29th Apr 2015 07:01
For Immediate Release 29 April 2015
Asia Resource Minerals plc ("ARMS" or the "Company")
Preliminary Results Announcement
Financial and Operational Highlights
· Full year production target of 24.2mt achieved, an increase of 3.0% (2013: 23.5mt)
· Production cost of sales reduced by 6.7% to $36.0/t, reflecting continued focus on costs (2013: $38.6/t)
· Stripping ratio of 8.48 bcm/t, a reduction of 3.6% on the prior year (2013: 8.80 bcm/t)
· Revenue of $1,367m, down 4.1% on prior year reflecting lower realised prices offset by higher volumes (2013: $1,425m)
· Average realised price of $54.1/t (2013: $59.6/t)
· Operating profit of $28m (2013: $23m loss)
· Underlying EBITDA increased 17.0% to $206m (2013: $176m), despite continued weakness in global coal markets
· Group net debt of $578m (2013: $523m)
· Capital expenditure reduced to $24m (2013: $46m) as projects rescheduled to optimise short term cash flows
Business Highlights
· Series of initiatives implemented at PT Berau aimed at reducing production costs
· Separation from Bakrie Group successfully completed resulting in cash proceeds of $501m, with $472m returned to shareholders
· Successful outcome in the arbitration against Rosan Roeslani. Process has started to recover $173m plus interest and legal costs
· Prospectus published on 31 March 2015 relating to the Recapitalisation of the Group with General Meeting scheduled for 14 May 2015
· Hamish Tyrwhitt appointed Chief Executive Officer of the Company on 25th March 2015
Dr Wallace King AO, Chairman of Asia Resource Minerals plc said, "Given the continued pressure on thermal coal prices, the Board continues to focus on optimising the PT Berau asset and reducing costs. We also remain resolutely focused on putting in place a sustainable capital structure for the longer term for the Company and its subsidiaries."
For enquiries, please contact:
Asia Resource Minerals plc
Sean Wade
+44 (0) 20 7201 7511
Financial information for the year ended 31 December 2014 US$ million, except per share amounts | 31 December 2014 | 31 December 2013 |
Revenue | 1,367 | 1,425 |
Operating profit /(loss)1 | 28 | (23) |
Underlying EBITDA2 | 206 | 176 |
Cash flow from operations | 154 | 199 |
Loss before tax3 | (54) | (169) |
Loss attributable to owners of the parent | (89) | (212) |
Underlying loss2,4 | (122) | (173) |
Loss per share (US$): | ||
Basic loss per share5 | (0.37) | (0.88) |
Underlying loss per share6 | (0.51) | (0.72) |
Capital expenditure | 24 | 46 |
Net debt | 578 | 523 |
Notes
1 Operating profit/(loss) is after charging $145 million (2013: $149 million) in respect of the amortisation of fair value adjustments created as a result of the acquisition of PT Berau.
2 Underlying loss and underlying EBITDA exclude separate items. Separate items are those items of financial performance that the Group believes should be separately disclosed. Separate items include when applicable, impairment of goodwill and other assets, costs of acquiring and integrating acquisitions, fundamental restructuring of business, profit or loss on disposal of a business or significant other asset, material claims and settlements and significant gains and losses on derivative instruments.
3 After charging $133 million (2013: $140m) in respect of the amortisation of fair value adjustments created as a result of the acquisition of PT Berau.
4 After charging $68 million (2013: $74m) in respect of the amortisation of fair value adjustments created as a result of the acquisition of PT Berau.
5 Basic loss per share is calculated as loss for the financial period divided by the weighted average number of ordinary shares in issue for the period. The basic weighted average number of ordinary shares is 241 million (2013: 241 million).
6 Underlying loss per share is calculated as underlying loss divided by the weighted average number of ordinary shares in issue for the period.
The Group presents underlying loss and underlying EBITDA as an additional measure to provide greater understanding of the underlying business performance of its operations. The adjustments to arrive at underlying loss and underlying EBITDA are:
| Year to 31 December 2014 $m | Year to 31 December 2013 $m |
Loss attributable to owners of the parent | (89) | (212) |
Exclusions from underlying earnings: | ||
Costs associated with corporate transaction | 3 | 18 |
Other exceptional costs | - | 6 |
Profit on disposal of available for sale asset | (351) | - |
Reclassification of change in fair value of available for sale asset from other comprehensive income to income statement | 306 | - |
Movement on derivative financial instruments at fair value through profit or loss | 9 | 15 |
Separate Items | (33) | 39 |
Underlying loss | (122) | (173) |
Add back/(deduct): | ||
Depreciation and amortisation | 175 | 175 |
Finance income | (14) | (13) |
Finance costs | 132 | 144 |
Income tax | 53 | 83 |
Non-controlling interest | (18) | (40) |
Underlying EBITDA | 206 | 176 |
Financial and Operating Results
In 2014, given the considerable pressure on thermal coal prices, the Board focused on optimising the PT Berau asset and reducing operating costs for the current low coal price environment.
The Company met its production target of 24.2mt during the year, an increase of 3.0% over the prior year (2013: 23.5mt). The additional coal production was mainly from the Binungan and Lati Mines. For the second year the Government of Indonesia imposed a production quota, in 2014 this was 24.2mt (2013: 23.5mt). PT Berau had capacity to produce additional coal, particularly from Sambarata B West and Binungan 1-4 areas, however the company produced in line with the quota. The focus on delivery from the Lati PQRT and the Binungan 7 pits resulted in a 3.6% reduction in the stripping ratio to 8.48 versus 2013. With benign weather impacts during the year all mines at PT Berau produced well and largely in line with the individual plans for each area.
Revenues were $1,367 million (2013: $1,425 million), a decrease of 4.1% compared to 2013, resulting primarily from the prolonged decline in thermal coal prices. Accordingly, our average realised price (on a free on board basis) reduced by 9.2% to $54.1/t (2013: $59.6/t). However, underlying EBITDA increased 17.0% to $206 million (2013: $176 million) primarily due to the ongoing cost initiatives which achieved a 6.7% reduction in production cost of sales to $36.0/t (2013: $38.6/t).
Finance costs decreased by $12 million to $132 million (2013: $144 million) primarily due to a reduction in foreign exchange losses on Indonesian Rupiah cash balances. The Group tax charge amounted to $53 million (2013: $83 million), the decrease is primarily because the 2013 tax charge included $52 million in respect of prior periods.
