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Cash Offer for Asia Resource Minerals plc

7th May 2015 07:00

RNS Number : 4264M

Asia Coal Energy Ventures Limited

07 May 2015

7 May 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

CASH OFFER

for

Asia Resource Minerals plc ("ARMS")

Asia Coal Energy Ventures Limited ("ACE")

Summary

Further to its announcement of 14 April 2015, the Board of ACE announces a cash offer to acquire the entire issued and to be issued ordinary share capital of ARMS not already owned by ACE and funds managed by Argyle Street Management Limited (such funds, together with Argyle Street Management Limited, being "ASML"), and also announces its intention to implement a US$150 million equity injection which will require the engagement of the ARMS Board and, in addition, a bond restructuring on substantially similar commercial terms as the current proposed Notes Exchange.

ACE, ASML and Sinarmas invite the Board of ARMS to enter into discussions with ACE in relation to the Offer and the potential alternative restructuring, including as regards giving a recommendation from the ARMS Board.

Highlights

· The Offer is to acquire the entire issued and to be issued ordinary share capital of ARMS not already owned by ACE and ASML at 41.0p per share, a 173.3 per cent. premium to the Closing Price and a 198.0 per cent. premium to the 30-day volume weighted average price, in each case as at 13 April 2015, the last Business Day prior to the commencement of the offer period.

· ACE is managed by ARMS shareholder ASML and is funded by Sinarmas, one of Indonesia's largest business groups.

· It is the opinion of ASML that ARMS is being run in a sub-optimal fashion, that it needs an established Indonesian partner and that the current proposed ARMS Recapitalisation is not in the interests of ARMS shareholders or noteholders.

· ACE also currently intends to implement an alternative recapitalisation as soon as reasonably practicable after the Offer becomes wholly unconditional and closes1, subject to failure of the proposed ARMS Recapitalisation, which will require the engagement of the ARMS Board, pursuant to which ACE would underwrite a pre-emptive equity capital raise by ARMS of US$150 million at a price of at least 28.0 pence per share2.

· The proceeds from the alternative recapitalisation2 (after deduction of expenses) would be used to:

- Reduce the ARMS group's debt and exchange its existing 2015 and 2017 notes on substantially similar commercial terms as the ARMS Recapitalisation as set out in the Circular; and

- Subject to funds remaining from the foregoing application, to fund operational optimisations and provide additional working capital.

· The Offer values the entire issued ordinary share capital of ARMS at £98.8 million (US$151.2 million).

· ASML holds in aggregate 4.65 per cent. of the issued ordinary share capital of ARMS.

· ACE has received an irrevocable undertaking to accept the Offer from Ravenwood in respect of 57,361,411 ARMS Shares, representing 23.81 per cent. of the existing issued ordinary share capital of ARMS.

· ACE also announces that it has today signed a binding agreement with RBI, subject to certain conditions, to acquire loans advanced by RBI to Maxima, PT Samudra Pacific Marine and to Ravenwood for an aggregate consideration of US$120 million less the US$ equivalent of the consideration to be received by Ravenwood for the Ravenwood ARMS Shares pursuant to the Offer. If the Offer does not become unconditional in all respects or has lapsed or been withdrawn, or if ACE has elected to use a Scheme, the amount deducted from the US$120 million will be US$35 million.

· The Offer is conditional upon, amongst other things:

- Valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as ACE may, in accordance with the Code or with the consent of the Panel, decide) in respect of such number of ARMS Shares which, together with ARMS Shares acquired or agreed to be acquired (whether pursuant to the Offer or otherwise) by ACE carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of ARMS;

- The passing at the Rule 16 General Meeting of a resolution on a poll of Independent Shareholders of ARMS to approve the RBI Loans Acquisition and the RBI Loans Acquisition Agreement for the purposes of Note 2 on Rule 16.1 of the Code; and

- The ARMS Open Offer Shares not being unconditionally allotted or issued and fully paid before the date on which the Offer ceases to be open for acceptance or before such earlier date as ACE (subject to the Code or with the consent of the Panel) may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances.

