in  the  limited  circumstances  described  in  the  section  "Amendment   and 
Termination" of the Invitation for Offers.

J.P. Morgan Securities  plc has  been appointed to  serve as  the sole  dealer 
manager for the Offers. D.F. King &  Co., Inc. has been retained to serve  as 
the information agent and tender agent. 

For additional  information  regarding the  terms  of the  Invitation,  please 
contact J.P. Morgan  Securities PLC  at +44 (0)  20 7134  3414. Requests  for 
documents and questions  regarding the offers  to sell Existing  Bonds may  be 
directed to D.F. King & Co., Inc. at +44 (0)20 7920 9700.

The Invitation for Offers is expected to be distributed to holders of Existing
Bonds beginning  today. Copies  of  the Invitation  for  Offers may  also  be 
obtained at no charge from D.F. King & Co., Inc.

None of ArcelorMittal, the dealer manager, the information agent or the tender
agent makes any  recommendation as  to whether  any holder  of Existing  Bonds 
should tender or refrain  from tendering all or  any portion of the  principal 
amount of such Existing Bonds.

This press release is neither an offer  to purchase nor a solicitation to  buy 
any of these Existing  Bonds nor is  it a solicitation  for acceptance of  the 
Invitation. ArcelorMittal is making the  Invitation only by, and pursuant  to 
the terms of, the Invitation for Offers. The Invitation is not being made  to 
(nor will offers  to sell  Existing Bonds  be accepted  from or  on behalf  of 
holders of  Existing  Bonds  in  any  jurisdiction  in  which  the  making  or 
acceptance thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.

This announcement must be read in conjunction with the Invitation for Offers.


United States. The Invitation is not being made and will not be made directly
or indirectly in  or into,  or by  use of the  mails of,  or by  any means  or 
instrumentality (including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of interstate  or 
foreign commerce of, or any facility of a national securities exchange of,  or 
to beneficial  owners of  the Existing  Bonds who  are located  in the  United 
States as defined  in Regulation  S of  the U.S.  Securities Act  of 1933,  as 
amended (the "Securities Act") or to  U.S. Persons as defined in Regulation  S 
of the Securities Act (each a "U.S. Person") and the Existing Bonds may not be
offered for sale in the Invitation by any such use, means, instrumentality  or 
facility from or within the United  States, by persons located or resident  in 
the United States or  by U.S. Persons. Accordingly,  copies of the  Invitation 
for Offers and any  documents or materials related  to the Invitation are  not 
being,  and  must  not  be,  directly  or  indirectly,  mailed  or   otherwise 
transmitted, distributed or forwarded in or  into the United States or to  any 
such person.  Any  purported offer  to  sell  in response  to  the  Invitation 
resulting directly or indirectly from  a violation of these restrictions  will 
be invalid, and Offers to Sell made  by a person located in the United  States 
or any agent, fiduciary  or other intermediary  acting on a  non-discretionary 
basis for a principal giving instructions from within the United States or any
U.S. Person will not be accepted.

Each holder of Existing Bonds participating in an offer to sell will represent
that it  is  not a  U.S.  Person  located in  the  United States  and  is  not 
participating in such offer to sell from the United States, or it is acting on
a non-discretionary basis for  a principal located  outside the United  States 
that is not  giving an order  to participate in  such offer to  sell from  the 
United States and who is not a U.S.  Person. For the purposes of this and  the 
above paragraph,  "United States"  means  the United  States of  America,  its 
territories and possessions (including Puerto  Rico, the U.S. Virgin  Islands, 
Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state
of the United States of America and the District of Columbia.

United Kingdom. Neither the  communication of the  Invitation for Offers  nor 
any other offer  material relating to  the Invitation is  being made, and  the 
Invitation for Offers has not been  approved, by an authorised person for  the 
purposes of section  21 of  the UK Financial  Services and  Markets Act  2000. 
Accordingly, the Invitation for Offers is  not being distributed to, and  must 
not be passed on  to, the general  public in the  United Kingdom. Rather,  the 
communication of the Invitation for Offers  as a financial promotion is  being 
made to, and  is directed  only at:  (a)persons outside  the United  Kingdom; 
(b)those persons falling  within the definition  of Investment  Professionals 
(contained in Article  19(5) of the  Financial Services and  Markets Act  2000 
(Financial Promotion) Order 2005 (the  "Order")) or (c)those persons  falling 
within Article 43  of the Order,  or (d)high net  worth companies, and  other 
persons to  whom  it may  lawfully  be communicated,  falling  within  Article 
49(2)(a) to (d)  of the  Order; or  (e)any person  to whom  it may  otherwise 
lawfully be made  in accordance with  the Order (such  persons together  being 
"relevant persons"). The Invitation for  Offers is only available to  relevant 
persons and the transactions contemplated herein will be available only to, or
engaged in only with relevant persons,  and this financial promotion must  not 
be relied or acted upon by persons other than relevant persons.