Cash inflows from operations were $154 million (2013: $199 million), the decrease was primarily attributable to working capital movements. The Group's capital expenditure on property, plant and equipment of $24 million (2013: $46 million) was $22 million lower than last year. The reduction in capital expenditure was an active response to the continued weakness in global coal markets by rescheduling planned projects. Capital expenditure in 2014 related primarily to the acquisition of additional mining properties by PT Berau to maintain production levels.
The Group's net debt was $578 million (2013: $523 million).
Other Business Highlights
In March 2014, the Company sold its 29.2% investment in PT Bumi Resources Tbk for US$501 million and returned $472 million to shareholders.
The Board sought to refinance the PT Berau $450 million 12.5% guaranteed senior secured notes due 8 July 2015 ("2015 Notes") during 2014. However, due to a series of adverse conditions, they were not refinanced at that time.
As announced on 31 December 2014, the Company and PT Berau were successful in their arbitration in Singapore against Rosan Roeslani. The arbitration tribunal in Singapore issued an award confirming that Mr. Roeslani is obliged to make payment to PT Berau of the full sum of $173 million, plus accrued interest and legal costs, and the Company and PT Berau have started the process of seeking to enforce the award in jurisdictions in which Mr. Roeslani is believed to own assets.
On 22 December 2014, a general meeting ("Borneo GM") of the Company was requisitioned by PT Borneo Lumbung Energi and Metal Tbk ("Borneo") to replace the Board. At the Borneo GM, which was held on 4 February 2015, all the resolutions proposed by Borneo were rejected and the Board's strategy of putting in place a sustainable capital structure for the Company and its subsidiaries was supported.
As at 31 December 2014, the Group had net current liabilities of $400 million which take into account the 2015 Notes due for repayment on 8 July 2015. The Group is unable to satisfy this repayment requirement from its own cash resources and the Board has therefore been proactively seeking ways to recapitalise the Group.
On 31 March 2015, the Company announced the publication of a prospectus ("Prospectus"), together with a notice of a general meeting ("General Meeting") of the Company to be held on 22 April 2015 in connection with the proposed recapitalisation ("Recapitalisation") as described in the Prospectus.
The Recapitalisation comprises (i) the raising of the equivalent of approximately $100 million of new equity by means of an open offer ("Open Offer") to shareholders underwritten by NR Holdings Limited and (ii) using the proceeds to restructure both the 2015 Notes and the PT Berau 7.25% guaranteed senior secured notes due 2017 (the "2017 Notes", together with the 2015 Notes, the "Notes"). As described in the Prospectus, the proposed restructuring of the Notes is to be effected by the exchange of the Notes for new notes issued by a Singapore subsidiary of PT Berau which is to be implemented through a court sanctioned Singapore scheme of arrangement. Also as part of the Recapitalisation it is proposed that the Company enter into a new relationship agreement with NR Holdings Limited and Mr. Rothschild which, in addition to containing undertakings concerning the independence of the Company from a major shareholder, entitles such persons to nominate a number of independent non-executive directors for appointment to the Board depending upon the size of their shareholding in the Company. Further details on this relationship agreement and the other agreements entered into by the Company in connection with the Recapitalisation are set out in the Prospectus (a copy of which is available from the Company Secretary or can be found on the Company's website).
Since 31 March 2015, the Company has made further announcements including:
(i) an announcement on 14 April 2015 of a possible cash offer by Asia Coal Energy Ventures Limited ("ACE") to acquire the entire issued and to be issued ordinary share capital of the Company not already owned by funds managed by Argyle Street Management Limited ("ACE Offer") (which announcement was, in accordance with the UK City Code, sent to shareholders on 15 April 2015); and
(ii) an announcement on 20 April 2015 of a possible cash offer by a special purpose vehicle jointly owned and controlled by NR Holdings Limited and SUEK PLC to acquire the entire issued and to be issued ordinary share capital of the Company not already owned by the NR Concert Party (as defined in the Prospectus).
Due to these developments and to requests received from shareholders, the Board announced on 21 April 2015 its intention to adjourn the General Meeting, and on the 22 April 2015 the General Meeting was adjourned until 14 May 2015, and an announcement to this effect was made on 23 April 2015.
Whilst there can be no assurances, the Directors have a reasonable expectation that the Recapitalisation will be forthcoming or that an alternative refinancing plan, connected with an offer to acquire the Company's ordinary shares, will be implemented that will provide the Group with adequate resources to continue in operational existence until at least May 2016, as more fully described in Note 2 to these condensed consolidated financial statements.
As shareholders will be aware, there was considerable change to the Board and its Committees in 2014 and early 2015, the details of which will be set out in full in the 2014 Annual Report and Accounts. On 25th March 2015, following the resignation of Amir Sambodo, Hamish Tyrwhitt was appointed the Chief Executive Officer ("CEO") of the Company, having previously been an Independent Non-Executive Director.
Statement of Directors' Responsibilities
Each of the Directors confirm that to the best of their knowledge:
· the condensed consolidated financial statements, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and loss of the Group and the undertakings included in the consolidation taken as a whole; and
· the preliminary results announcement includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.
In assessing the Group's going concern status, the Directors have considered the status of the refinancing activities and taken into account the factors set out in the Principal Risks and Uncertainties, current commodity prices and future expectations of commodity prices. The Directors have also considered the Group's operating cost profile and capital expenditure plans. The Directors acknowledge that at the date of these condensed consolidated financial statements, there is a material uncertainty over the ability of the Group to meet the debt repayment requirement in July 2015 associated with the 2015 Notes which may cast significant doubt on the Group's ability to continue as a going concern, and therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. However, whilst there can be no assurances, the Directors have a reasonable expectation that the Recapitalisation will be forthcoming or that an alternative refinancing plan, connected with an offer to acquire the Company's ordinary shares, will be implemented that will provide the Group with adequate cash resources to continue in operational existence until May 2016. The Directors therefore continue to adopt the going concern basis in preparing these condensed consolidated financial statements. Further information on going concern can be found in Note 2 to these condensed consolidated financial statements.
A list of current Directors is maintained on the Company's website: www.asiarmplc.com
This responsibility statement has been prepared in connection with the preliminary results announcement of the Company for the year ended 31 December 2014.
