7th Jan 2013 16:18
BUMI PLC - AnnouncementBUMI PLC - Announcement
PR Newswire
London, January 7
Bumi plc ("Bumi" or the "Company")
7 January 2013For Immediate Release AnnouncementBumi notes the statement today from NR Investments Limited ("NRI"), a vehiclecontrolled by Nat Rothschild, and confirms that it has received a letter fromNRI to requisition a general meeting of the Company to remove 12 of the 14current directors and appoint new directors.
A holder of 5% or more of the voting shares of the Company has the right torequisition such a meeting. NRI itself is not a member of the Company, and sodoes not itself have this right. However, the Company will facilitate a meetingto propose the director appointment and removal resolutions to take placeduring February 2013. This will offer shareholders a clear choice. A circularto shareholders will be sent to them ahead of that time.
In its statement today, NRI makes a number of claims with respect to the boardof the Company (the "Board"), its current actions and near term strategy.
The Board is absolutely committed to resolving all corporate governance issuesat the Company and effecting a separation from PT Bumi Resources Tbk ("BumiResources") and the Bakrie Group (the "Proposed Separation Transaction").
The Board also makes the following points:
* The Board has taken extremely seriously the allegations raised by the material received and the findings to date of the investigation being carried out by Macfarlanes LLP. The situation involves multiple jurisdictions including Indonesia and is complicated particularly by the fact that much of the material appears to have been obtained by illegal email hacking. This means it is therefore likely to be inadmissible in an Indonesian court as well as raising other significant legal issues. The Board will make a considered decision on seeking recoveries based on careful evaluation of the associated costs and risks with a view to maximising shareholder value * The Board has already noted the statement by the UK Panel on Takeovers and Mergers (the "Panel") regarding the existence of a concert party between the Bakrie Group and PT Bukit Mutiara and has accepted its conclusion and resulting action. Nat Rothschild also accepted the Panel's rulings. The Board notes that the next stage of the Panel investigation will be to establish any culpability and appropriate disciplinary action, which the Board assumes will include a focus on Vallar plc's principal adviser at that time, Vallar Advisers LP, which was led by Nat Rothschild * The structure of the Board has already changed materially in the last 4 months * + Nat Rothschild, Ari Hudaya, Rosan Roeslani and Indra Bakrie have already left the Board + Nick von Schirnding has been appointed as director and CEO, replacing Nalin Rathod + The Board now comprises 14 directors, 9 of whom are Independent. Following the Proposed Separation Transaction and associated cancellation of the relationship agreement between the Company and the Bakrie Group, the Company will undertake a further restructuring of the Board to make it the appropriate size and shape, including the removal of Nalin Rathod, the remaining Bakrie representative * The Board has taken action to improve operational performance at PT Berau Coal Energy Tbk ("Berau") including focusing on cost saving initiatives, a major review of its capex programme and driving production growth of 10% in 2013 * Nat Rothschild must take a significant amount of responsibility for the situation in which the Company finds itself. He was instrumental in identifying the targets and creating the structure of the original acquisition by Vallar Plc of its stakes in Bumi Resources and Berau and it was Nat Rothschild's entity, Vallar Advisers LP, which acted as the principal adviser on that transaction * + As a result of the transaction, Nat Rothschild received shares equal to approximately 6% of the Company's issued share capital, which at the time of issue were worth more than £100 million, and Vallar Advisers LP also received fees + Nat Rothschild served as a non–executive director of Vallar from its IPO in July 2010 to February 2011, as Co–Chairman of Vallar/Bumi from February 2011 to March 2012 and as a non–executive director of Bumi from March 2012 to October 2012 + Nat Rothschild's ongoing actions with regard to the Company are serving only to distract and delay the Board and management further from executing its plan to address the Company's issues and maximise shareholder valueIn response to NRI's statement, Sir Julian Horn-Smith, Senior IndependentDirector of the Company, said the following:
"As a board we have been working extremely hard to solve the various highlycomplicated and challenging governance, operational and legal issues at theCompany and to maximise value for shareholders. All of these issuesessentially derive from the original deal that Nat Rothschild was instrumentalin putting together. The Company is moving ahead with its investigation intoevidence of financial irregularities at Bumi Resources and Berau whileoverseeing a focus on improved operational and financial management, asevidenced by this morning's trading update. The Board is also progressing itsproposal to unwind the relationship with Bumi Resources and the Bakrie Group ina transaction that will result in an operating group focused on Berau and withsignificant cash resources.
Nat Rothschild's time as a director of Bumi was characterised by taking highlyconfrontational positions that proved counterproductive to addressing theCompany's issues and we cannot see how re-instating him to the Board will bebeneficial to shareholders."
Nick von Schirnding, CEO, commented, "The calling of this general meeting willoffer shareholders a clear choice between the Board and its strategy ofseparation from the Bakrie Group, approved unanimously by the independentdirectors, and Nat Rothschild and his associates."
For enquiries, please contact:
Finsbury (Ed Simpkins): +44 (0) 20 7251 3801 (t)
+44 (0) 7947 740551 (m)
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