19th Dec 2012 12:38
Bumi plc ("Bumi" or the "Company")
19 December 2012
For Immediate Release
Bumi plc ("Bumi" or the "Company")
Announcement
·; Panel rules Bakrie Group and Bukit Mutiara in concert
·; Rosan Roeslani resigns as a director of the Company
·; Bumi progressing a separation from the Bakrie Group and Bumi Resources
·; NR Investments Proposal is undeliverable
Bumi notes the statement from the UK Panel on Takeovers and Mergers (the "Panel") today regarding the ruling that the Bakrie Group1 and Bukit Mutiara2, a vehicle under the indirect control of Rosan Roeslani, should be regarded as concert parties. In this context, Mr Roeslani has resigned from the board, considering this to be in the best interests of the Company.
Following the resignations of Mr Roeslani, Ari Hudaya, Nat Rothschild and Indra Bakrie, who represented the founder shareholders in the Company, the board of Bumi will be composed of a substantial majority of independent directors. Furthermore, Nalin Rathod, a Bakrie Group nominee, has informed the Company that he will resign from the board as a non-executive director after the completion of the transaction to separate the Company from Bumi Resources. Nick von Schirnding, who is independent from all founder shareholders, becomes CEO in the New Year. The size and composition of the board will be further reviewed in the light of the proposed transactions described below.
Bumi also notes that the Panel is undertaking an investigation into why it was not previously made aware of the existence of the concert party between the Bakrie Group and Bukit Mutiara which it notes was in existence at the time Vallar plc acquired its original stakes in PT Bumi Resources Tbk ("Bumi Resources") and PT Berau Coal energy Tbk ("Berau").
The Company continues to work towards a transaction which separates the Bakrie Group from the Company and divests the minority interest in Bumi Resources. Today's statement from the Panel is an important step towards achieving this goal. There is no intention to dispose of Berau.
As previously announced, the Board received a further letter from NR Investments on 10 December 2012. The NR Investments proposal (the "NR Proposal") includes the disposal of the Company's 29.2% stake in Bumi Resources and in that regard is identical to the transaction being pursued by the Company. The other elements of the NR Proposal involve, in effect, a transaction between shareholders, being the sale of shares by PT Borneo Lumbung Tbk and Bukit Mutiara to new investors. These two shareholders have informed the board that they have no intention of selling under the terms of the NR Proposal and therefore this proposal cannot proceed.
In the context of the NR Proposal, the Board wishes to remind shareholders of the following in connection with the previous transaction that Mr Rothschild brought to shareholders:
i) Nat Rothschild founded Vallar Plc ("Vallar", renamed Bumi plc) and was the driving force behind the introduction of Bumi Resources and Berau to the UK market;
ii) as a reward for the execution of these transactions, Nat Rothschild received approximately 14 million ordinary shares, equivalent to approximately 6% of the Company's issued share capital; and
iii) 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.
Nick von Schirnding, who takes over as CEO of the Company in the New Year, said:
"Following the Panel's ruling we are pleased that we are now able to focus on a clear way forward out of the current unsatisfactory situation and progress the separation from the Bakrie Group and Bumi Resources, which will result in an operating group focused on Berau and with significant cash resources."
Sir Julian Horn-Smith, senior independent non-executive director, said:
"We very much welcome the Panel report which will now enable us to move forward on restructuring the Company. We have reviewed in depth the Bakrie and NR Investment proposals. Only part of the Bakrie proposal has support and the NR Investment proposal is undeliverable. The Board is unanimous in progressing a separation from the Bakrie Group and Bumi Resources. We will put this to shareholders as soon as possible in 2013 and outline a clear vision for the Company going forward."
1The Bakrie Group has a 23.8% economic interest in Bumi and a 49% interest in a joint venture vehicle which controls
29.99% of the voting share capital of Bumi
2Bukit Mutiara has a 9.8% economic interest in Bumi equivalent to a 13.1% interest in the voting share capital of Bumi
For enquiries, please contact:
Finsbury: +44 (0) 20 7251 3801
Ed Simpkins
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