By order of the Board
Dr Wallace King Hamish Tyrwhitt
Chairman Chief Executive Officer & Executive Director
29 April
PT Berau: Operating Data
FY 2014 | FY 2013 | FY 2014 vs FY 2013 | |
Coal mined (mt) | 24.2 | 23.5 | 3% |
Sales (mt) | 24.6 | 23.3 | 5% |
FOB average selling price ($/t) | 54.1 | 59.6 | -9% |
Production cost of sales ($/t) | 36.0 | 38.6 | -7% |
Coal mined
Q12014 | Q22014 | Q32014 | Q42014 | FY 2014 | FY 2013 | FY 2014 vs FY 2013 | ||
Lati | mt | 2.7 | 2.6 | 2.5 | 2.2 | 9.9 | 10.4 | -4% |
Binungan | mt | 2.2 | 2.3 | 2.5 | 2.3 | 9.3 | 8.0 | 17% |
Sambarata | mt | 1.2 | 1.2 | 1.4 | 1.1 | 5.0 | 5.1 | -2% |
Total | mt | 6.1 | 6.1 | 6.5 | 5.6 | 24.2 | 23.5 | 3% |
Average realised prices1 | $/t | 58.4 | 54.6 | 53.1 | 50.3 | 54.1 | 59.6 | -9% |
Sales volumes | mt | 6.3 | 5.8 | 6.1 | 6.4 | 24.6 | 23.3 | 5% |
Production cost of sales1 | $/t | 38.0 | 38.3 | 34.7 | 33.1 | 36.0 | 38.6 | -7% |
1 On a free on board basis.
All numbers are on 100 percent basis
For presentation purposes numbers have been rounded to one decimal place in the above tables, as a result small calculation variances may occur.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December | Note | 2014 $m | 2013 $m |
Revenue | 1,367 | 1,425 | |
Cost of sales | (1,183) | (1,265) | |
Gross profit | 184 | 160 | |
General and administrative expenses | (108) | (102) | |
Distribution and marketing expenses | (45) | (57) | |
Costs associated with corporate transactions | (3) | (18) | |
Other exceptional costs | - | (6) | |
Operating profit/(loss) | 28 | (23) | |
Profit on disposal of available for sale asset | 6 | 351 | - |
Reclassification of change in fair value of available for sale asset from other comprehensive income to consolidated income statement | 6 | (306) | - |
Profit/(loss) before finance items and income tax | 73 | (23) | |
Finance income | 14 | 13 | |
Finance costs | (132) | (144) | |
Movement on derivative financial instruments at fair value through profit or loss | (9) | (15) | |
Net finance costs | (127) | (146) | |
Loss before income tax | (54) | (169) | |
Income tax | 8 | (53) | (83) |
Loss for the year | (107) | (252) | |
Loss attributable to: | |||
Owners of the parent | (89) | (212) | |
Non-controlling interests | (18) | (40) | |
Loss per ordinary share | $ | $ | |
Basic | 9 | (0.37) | (0.88) |
Diluted | 9 | (0.37) | (0.88) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December | Note | 2014 $m | 2013 $m |
Loss for the year | (107) | (252) | |
Other comprehensive income/(expense) | |||
Items that will not be reclassified to profit or loss | |||
Remeasurement of post employment benefit obligations | - | 2 | |
Items that may be subsequently reclassified to profit or loss | |||
Net change in value of available for sale financial asset | 6 | 1 | (223) |
Net change in fair value of available for sale asset transferred to income statement | 6 | 306 | - |
Total other comprehensive income/(expense) | 307 | (221) | |
Total comprehensive income/(expense) for the year | 200 | (473) | |
Total comprehensive income/ (expense) attributable to: | |||
Owners of the parent | 218 | (433) | |
Non-controlling interests | (18) | (40) |
Items in the above statement are disclosed net of tax. The income tax relating to each component of other comprehensive income is disclosed in Note 8.
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONSOLIDATED BALANCE SHEET
For the year ended 31 December | 2014
$m | 2013 Restated* $m |
Non-current assets | ||
Goodwill | 518 | 518 |
Exploration and evaluation assets | 7 | 7 |
Property, plant and equipment | 2,670 | 2,821 |
Derivative financial assets | - | 9 |
Other non-current assets | 9 | 8 |
Total non-current assets | 3,204 | 3,363 |
Current assets | ||
Inventories | 25 | 39 |
Trade and other receivables | 484 | 528 |
Available for sale financial asset | - | 149 |
Restricted cash | 20 | 16 |
Cash and cash equivalents | 373 | 436 |
Total current assets | 902 | 1,168 |
Total assets | 4,106 | 4,531 |
Current liabilities | ||
Trade and other payables | 694 | 789 |
Borrowings | 456 | 11 |
Current taxation | 152 | 155 |
Total current liabilities | 1,302 | 955 |
Non-current liabilities | ||
Borrowings | 495 | 948 |
Deferred tax liabilities | 1,092 | 1,142 |
Post employment benefits | 14 | 11 |
Provisions | 22 | 23 |
Total non-current liabilities | 1,623 | 2,124 |
Total liabilities | 2,925 | 3,079 |
Equity | ||
Ordinary shares | 4 | 4 |
Share premium | 23 | 141 |
Merger reserve | 2,248 | 2,248 |
Capital redemption reserve | 118 | - |
Accumulated losses | (1,589) | (1,336) |
Total attributable to owners of the parent | 804 | 1,057 |
Non-controlling interests | 377 | 395 |
Total equity | 1,181 | 1,452 |
Total equity and liabilities | 4,106 | 4,531 |
* The 2013 balance sheet has been restated to increase accruals by $16m and decrease the current taxation balance by $16m to better reflect the underlying nature of current liabilities.