France. The Invitation  for Offers as  well as any  other offering  materials 
relating to  the  Invitation  have  not  been  distributed  or  caused  to  be 
distributed and will  not be distributed  or caused to  be distributed to  the 
public in France; such  Invitation and distributions have  not been and  shall 
not be made, directly or indirectly,  to the public in France. Only  qualified 
investors (investisseurs qualifiés) acting for  their own account, other  than 
individuals, (each a "Qualified Investor") as defined in Articles L. 411-1, L.
411-2 and  D. 411-1,  of the  French  Code monétaire  et financier  and  other 
applicable regulations will be entitled to  offer to sell the Existing  Bonds. 
Neither the Invitation for Offers, nor  any other such offering materials  has 
been submitted  for  clearance to  the  Autorité des  marchés  financiers.  By 
offering to sell Existing Bonds, an investor resident and/or located in France
will be deemed to represent and warrant to the Company, the dealer manager and
the tender agent that it is a Qualified Investor.

Italy. None of the  offers to sell,  the Invitation for  Offers or any  other 
documents or materials relating  to the Offers  to Sell have  been or will  be 
submitted to  the clearance  procedure  of the  Commissione Nazionale  per  le 
Società e la Borsa ("CONSOB").

The offers to sell are being carried out in the Republic of Italy as  exempted 
offers pursuant to article 101-bis, paragraph 3-bis of the Legislative  Decree 
No. 58 of  24 February  1998, as amended  (the "Financial  Services Act")  and 
article 35-bis, paragraph  4, of CONSOB  Regulation No. 11971  of 14 May  1999 
(the "Issuers' Regulation"), as amended.

Bondholders or beneficial  owners of the  Existing Bonds that  are located  in 
Italy, can tender some or all of  their Existing Bonds pursuant to the  offers 
to sell  through  authorised  persons  (such as  investment  firms,  banks  or 
financial intermediaries  permitted to  conduct such  activities in  Italy  in 
accordance with the Financial Services Act, CONSOB Regulation No. 16190 of  29 
October 2007, as amended from time to time, and Legislative Decree No. 385  of 
September 1, 1993,  as amended)  and in  compliance with  applicable laws  and 
regulations or  with  requirements imposed  by  CONSOB or  any  other  Italian 

Each intermediary  must  comply  with  the  applicable  laws  and  regulations 
concerning information duties  vis-à-vis its  clients in  connection with  the 
Existing Bonds or the offers to sell.

Canada. The materials relating to the  offers to sell do not constitute,  and 
may not be  used in connection  with, an  offer or solicitation  in any  place 
where offers  or  solicitations  are  not  permitted  by  law.  Any  offer  or 
solicitation in Canada  must be made  through a dealer  that is  appropriately 
registered under the laws of the  applicable province or territory of  Canada, 
or pursuant to an exemption from that requirement.

                             About ArcelorMittal

ArcelorMittal is the world's leading integrated steel and mining company, with
a presence in more than 60 countries.

ArcelorMittal is  the leader  in  all major  global steel  markets,  including 
automotive, construction, household appliances and packaging, with leading R&D
and technology, as  well as  sizeable captive  supplies of  raw materials  and 
outstanding distribution  networks. With  an industrial  presence in  over  20 
countries spanning four continents,  the Company covers all  of the key  steel 
markets, from emerging to mature.

Through  its   core  values   of  sustainability,   quality  and   leadership, 
ArcelorMittal commits to operating  in a responsible way  with respect to  the 
health,  safety  and  well-being  of   its  employees,  contractors  and   the 
communities in which  it operates.  It is  also committed  to the  sustainable 
management of  the environment.  It takes  a leading  role in  the  industry's 
efforts to  develop  breakthrough  steelmaking technologies  and  is  actively 
researching  and  developing  steel-based  technologies  and  solutions   that 
contribute to combat climate change.

In  2012,  ArcelorMittal  had  revenues  of  $84.2  billion  and  crude  steel 
production of  88.2million tonnes,  representing  approximately 6  percent  of 
world steel output.

ArcelorMittal is listed  on the stock  exchanges of New  York (MT),  Amsterdam 
(MT), Paris  (MT), Luxembourg  (MT)  and on  the  Spanish stock  exchanges  of 
Barcelona, Bilbao, Madrid and Valencia (MTS).

For more information about ArcelorMittal please visit:

Contact us

Contact information ArcelorMittal Investor Relations
Europe: +352 4792 2484
Americas: +1 312 899 3569
Retail: +352 4792 2434
SRI: +44 203 214 2854
Bonds/Credit: +33 1 71 92 10 26

Contact information ArcelorMittal Corporate Communications
Phone: +352 4792 5000

ArcelorMittal Corporate Communications
Tobin Postma (Head of Media Relations) +44 203 214 2412
Laura Nutt +44 207 543 1125

Maitland Consultancy:
Martin Leeburn +44 20 7379 5151

Image 7
Sylvie Dumaine / Anne-Charlotte Creach
+33 (1) 53 70 74 70

Tender Agent - D.F. King


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Source: ArcelorMittal S.A. via Thomson Reuters ONE
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