· It is expected that ACE will publish the Offer Document and form of acceptance as soon as practicable and, in any event, within 28 days after the date of this announcement.

1 If there is insufficient time after the date on which the Offer becomes unconditional and closes to implement the intended alternative recapitalisation before 8 July 2015, being the due date for the repayment of the 2015 Notes, or any later date for repayment which might be agreed by or on behalf of holders of the 2015 Notes, then ACE would intend to put in place bridge financing to effect the alternative recapitalisation. The bridge financing would be repaid from the net proceeds of the alternative recapitalisation. Should, however, the alternative recapitalisation be implemented before the Offer becomes wholly unconditional and closes, rather than by way of bridge financing, ACE reserves the right to increase the price of the alternative recapitalisation to reduce or eliminate any arbitrage to the Offer Price.

2 The proposed pricing, quantum and application of the equity capital raise and notes restructuring which is currently intended as referred to above will depend upon and be subject to:

(1) the price of Newcastle thermal coal (Bloomberg: XW1 Commodity) not falling below US$60 per metric tonne or exceeding US$65 per metric tonne;

(2) the Listing Rules of the FCA, which require that if the equity capital raise was implemented by an open offer, the open offer price must not be at a discount of more than 10 per cent. to the middle market price of ARMS Shares at the time of announcing the terms of the open offer unless shareholders specifically approve the terms of the offer at that discount or the issue is made under a pre-existing general authority to disapply section 561 of the Companies Act 2006;

(3) prevailing interest rates and exchange rates not falling below 6-month lows, specifically with reference to the 10-year Indonesian government bond yield (Bloomberg: GIDN10YR Index) and USD/IDR;

(4) ARMS Board approval;

(5) requisite approval of the holders of ARMS Shares in a general meeting;

(6) requisite approval of the holders of the 2015 Notes and 2017 Notes; and

(7) compliance with all applicable laws and regulations and the obtaining of all necessary consents, approvals or waivers from any relevant governmental or regulatory authority or agency.

Commenting on the Offer for ARMS, Kin Chan, Partner at ASML, said:

"The ACE Offer to ARMS shareholders provides a full cash alternative at a significant and firm premium for all equity holders, with an intention to inject more equity finance and provide a genuine operational platform for the coal asset in Indonesia to seek to generate returns for all stakeholders. The Offer provides a long term future for the Berau coal assets crucially including support by Sinarmas, a substantial Indonesian conglomerate with existing coal operations as well as a growing energy generation business within Indonesia.

The possible NR Holdings / SUEK offer is a last minute reactive attempt to revive NR Holdings' opportunistic plan to take control of ARMS through the open offer. No firm offer has yet been made to ARMS shareholders by NR Holdings / SUEK, no clarity on the proposed offer price has been provided and, if an offer were made without a supportive Indonesian partner, it would not address the key issue of local partnership which ACE considers to be essential to a successful outcome for all ARMS stakeholders including bondholders, employees and the wider local economy.

Shareholders should therefore reject the NR Holdings underwritten Open Offer in the General Meeting on 14 May."

ARMS General Meeting on 14 May 2015

ASM intends to vote against the resolutions to be proposed at the General Meeting on 14 May 2015 and would encourage fellow shareholders to vote AGAINST the current proposal at the meeting. Shareholders should note that the final time and date for submission of proxy voting instructions is 11.00 a.m. on 12 May 2015.

This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices. The Offer will be made subject to the conditions which are set out in Appendix I to this announcement and the full conditions and further terms to be set out in the Offer Document and (in respect of ARMS Shares held in certificated form) in the Form of Acceptance.

Enquiries:

ACE

Kin Chan

Telephone: +852 2106 0828

Hannam & Partners

(Financial adviser to ACE)

Neil Passmore

Andrew Chubb

Telephone: +44 20 7907 8500

Buchanan

(PR adviser to ACE)

Bobby Morse

Gordon Poole

Telephone: +44 20 7466 5000

Further information

Appendix I sets out the conditions toand certain further terms of the Offer.