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the parent | |||||||||
Note | Ordinary shares $m | Share premium $m | Merger reserve $m | Capital redemption reserve $m | Accumulated losses $m | Total $m | Non- controlling interest $m | Total Equity $m | |
At 1 January 2013 | 4 | 141 | 2,248 | - | (903) | 1,490 | 435 | 1,925 | |
Loss for the year | - | - | - | - | (212) | (212) | (40) | (252) | |
Other comprehensive expense for the year | - | - | - | - | (221) | (221) | - | (221) | |
Total comprehensive expense | - | - | - | - | (433) | (433) | (40) | (473) | |
At 31 December 2013 | 4 | 141 | 2,248 | - | (1,336) | 1,057 | 395 | 1,452 | |
Dividends paid | 6 | - | - | - | - | (472) | (472) | - | (472) |
Issue of shares | 6 | - | (118) | - | - | - | (118) | - | (118) |
Creation of capital redemption reserve | 6 | - | - | - | 118 | - | 118 | - | 118 |
Share based payments | - | - | - | - | 1 | 1 | - | 1 | |
Loss for the year | - | - | - | - | (89) | (89) | (18) | (107) | |
Other comprehensive income for the year | - | - | - | - | 307 | 307 | - | 307 | |
Total comprehensive income /(expense) | - | - | - | - | 218 | 218 | (18) | 200 | |
At 31 December 2014 | 4 | 23 | 2,248 | 118 | (1,589) | 804 | 377 | 1,181 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December | Note | 2014 $m | 2013 $m |
Net cash flows generated from operations | 10 | 154 | 199 |
Other exceptional costs | - | (6) | |
Interest paid | (120) | (118) | |
Tax paid | (106) | (149) | |
Net cash used in operating activities | (72) | (74) | |
Cash flows from investing activities | |||
Interest received | 4 | 3 | |
Purchase of property, plant and equipment | (23) | (30) | |
Capitalised exploration and evaluation expenditure | - | (2) | |
Proceeds from disposal of available for sale asset | 501 | - | |
Movement in restricted cash | (4) | 129 | |
Net cash generated from investing activities | 478 | 100 | |
Cash flows before financing activities | 406 | 26 | |
Cash flows from financing activities | |||
Repayment of borrowings | (2) | (8) | |
Equity dividend paid | 6 | (472) | - |
Net cash used in financing activities | (474) | (8) | |
Net (decrease) / increase in cash and cash equivalents | (68) | 18 | |
Opening cash and cash equivalents | 436 | 436 | |
Effect of foreign exchange rates | 5 | (18) | |
Closing cash and cash equivalents | 373 | 436 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General Information
Further to the approval of shareholders on 17 December 2013, Bumi plc changed its name to Asia Resource Minerals plc, with effect from 19 December 2013. Asia Resource Minerals plc (the "Company") is a company domiciled and incorporated in the UK. The address of the registered office is Atlas House, 3rd Floor, 173 Victoria Street, London, SW1E 5NA. The Company, along with its main operating subsidiary, PT Berau Coal Energy Tbk ("PT Berau"), a coal mining group of companies listed on the Indonesia Stock Exchange, and their subsidiaries, comprise "the Group".
2. Basis of preparation
(a) Statement of Compliance
The condensed consolidated financial statements for the year ended 31 December 2014 included in this announcement were authorised for issue in accordance with a resolution of the Board of Directors on 29 April 2015.
The preliminary results for the year ended 31 December 2014 have been extracted from the audited accounts which have not yet been delivered to the Registrar of Companies. The condensed consolidated financial statements set out in this announcement do not constitute statutory accounts for the year ended 31 December 2014 or 31 December 2013. The financial information for the year ended 31 December 2013 is derived from the statutory accounts for that year; where applicable restated to increase accruals by $16m and decrease the current taxation balance by $16m to better reflect the underlying nature of the current liabilities. The report of the auditors on the statutory accounts for the year ended 31 December 2014 was unqualified but did include an emphasis of matter paragraph in respect of going concern and did not contain a statement under Section 498 of the Companies Act 2006.
(b) Going Concern
The Group is partly financed by $450m guaranteed senior secured notes due 8 July 2015 and $500m guaranteed senior secured notes due 13 March 2017 (together the "Notes"). As at 31 December 2014, the Group has net current liabilities of $400m which take into account the notes due for repayment on 8 July 2015. The Group is unable to satisfy this repayment requirement from its own cash resources and has therefore been proactively seeking the Recapitalisation. Failure to achieve a successful refinancing by July 2015 would likely result in the Group being in default of its debt commitments and accordingly, may not be able to continue preparing accounts on a going concern basis.
The proposed Recapitalisation is subject to a number of inter-conditional transactions, including the raising of approximately $100m of cash through the Open Offer underwritten by a subscription agreement with NR Holdings Limited. The Directors had initially planned for a General Meeting to be held on the 22 April 2015 to approve the Open Offer. On 14 April 2015, Asia Coal Energy Ventures Limited announced a possible cash offer for the Company. On the 20 April 2015 a special purpose vehicle jointly owned and controlled by NR Holdings Limited and SUEK PLC also announced a possible cash offer to acquire the Company. Due to requests received from a number of shareholders and recent developments, including the above mentioned possible offers, the Directors decided to adjourn the General Meeting. Notwithstanding the further uncertainties created by these events, the Directors continue to believe their proposed Recapitalisation transaction remains the best course of action to meet their objective of delivering a long term sustainable capital structure for the Group. The Directors will give proper consideration to the possible offers should they become firm offers under the City Code on Takeovers and Mergers, with particular consideration of any alternative refinancing plan connected with those offers. Subject to such consideration, it is the current intention of the Directors to reconvene the General Meeting on 14 May 2015 and to seek shareholder approval to allow the Recapitalisation to progress.
The proposed Recapitalisation is also dependent on a successful exchange of the Notes by way of a court sanctioned Singapore scheme of arrangement. The Group has engaged Houlihan Lokey (Europe) Limited as its financial advisor and negotiations with noteholders are at an advanced stage. As at 28 April, approximately one half by value of the 2015 and 2017 noteholders indicated their support for the exchange of Notes and there was no significant group of noteholders who indicated their objection to the proposed Note exchange. In order for the Recapitalisation to be implemented, the Singapore scheme must be approved by 75% of noteholders by value (and 50% by number) and sanctioned by the Singapore Court. There can be no assurances that a sufficient amount of noteholders will vote in favour of the Singapore scheme. In addition, under certain circumstances NR Holdings Limited may terminate its underwriting of the Open Offer under the Subscription Agreement.
Notwithstanding the borrowing commitments, the Group continues to generate cash from operations sufficient to meet its working capital requirements. The Group has recently revised its mine plan with a focus on optimising near term cash flows and capital efficiency. A number of cost initiatives have already been implemented at the mine sites and the Directors remain committed to implementing further programmes throughout 2015. The Directors have reviewed cash flow projections under a number of alternative scenarios which take into account future commodity price expectations and operational downsides and remain confident that, provided the proposed Recapitalisation or suitable alternative refinancing occurs, there will be sufficient cash generated for ongoing operational requirements for at least twelve months.
