22nd May 2015 10:31
LONDON (Alliance News) - Asia Resource Minerals PLC Friday said it has launched court proceedings in London against Amir Sambodo, its former chief executive, whose actions are giving the company cause for concern at its coal mining businesses in Indonesia.
London-listed Asia Resource Minerals indirectly owns 84.7% of PT Berau, which indirectly owns 90% of Berau Coal, a thermal coal producer in Indonesia. It is trying to regain control of Berau, where Amir Sambodo has remained in position despite having resigned in March as chief executive of Asia Resource Minerals and as president director of PT Berau.
Asia Resource Minerals shares have been suspended from trading at the company's own request because it is concerned about its "ability adequately to ensure that all of its obligations under the listing rules are capable of being complied with". That decision followed a review of the company's ability to receive "verifiable and accurate" information about PT Berau.
The situation at PT Berau is an unwelcome distraction for Asia Resource Minerals, which is "engaging with" Asia Coal Energy Ventures Ltd, a vehicle backed by the Indonesian Widjaja family's Sinarmas Group, over a potential takeover. Managed by hedge fund Argyle Street Management Ltd, Asia Coal Energy is looking to buy Asia Resource Minerals at 41 pence per share and then underwrite a USD150 million equity fundraising.
Asia Resource Minerals is under pressure to secure a refinancing as pressure on thermal coal prices has hurt its ability to repay USD450 million of notes due on July 8 and a further USD500 million in March 2017.
Earlier this week, financier Nat Rothschild's NR Holdings vehicle and SUEK PLC, the holding company for Russian coal producer OJSC Siberian Coal Energy Co, withdrew their intention to make a rival takeover bid, as they completed due diligence against the backdrop of Sambodo's continued involvement in Indonesia. Nat Rothschild has said he remains committed to underwriting a USD100 million open offer that could have the result of giving him majority control of Asia Resource Minerals.
In a statement later on Friday, Asia Coal Energy said its talks with Asia Resource Minerals and its advisers are progressing, and that it's looking for an "expedient solution to the on-going challenges facing the Berau Coal operations in Indonesia, subject to the offer becoming or being declared unconditional in all respects and subject to the failure of NR Holding's proposed ARMS recapitalisation". Asia Coal Energy also confirmed "constructive talks" with Asia Resource MInerals' bondholders.
"The main claims against Mr Sambodo relate to breaches of various agreements entered into by Mr Sambodo in relation to his resignation from those roles, restraints promised to be observed by him following his resignations, and failure to observe certain promises relating to facilitating the transition of the President Director role in PT Berau and its subsidiaries," Asia Resource Minerals said in a statement.
"The company is claiming damages, and injunctions restraining Mr Sambodo from (a) holding himself out as a director or officer, or intermeddling in the affairs, of PT Berau and its subsidiaries, and (b) disclosing confidential information of the Company, PT Berau and other subsidiaries," Asia Resource Minerals said.
Shares in Asia Resource Minerals will remain suspended until the company agrees otherwise with UK Listing Authority.
"This is likely to require the company having regained its information sources at PT Berau by means of its systems, procedures and controls over PT Berau having been adequately restored," Asia Resource Minerals said in a statement.
By Samuel Agini; [email protected]; @samuelagini
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