Appendix II contains the sources and bases of certain information used in this summary and the following announcement.

Appendix III contains definitions of certain terms used in this summary and the following announcement.

Hannam & Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to ACE and no one else in connection with the Offer and will not be responsible to anyone other than ACE for providing the protections afforded to clients of Hannam & Partners, nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to acquire or sell or an invitation to sell or subscribe for or purchase any securities or the solicitation of an offer to sell or subscribe for or purchase any securities in any jurisdiction pursuant to the Offer or otherwise nor should any part of it form part of, or be relied on, in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of any company in ARMS Group. The Offer will be made solely through the Offer Document, which will contain the full terms and conditions of the Offer (including details on how to accept the Offer). Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. ARMS Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by, or otherwise subject to, the laws and regulations of those jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about and observe any such laws or regulations. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. It is the responsibility of each such person to satisfy himself as to the full observance of the laws and regulations of each relevant jurisdiction, including the obtaining of any governmental or other consents which may be required to be observed and the payment of any taxes or fees in such jurisdictions.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed is not the same as would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of Restricted Jurisdictions. Unless otherwise determined by ACE or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by ACE or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The availability of the Offer to persons not resident in the UK may be affected by the laws of jurisdictions other than the UK. Persons who are subject to the laws of any jurisdiction other than the UK should obtain professional advice and observe any applicable requirements.

Reservation of right to elect to use scheme of arrangement

ACE reserves the right to elect, with the consent of the Panel (if applicable), to implement the proposed acquisition of the entire issued and to be issued share capital of ARMS not already owned by ACE by way of a Scheme. In such event the Scheme will be implemented on substantially the same terms, subject to appropriate amendments (including as to the statutory voting requirements), as those which would apply to the implementation of said acquisition by means of the Offer.

Forward looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of ARMS Group and certain intentions, plans and objectives of ACE, ASML Group and Sinarmas with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning.

These statements are based on assumptions and assessments made by ACE, ASML and Sinarmas in light of their respective experience and perception of historical trends, current conditions, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. None of ACE, ASML or Sinarmas assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law, the Financial Conduct Authority or the Panel on Takeovers and Mergers.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Nothing in this announcement is intended, or is to be construed, as a profit forecast or a forecast of earnings per share.

Notice to ARMS Shareholders in the United States

TheOffer will be made for securities of a company organised under the laws of England, and ARMS Shareholders in the United States should be aware that this announcement, the Offer Document (or, if applicable, a scheme document) and any other documents relating to the Offer have been or will be prepared in accordance with the Code, the applicable rules and regulations of the Financial Conduct Authority and UK disclosure requirements, format and style, all of which differ from laws, regulations and rules generally applicable in the United States. The financial statements of ACE and ARMS and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Offer, have been or will be prepared otherwise than in accordance with US GAAP and may not be comparable to the financial statements or other financial information of US companies.

The Offer will be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer will be deemed made solely by ACE and not by any of its financial advisers.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, ACE or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase of, ARMS Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable.

Each ARMS Shareholder in the United States is urged to consult with his independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such shareholder's acceptance of the Offer.

Neither the US Securities and Exchange Commission nor any other United States state securities commission has approved or disapproved the Offer, or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

It may be difficult for ARMS Shareholders in the United States to enforce their rights and any claim arising out of the US federal or state securities laws, since ACE and ARMS are incorporated under the laws of countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. ARMS Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Opening Position Disclosure

ACE made a public opening position disclosure disclosing the details required under Rule 8.1(a) and Note 2(a)(i) of Rule 8 of the Code on 27 April 2015.

Publication on website

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on ACE's website at www.asiacoalenergyventures.com by no later than 12.00 noon (London time) on the Business Day following the date of this announcement and will remain available during the course of the Offer. Neither the content of the ACE website referred to in this announcement nor the content of any other website accessible from hyperlinks on ACE's website are incorporated into, or form part of, this announcement.