In assessing the Group's going concern status, the Directors have considered the status of the refinancing activities and taken into account the factors set out in the Principal Risks and Uncertainties, current commodity prices and future expectations of commodity prices and the matters referred to in note 11, Subsequent events. The Directors have also considered the Group's operating cost profile and capital expenditure plans. The Directors acknowledge that at the date of these condensed consolidated financial statements, there is a material uncertainty over the ability of the Group to meet the debt repayment requirement in July 2015 associated with the $450m of guaranteed senior secured notes which may cast significant doubt on the Group's ability to continue as a going concern, and therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. However, whilst there can be no assurances, the Directors have a reasonable expectation that the Recapitalisation will be forthcoming or that an alternative refinancing plan, connected with an offer to acquire the Company's ordinary shares, will be implemented that will provide the Group with adequate resources to continue in operational existence until May 2016. The Directors therefore continue to adopt the going concern basis in preparing the condensed consolidated financial statements.
3. Summary of new accounting policies and reporting changes
The accounting policies and presentation adopted are consistent with those applied in the Asia Resource Minerals plc consolidated financial statements for the year ended 31 December 2013.
The following IFRSs or IFRICs that are effective for the first time for this year and do not have a material impact on the Group are:
Amendments to IFRS 10, IFRS 12 and IAS 27 'Investment Entities'
IFRS 10 'Consolidated financial statements'
IFRS 11 'Joint arrangements'
IFRS 12 'Disclosure of Interests in Other Entities'
Amendments to IAS 27 'Separate Financial Statements'
Amendments to IAS 28 'Investments in Associates and Joint Ventures'
Amendments to IAS 32 'Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities'
Amendments to IAS 36 'Recoverable Amount Disclosures for Non Financial Assets'
Amendments to IAS 39 'Novation of Derivatives and Continuation of Hedge Accounting'
IFRIC 21 'Levies'
The Group did not early adopt any standard or interpretation published by the IASB and endorsed by the European Union for which the mandatory application date is after 1 January 2014.
The Group continues to monitor future developments in discussion by IASB. Although still under debate, potential changes to IFRS 10, IAS 27 and IAS 28, relating to the unit of account for investments could have a significant impact, requiring the Group to reassess its basis for measuring impairments. Current proposals state that the fair value measurement of cash generating units (CGUs) for impairment testing when those CGUs correspond to a quoted entity should be the product of their quoted price multiplied by the quantity of instruments held, rather than the current method used by the Group of discounted cash flows. If the fair value of PT Berau was measured on the basis of multiplying the quoted price by the number of shares held, the value would be $150m (31 December 2013: $451m), this would lead to a pre-tax impairment in the Income Statement of $1,590m in 2014 (2013:$746m).
4. Segmental analysis
In accordance with the provisions of IFRS 8 'Operating Segments', the operating segments used to present segment information were identified on the basis of internal reports used by the Asia Resource Minerals plc's Board of Directors to allocate resources to the segments and assess their performance. Asia Resource Minerals plc's Executive Committee of Board of Directors is the Group's "chief operating decision maker" within the meaning of IFRS 8.
The Board of Directors considers the business from a product perspective and has determined that the Group has one single reportable segment, being coal mining. Information on financial performance and net assets is presented in the consolidated income statement and consolidated balance sheet and information on underlying earnings and underlying EBITDA is presented in Note 5.
5. Underlying Earnings and Underlying EBITDA
The Group presents underlying earnings and underlying earnings before interest, tax, depreciation and amortisation ("underlying EBITDA") as additional measures to provide greater understanding of the underlying business performance of its operations. Underlying earnings and underlying EBITDA exclude separate items. Separate items are those items of financial performance that the Group believes should be separately disclosed. Separate items include, when applicable, impairment of goodwill and other assets, costs of acquiring and integrating acquisitions, fundamental restructuring of business, profit or loss on disposal of a business or other significant assets, material claims and settlements, other exceptional costs and significant gains and losses on derivative instruments.
The adjustments made to net earnings to arrive at underlying earnings and underlying EBITDA are explained below:
For the year ended 31 December | 2014 $m | 2013 $m |
Loss attributable to owners of the parent | (89) | (212) |
Exclusions from underlying earnings: | ||
Costs associated with corporate transactions | 3 | 18 |
Other exceptional costs | - | 6 |
Profit on disposal of available for sale asset | (351) | - |
Reclassification of change in fair value of available for sale asset from other comprehensive income to consolidated income statement | 306 | - |
Movement on derivative financial instruments at fair value through profit or loss | 9 | 15 |
Separate items | (33) | 39 |
Underlying loss | (122) | (173) |
Add back/(deduct): | ||
Depreciation and amortisation | 175 | 175 |
Finance income | (14) | (13) |
Finance costs | 132 | 144 |
Income tax | 53 | 83 |
Non-controlling interest | (18) | (40) |
Underlying EBITDA | 206 | 176 |
6. Sale of Shares in PT Bumi and return of cash
The Group owned an interest of 6,061,699,637 ordinary shares in PT Bumi that are quoted on the Indonesia Stock Exchange and are denominated in Indonesian Rupiahs. This shareholding was initially classified as an investment in associate, however after the loss of significant influence on 30 September 2012, it was reclassified as an available for sale asset.
$m | |
At 30 September 2012 (date of reclassification following loss of significant influence) | 456 |
Change in value during the period | (84) |
At 31 December 2012 | 372 |
Change in value during the year | (223) |
At 31 December 2013 | 149 |
Change in value during the period | 1 |
At 25 March 2014 | 150 |
Disposal | (150) |
At 31 December 2014 | - |
The shares in PT Bumi were sold in their entirety on 25 March 2014 for an amount of $501m to the Bakrie Group. This resulted in a profit on disposal of $45m before attributable disposal costs ($12m in year to 31 December 2013 and $3m in year to 31 December 2014) and after the recycling of the change in fair value of the available for sale asset from other comprehensive income to consolidated income statement of $306m as required by IAS 39. Following the receipt of the sale proceeds from the disposal of PT Bumi, the Group announced that it would be returning cash to shareholders.
