UGGC & Associés assists Arcelor for its investment in Sonasid

Arcelor, Société Nationale d’Investissement (SNI) and the shareholders of Sonasid have entered into a strategic partnership agreement for the development of Sonasid. This agreement brings together three important players in the Moroccan and international economy: • Arcelor, the number one world steel manufacturer, at an international scale, and number one steel producer in Europe and Latin America, and leader in the main automobile, construction, household appliance and industrial packaging markets. • SNI, the number one private industrial and financial group in Morocco, a financial holding company publicly traded on the Casablanca stock exchange that actively participates in value-generating projects for the country, with turnover of 467 million Dirhams in 2004 (approximately 43 million Euros) • Sonasid, a principle player in the Moroccan steel market. With production capacity in the range of 1.4 million tons, its turnver was almost 4 billion Dirhams in 2004 (approximately 374 million Euros). The purpose of this partnership agreement, signed on March 3 of this year, is to consolidate and develop the position of Sonasid in the Moroccan market, allowing it to benefit from technology transfers and expertise from Arcelor with respect to carbon products. In generating value for Sonasid and its shareholders, this agreement allows Arcelor to broaden its international development and benefit from the growth potential of developing economies by offering high technologies to all of its clients throughout the world. Subject to the completion of certain conditions precedent, Arcelor, SNI and the main shareholders shall carry out a reorganization of their holdings in the outstanding share capital of Sonasid, by way of the transfer of Sonasid shares (1,350 Dirhams per share) to a holing company created specifically for this purpose. Separately, Arcelor shall subscribe for a capital increase to be paid in cash. Following these transactions, the share capital of the holding company shall be held 50/50 by Arcelor and SNI and Sonasid shareholders’ group. 64.86% of the share capital of Sonasid will be held by the holding company, which will then carry out a public take over for the remaining shares. The legal aspects of this partnership agreement were coordinated, on behalf of Arcelor, by Patrick Larrivé, partner at the firm UGGC & Associés (Casablanca and Paris offices) and handled by Samuel Schmidt and Malak Tazi with respect to corporate and stock exchange law, Antoine Gabizon and Matthieu Chapin for tax aspects, Corinne Khayat and Caroline Hachette for competition law matters, Jean-Nicolas Clément and Alice Bouillié for environmental law issues and Myriam Slaoui and Mouna Boubia for the completion of formalities. SNI was advised by Hicham Nassiri and Thomas Urlacher, attorneys at the firm Gide Loyrette Nouel (Casablanca office) for the legal aspects of the transaction. The financial aspects of the agreement were handled by Matthieu Kiss, Jean-Michel Boy and Ali El Amari of Banque HSBC (Paris) for SNI and by François Pérol, François Lagrée, François Audran and Zineb Abbab El Andaloussi of Banque Rothschild (Paris) for Arcelor.