19th Sep 2011 07:00
BUMI PLC ("Bumi" or the "Company")
19 September 2011
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
BUMI ANNOUNCES AMENDMENT TO TERMS OF BRM TRANSACTION
On 10 June 2011, Vallar Limited (then Vallar PLC) ("Vallar") announced a major re-organisation through the transfer of 75 per cent. (on a fully diluted basis) of PT Bumi Resources Minerals Tbk ("BRM") from PT Bumi Resources Tbk ("Bumi Resources") to Vallar (the "BRM Proposal"). The consideration for the BRM Proposal will be in the form of convertible bonds (the "Convertible Bonds"), to be issued to Bumi Resources.
Amended Terms
In light of the recent difficult conditions in global equity markets and the consequent impact on the Bumi share price, Bumi has agreed to amend the terms of the BRM Proposal. Under the amended terms entered into today:
·; the principal value of the Convertible Bonds to be issued by Bumi to Bumi Resources in consideration will be approximately US$2.007 billion (rather than approximately US$2.070 billion);
·; the Exchange Price (i.e. the price at which the Convertible Bonds may be converted into Bumi Shares) will be £11.80 (rather than £15.8841). The revised price of £11.80 represents a 22.0 per cent. premium to the thirty day average price of a Bumi Voting Ordinary Share for the period to 16 September 2011;
·; the maximum number of Bumi Shares into which the Convertible Bonds will convert at the initial Exchange Price will be approximately 108 million (rather than approximately 79 million); and
·; the longstop date for satisfaction of the conditions to closing of the BRM Proposal has been changed to 31 December 2011 from 30 September 2011.
Bumi and Bumi Resources intend to structure the transaction so that existing Bumi shareholders with a specified minimum holding in Bumi will be given the opportunity to purchase a substantial portion of the Convertible Bonds, pro rata to their shareholdings in Bumi. Further details of such arrangements (including of the shareholders who will be permitted to participate) will be contained in the shareholder circular relating to the BRM Proposal which will be published by Bumi in due course.
The terms of the BRM Proposal are otherwise unchanged. The maturity of the Convertible Bonds is five years and six months from the issue date, and the interest is 2 per cent per annum.
For further information, please contact:
Bumi: 020 7201 7507
Nick von Schirnding
J.P. Morgan Cazenove - sole financial adviser and joint broker: 020 7588 2828
Ian HannamJames TaylorNeil Passmore
Credit Suisse - joint broker: 020 7888 8888
George Maddison
Finsbury: 020 7251 3801
Ed SimpkinsCharles Chichester
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of, any securities.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Limited (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
J.P. Morgan Cazenove, which is authorised and regulated by the Financial Services Authority, is acting for the Company in connection with the matters referred to in this announcement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for the Company as corporate broker and for no one else in connection with the BRM Proposal and will not be responsible to any person other than the aforementioned for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the BRM Proposal, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
Credit Suisse (Singapore) Limited is the exclusive financial adviser to Bumi Resources in connection with the BRM Proposal.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security, therefore this announcement does not constitute a public offering in Indonesia under Law Number 8 of 1995 regarding Capital Market.
This announcement is not an offer of securities for sale or a solicitation of an offer to purchaser securities. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered with the U.S. Securities and Exchange Commission or an exemption from the registration requirements of the Securities Act is available.
Certain statements in this announcement are forward‑looking statements which are based on the Company's, expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward‑looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward‑looking statements. Forward‑looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward‑looking statements, whether as a result of new information, future events or otherwise.
No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that earnings per Bumi Share for the current or future financial years would necessarily match or exceed the historical published earnings per Bumi Share.
APPENDIXDefinitions
The following definitions apply throughout this announcement, unless the context requires otherwise:
"BRM" | means PT Bumi Resources Minerals Tbk; |
"BRM Proposal" | means the transfer by Bumi Resources of approximately 20.9 billion shares in BRM to Bumi; |
"BRM Proposal Shares" | means the approximately 20.9 billion ordinary shares in the capital of BRM; |
"Bumi" | means Bumi plc, a public company limited by shares incorporated in England and Wales under the Companies Act with registered number 07460129; |
"Bumi Resources" | means PT Bumi Resources Tbk; |
"Bumi Shares" | means the Bumi Voting Ordinary Shares and the Bumi Suspended Voting Ordinary Shares; |
"Bumi Suspended Voting Ordinary Shares" | means the suspended voting ordinary shares of £0.01 each in the share capital of Bumi; |
"Bumi Voting Ordinary Shares" | means ordinary shares of £0.01 each in the share capital of Bumi that entitle the holders to vote at general meetings of Bumi on all, or substantially all, matters; |
"Convertible Bonds" | means approximately US$2.007 billion convertible bonds due 2017 to be issued by a wholly-owned subsidiary of Bumi (which will be guaranteed by Bumi) in consideration for the transfer of the BRM Proposal Shares; |
"Exchange Price" | means the price at which the Convertible Bonds will be exchangeable for Bumi Shares; |
"Vallar" | means Vallar Limited (formerly named Vallar PLC), a company incorporated in Jersey under the Companies (Jersey) Law with registered number 105417; |
"£", "GBP", "sterling" and "pence" | means the lawful currency of the UK; |
"$", "US$", "USD" and "US Dollars" | means the lawful currency of the United States. |
Related Shares:
ARMS.L