The Return of Cash which was approved at the Company's general meeting on the 27 June 2014, provided shareholders with two options. The income alternative was the option where shareholders received a C share with a nominal value of 0.0001p on the 30 June 2014. 180,559,084 C shares were issued in this respect. Each C shareholder received a cash dividend of £1.15 per share on 8 July 2014. Following payment of the dividend these shares were automatically reclassified into deferred shares with negligible value and voting rights. A distribution of $354m has been recorded in the consolidated statement of changes in equity.
Shareholders who elected for the capital alternative received a redeemable B share with a nominal value of £1.15 on the 30 June 2014. 60,397,983 B shares were issued from the share premium account, amounting to $118m; and a capital redemption reserve was created. These shares were redeemed for £1.15 on 1 July 2014 and payments made to B shareholders on 8 July 2014. A distribution of $118m has been recorded in the consolidated statement of changes in equity.
7. Impairment
Impairment tests for goodwill
The Group's goodwill (with a current carrying value of $518m) arose on the acquisition of PT Berau on 4 March 2011, which is treated as the Group's sole CGU.
The Group's annual impairment review resulted in no impairment charge for the year. PT Berau's recoverable amount has been assessed based on fair value less costs of disposal using discounted cash flows. The discounted cash flow model used to determine the recoverable amount is a level 3 model in the fair value hierarchy as its valuation includes management assumptions on key unobservable data that significantly affects the fair value.
Expected future cash flows are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including coal reserves and production estimates, commodity prices, discount rates, future operating costs and capital expenditure. Cash flow projections are based on financial budgets and production plans to the end of the Coal Contract of Work (CCoW), including two 10 year extensions, appropriately risk adjusted.
The key assumptions relating to the calculation of PT Berau's fair value less costs of disposal are the long term thermal coal price; production volumes; operating costs; and discount rates.
The medium term (2015 to 2019) forecast benchmark thermal coal price is within the range supported by market analysts of $55 to $95 per tonne (2013: $85 to $105 per tonne) in nominal terms. This price is then adjusted for various coal quality parameters, such as calorific value, moisture and sulphur content, to derive the expected realised selling prices on a free on board (FOB) basis.
Post tax cash flows were estimated for the period of the Coal Contract of Work (CCoW), and discounted using a post tax discount rate of between 10.5% and 10.9% (2013: 9.9% and 10.4%) expressed in nominal terms. The operating costs included in the fair value assessment are calculated based on PT Berau's production plans taking into consideration PT Berau's asset optimisation strategies for the remainder of the CCoW. Price assumptions for inputs are based on analysis of market fundamentals and are made consistent with related output price assumptions. The Coal Contract of Work expires in 2025, with the option to extend to an IUP without the need for a tender. Management has included two 10 year extensions in the fair value less costs of disposal at 31 December 2014, with additional risk adjustments as appropriate.
The excess of recoverable amount over carrying value is $266m (2013: $201m). Whilst the Directors remain confident in the assumptions used in determining the recoverable amount, it is estimated that the following adverse changes in the key assumptions, in isolation, would lead to the corresponding fair value less costs of disposal equaling the carrying value.
| Value assigned to the key assumption up to 2025 | Change in the key assumption which would result in the recoverable amount equalling the carrying value |
Thermal coal price in nominal terms ($/t) | 60-106 | 3.3% |
Operating costs per tonne in nominal terms ($/t) | 37-48 | 4.2% |
Production volumes (mt) | 26.5-43.9 | 3.6% |
Discount rate (% absolute) | 10.5 | 2.0% |
Each of the sensitivities above was determined assuming the relevant key assumption moved in isolation, except where modifying the thermal coal price directly affects certain input costs, and further assumes that management does not take any mitigating actions. However, this is for disclosure purposes and under those circumstances management could take mitigating action such as changes to the mine plan, cost reduction initiatives and additional sales strategies.
8. Taxation
For the year ended 31 December | 2014 $m | 2013 $m |
Tax charged to the consolidated income statement in the year: | ||
UK Corporation Tax at 21.5% (2013: 23.25%) | - | - |
Overseas tax | ||
Adjustment in respect of prior years | - | (52) |
Current tax | (103) | (96) |
Current tax | (103) | (148) |
Deferred tax (origination and reversal of temporary differences) | 50 | 65 |
Total tax charged to consolidated income statement | (53) | (83) |
The deferred tax credit primarily relates to the release of $65m (2013: $66m) of the deferred tax liability linked to the depreciation of mining properties recognised in the Purchase Price Allocation following the acquisition of PT Berau; offset by a charge to the deferred tax liability of $31m (2013: $6m) linked to the treatment of deferred stripping.
The Group's tax charge was higher than the UK statutory rate and can be reconciled as follows:
For the year ended 31 December | 2014 $m | 2013 $m |
Loss before tax | (54) | (169) |
UK Corporation Tax at 21.5% (2013: 23.25%) | 12 | 39 |
Adjustment in respect of prior years | - | (52) |
Tax effects of: | ||
Profit on disposal | 10 | - |
Tax losses for which no deferred tax asset was recognised | (35) | (34) |
Expenses not deductible for tax purposes | (30) | (32) |
Effect of differences between local and UK tax rates | (10) | (4) |
Total tax charged to consolidated income statement | (53) | (83) |
Legislation to reduce the main rate of corporation tax from 24% to 23% effective from 1 April 2013 was included in the Finance Act 2012. Further reductions to the main rate were proposed in the Finance Act 2013, which received Royal Assent on 17 July 2013, to reduce the rate to 21% by 1 April 2014 and a further 1% to 20% by 1 April 2015. Accordingly, the Company's profits for this accounting year are taxed at an effective rate of 21.5%. The changes are not expected to have a material impact on the Group's deferred tax balances. The Indonesian corporate tax rate is 25%, with the exception of the tax charged within a CCoW which incurs a tax rate of 45%.
The tax (charge) / credit relating to components of other comprehensive income is as follows:
2014 | |||
Before tax $m | Tax credit $m | After tax $m | |
Re-measurements of post employment benefit liabilities | - | - | - |
2013 | |||
Before tax $m | Tax charge $m | After tax $m | |
Re-measurements of post employment benefit liabilities | 3 | (1) | 2 |
No income tax has been charged or credited directly to equity during this or the preceding year.
9. Earnings Per Share ("EPS")
The calculation of earnings per ordinary share is based on profit attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares in issue during the year. In addition to the earnings per share required by IAS 33 "Earnings per Share", underlying EPS has also been calculated and is based on earnings excluding the effect of separately disclosed items. It has been calculated to allow shareholders to have a better understanding of the trading performance of the Group. Details of the underlying EPS are set out below:
For the year ended 31 December | 2014 $m | 2013 $m |
Loss attributable to ordinary shareholders | (89) | (212) |
Separate items (Note 5) | (33) | 39 |
Underlying loss | (122) | (173) |
Number of shares (millions) | ||
Basic weighted average number of ordinary shares | 241 | 241 |
Potentially dilutive share options | 7 | 1 |
Diluted weighted average number of shares | 248 | 242 |
$ | $ | |
Basic loss per share | (0.37) | (0.88) |
Effect of potentially dilutive share options | - | - |
Diluted loss per share | (0.37) | (0.88) |
Basic underlying loss per share | (0.51) | (0.72) |
Effect of potentially dilutive share options | - | - |
Diluted underlying loss per share | (0.51) | (0.72) |
10. Consolidated Cash Flow Analysis
Reconciliation of loss before tax to cash flows generated from operations
For the year ended 31 December | 2014 $m | 2013 $m |
Loss before tax | (54) | (169) |
Add back/(deduct): | ||
Depreciation and amortisation | 175 | 175 |
Reclassification of change in fair value of available for sale asset from other comprehensive income to consolidated income statement | 306 | - |
Movement on derivative financial instruments at fair value through profit or loss | 9 | 15 |
Other exceptional costs | - | 6 |
Finance income and costs | 118 | 131 |
Foreign exchange (gains) / losses in operating costs | (22) | 30 |
Decrease in inventories | 14 | - |
(Increase) /decrease in receivables | (29) | 31 |
Decrease in payables | (15) | (20) |
Increase in provisions | 2 | - |
Share based payment expense | 1 | - |
Profit on disposal of available for sale asset | (351) | - |
Cash flows generated from operations | 154 | 199 |
Non cash movements of $96m have been eliminated from the payables and receivables movements above due to offset of taxes recoverable from royalties payable.
11. Subsequent events
On 14 April 2015, Asia Coal Energy Ventures Limited announced it was considering a cash offer to acquire the entire issued and to be issued ordinary share capital of the Company not already owned by funds managed by Argyle Street Management Limited. On 20 April 2015, a special purpose vehicle jointly owned and controlled by NR Holdings Limited and SUEK PLC announced a possible cash offer to acquire the entire issued and to be issued share capital of the Company not already owned by the NR Concert Party. As at the date of these condensed consolidated financial statements, the Directors had received no formal communication in respect of either cash offer for the Company and will provide an update in due course.
On 23 April 2015, an announcement purporting to be made on behalf of the Company's subsidiary PT Berau Coal Energy Tbk ('BCE') appeared in the press in Indonesia, claiming that Paul Fenby and Keith Downham had been removed from their positions as members of the board of directors of BCE. Based on legal advice, the Directors consider that such claim is invalid and that Paul Fenby and Keith Downham remain as directors of BCE.
On 28 April 2015, an announcement was issued in Indonesia purporting to cancel the Extraordinary General Meeting of Shareholders ('EGMS') of BCE scheduled for 30 April 2015. The EGMS is due to put to shareholder vote, inter alia, aspects of the planned Recapitalisation as they relate to BCE. Based on legal advice, the Directors consider that this claim is also invalid and it is the intention of the Directors that the EGMS will proceed as scheduled.
The Company has taken and will continue to take the actions necessary, including legal proceedings, to protect its interests and assert its rights as controlling shareholder of BCE. Although recent events in Indonesia are a matter of concern, as of the date of these financial statements, the Directors are satisfied that the Company retains control over all of its subsidiaries and will be able to effect those aspects of the planned Recapitalisation that require BCE's participation.
12. Related Party Transactions
The most significant related party transactions, not relating to the separation transaction, in the year were with Bakrie related entities in relation to fuel supply and mining contractor services. These contractual arrangements are in the ordinary course of business and are considered by management to be on acceptable commercial terms. After 25 March 2014, following the completion of the separation transaction, entities relating to the Bakrie family ceased to be related parties of ARMS in accordance with IAS 24.
PRINCIPAL RISKS AND UNCERTAINTIES
Risk management
The Board continues to identify, evaluate and manage the risks which the Group and the wider sector face. The risks to which the Group is exposed at any point in time in pursuing its strategic objectives cover a wide range of factors: competition, legislative, fiscal, political, financial, economic, social, reputational and operational. Each could impact EBITDA, operating profits, net assets and liquidity.
The main risks currently facing the Group have been assessed against a backdrop of a prolonged weak coal price - Newcastle benchmark fell by 25% between 2013 and 2014 which has caused deterioration in the Group's cash position which places the refinancing of its 2015 Notes at risk.
Accordingly, these risks and uncertainties and others which are specific to the Company at this point in time, together with the actions that management is taking to mitigate each, are set out below.
The Board continues to pay particular attention to the effectiveness of management's mitigating actions and progress is monitored in each area.
Principal risks
Risk | Context | Impact | Mitigation |
Recapitalisation | |||
Default in repayment of US$450m in July 2015 in respect of 2015 Notes. | The Company is facing a requirement to make a principal repayment of US$450m in July 2015 but as a consequence of the current weak coal price, does not have sufficient cash resource to do so. | Without a waiver to the principal repayment in July 2015, an event of default would be expected to occur. | The Company is in the midst of a Recapitalisation process through a Notes Exchange and Open Offer to provide a comprehensive solution to the 2015 Notes repayment as well as repayment of the 2017 Notes due in March 2017. If successful it will also reduce the Group's funding costs and interest in the near term. |
Coal Contract of Works (CCoW) | |||
Failure to secure concessions, approvals, licences and other rights necessary for mining operations. | Mining at PT Berau requires various licences and approvals (renewals and new approvals) from the Indonesian and regional governments. Its most significant licence is its coal mining concession (CCoW) which runs until 2025. | Without extension of the CCoW by the Indonesian government mining operations would be forced to stop in 2025 or sooner if obligations under the CCoW are not fulfilled. | Local management at PT Berau is engaged with the Indonesian government on an ongoing basis regarding compliance with and extensions to the CCoW, for example with regard to the size of the mining areas, and other permissions that it requires for its mining operations. |
Imposition of limits on production volumes by the Indonesian government. | The Group submits annual production budgets to the government of Indonesia for approval. The government has the discretion to accept or reject the budget and there can be no assurance that the government would give its approval. | Annual production could be, and in the past has been, impacted by government policy which may adversely affect the Group's financial performance. | The Group continues to work with government agencies in Indonesia to ensure it is able to mine optimal tonnages. In 2014, negotiations resulted in the Group being allowed to mine an additional 1.9m tons for the year. In the event that the Indonesian government caps production volumes, the Group will continue to mitigate the impact as far as possible through its ongoing programme to reduce operational risks. |
Coal Price | |||
Sustained weakness in coal prices. | Coal prices are cyclical and subject to significant fluctuations. Coal markets are sensitive to capacity, patterns of demand and consumption and changes in the world economy. | The sustained weakness in coal prices is having an adverse impact on the Group's financial condition, results of operations and prospects. | The Group's Life of Mine planning processes, consider coal price forecasts, operating costs, market demand and production capacity and makes adjustments as far as possible to optimise margins. |
Coal Mining Operations | |||
Failure to reduce operational costs which is necessary to offset weak coal prices. | A key action to offset weak coal prices is optimising operational costs through a combination of renegotiating contractor rates, terms and conditions, price reductions, most notably fuel prices, and relocating production capacity from low margin to higher margin mining areas. | Management efforts to reduce costs could be limited in certain cases by existing contracts which bind the Group to agreed costs and/or by contractors experiencing financial difficulty as a result of the current low coal price and who may be forced out of business leaving the Group exposed to potentially higher prices from alternative contractors. | Mainly through rigorous negotiations with major contractors, the Group was successful in reducing operating costs in 2014 from $38.6/t to $36.0/t and will continue with its best endeavours to cut costs as far as it is able. |
Failure to reach agreement with the landowners on whose land the Group wishes to mine could interrupt its mining operation. | Mining companies must obtain borrow-use permits from the Indonesian Ministry of Forestry before conducting mining operations in "production forest areas". If the land in question is managed by other holders of borrow-use permits, it will need to enter into co-operation agreements with them before it can start mining operations on the land in question. | If the Group is not able to gain access to proposed mining areas the mine plan may need to be adjusted or changed which could result in production losses or delays. | The Group has identified land for which it needs to acquire access to carry out mining operations. Wherever necessary it is conducting on-going negotiations with landowners in advance to gain access to these areas when required for mining. |
Failure to achieve necessary environmental standards and meet Indonesian legislation on reclamation and rehabilitation | Environmental protection is an increasing area of focus for the Indonesian government and is subject to growing global scrutiny. The Group's planned mining operations could adversely affect the environment, for example, acid run-off from the mining pits and emissions from its coal-crushing operations. | The Group would be obliged to meet any unforeseen environmental costs that may arise should it fail to meet applicable regulation. | The Group has a dedicated environmental team which monitors compliance and is following a programme to enhance environmental management. |
Errors or misjudgements in estimates of coal reserves could result in the discovery of less coal than expected from individual pits. | The Group uses detailed exploration drilling to define the extent and quality of its coal reserves. Exploration is carried out in advance of mining to the JORC Code. Nevertheless, and despite careful oversight by management and independent mining consultants, estimates of proved and probable coal reserves remain expressions of judgement. | Adjustments to proved and probable reserves could impact mining plans and any significant reduction in volumes and grades of coal could adversely effect the Group's performance and prospects. | On-going drilling, coal sampling and geological assessment is carried out on a regular basis to ensure the accuracy of the geological model and resulting forecasts. |
Financial | |||
A number of items remain under discussion with the Indonesian tax authorities which could give rise to additional tax assessments, interest and penalties. | The Indonesian tax environment is subject to change and re-interpretation of existing laws and regulations, particularly in relation to the mining sector. | The Indonesian tax authorities may raise further material challenges to PT Berau's tax position which could give rise to new and material tax exposures. | Local management has appointed a tax specialist, assisted by professional tax advisors, to strengthen its position in ongoing discussions with the tax authorities. Management has considered the risk to the business and believes that its audited financial statements adequately reflect the risk. |
Political Environment in Indonesia | |||
The Group's operations may be affected by political and legal developments in Indonesia. | The Group has no control over political and legal changes but recognises that certain of its licences and permits are dependent on its relationships with local government and community leaders. Its ability to mine freely to meet production targets can only be accomplished with the support of local government and through the Group's community development programmes which include education, health and nutrition, environment and cultural preservation. | Potential impacts include expropriation of assets, further imposition of royalties or taxation targeted at mining companies, licences not being renewed and requirements for local ownership or beneficiation. A breakdown in relationships can also result in civil unrest and the termination of mining permits and leases. | The Group maintains a dialogue with local government, and responds to developments through annual mine planning activities. This dialogue is coordinated through local management. In addition, the Group maintains a full community development programme, working closely with local government to meet the needs of its communities and this programme provides action to mitigate the environmental impact on the local residents. |
Actions by shareholders | |||
One shareholder group assuming control of the Group may not be in the overall best interests of all shareholders. | The Group has traditionally been substantially owned by four shareholder groups, the largest being Samin Tan at 47.6% which reduced to 23.8% in 2014. Others are or have been the Bakrie family, Nat Rothschild and Rosan Roeslani. In 2014 Reiffeisen Bank International took control of 23.8% representing shares held previously by Samin Tan. | In the event that one shareholder group took a controlling interest in the Company. Asia Resource Minerals Plc would no longer be able to operate as an independent publicly listed company. | The Board runs the Group in the interests of all shareholders and maintains contact with all significant shareholder groups. The Senior Independent Director is available to all shareholders regardless of their holding. However, the Board cannot provide for the consequences of the free trading of its shares within prevailing laws and regulation which may include the Group becoming a subsidiary of another company. |
Roeslani agreement | |||
Failure to recover value under the Roeslani Agreement. | On 31 December 2014 the Singapore International Arbitration Centre confirmed that Mr Roeslani is obliged to make payment under the Roeslani Agreement in the sum of $173m plus accrued interest and legal costs. Under the New York Convention the award is capable of being registered and enforced in over 150 countries. | There is no guarantee that the Company will be able to recover anything owed to it by Mr Roeslani and the financial position of the Company would therefore not be enhanced. | The Company has taken a number of initial steps in various jurisdictions in which Mr Roeslani is believed to have assets to enforce the award made to it and secure assets which can be sold in order to realise value in due course. |
Related Shares:
ARMS.L