7 May 2015

CASH OFFER

for

Asia Resource Minerals plc ("ARMS")

Asia Coal Energy Ventures Limited ("ACE")

1. Introduction

Further to its announcement of 14 April 2015, the Board of ACE announces a cash offer to acquire the entire issued and to be issued ordinary share capital of ARMS not already owned by ACE and funds managed by Argyle Street Management Limited (such funds, together with Argyle Street Management Limited, being "ASML"), and also announces its intention to implement a US$150 million equity injection, which will require the engagement of the ARMS Board and, in addition, a bond restructuring on substantially similar commercial terms as the current proposed Notes Exchange.

2. ARMS General Meeting on 14 May 2015

ASML intends to vote against the resolutions to be proposed at the General Meeting on 14 May 2015 and would encourage fellow shareholders to vote AGAINST the current proposal at the General Meeting. Shareholders should note that the final time and date for submission of proxy voting instructions is 11.00 a.m. on 12 May 2015.

3. The Offer

The Offer, which will be subject to the terms and conditions set out below and in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of ARMS Shares held in certificated form, in the Form of Acceptance, will be made by ACE on the following basis:

for each ARMS Share 41.0 pence in cash

The Offer values the entire issued ordinary share capital of ARMS at £98.8 million (US$151.2 million).

The Offer represents a premium of 173.3 per cent. to the Closing Price of 15.0 pence per ARMS share, as at 13 April 2015, being the last Business Day before the commencement of the offer period, and a premium of:

· 198.0 per cent. to the 30-day volume weighted average price of 13.8 pence;

· 158.0 per cent. to the 60-day volume weighted average price of 15.9 pence; and

· 164.7 per cent. to the 90-day volume weighted average price of 15.5 pence,

in each case as at 13 April 2015, being the last Business Day before the commencement of the offer period.

Full details of the conditions to which the Offer is subject are set out in Appendix I to this announcement.

The Offer extends to all ARMS Shares unconditionally allotted or issued on the date of the Offer and any ARMS Shares which are unconditionally allotted or issued (including pursuant to the exercise of options granted under the ARMS Share Option Schemes) whilst the Offer remains open for acceptance or by such earlier date as ACE may, subject to the Code, determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances.

Pursuant to the Offer, the ARMS Shares will be acquired with full title guarantee fully paid and free from all Encumbrances and any other third party rights and interests of any nature and together with all rights attaching to such ARMS Shares, including without limitation, voting rights and the right to receive all dividends and other distributions (if any) announced, declared, made or paid on or after the date of this announcement.

ASML holds an aggregate of 4.65 per cent. of the issued ordinary share capital of ARMS.

4. RBI Loans Acquisition and Ravenwood Irrevocable Undertaking

The following documents have been entered into by ACE and the other parties to them and as further detailed below:

· RBI Framework Agreement;

· Ravenwood Irrevocable Undertaking; and

· RBI Loans Acquisition Agreement.

4.1 RBI Framework Agreement

Ravenwood, ACE, RBI, FTI Consulting (Hong Kong) Limited and FTI Consulting (Singapore) Pte Limited entered into the Framework Agreement in order to document the mechanics and ancillary documentation in relation to the Ravenwood Irrevocable Undertaking. In particular, it documents the mechanism by which RBI will release its security over the Ravenwood ARMS Shares in order that Ravenwood is able to fulfil its obligations under the Ravenwood Irrevocable Undertaking.

Pursuant to the RBI Framework Agreement, RBI has agreed, amongst other matters, for Ravenwood to enter into and comply with the Ravenwood Irrevocable Undertaking and each of RBI and ACE agree to use commercially reasonable endeavours to procure the fulfilment of the conditions to which the Irrevocable Undertaking is subject as soon as reasonably practicable and in any event by no later than the last date on which the Offer can become or be declared unconditional in all respects.

The consideration received by Ravenwood for the Ravenwood ARMS Shares pursuant to the Offer will be used by Ravenwood to partially repay amounts outstanding under the loans advanced to it by RBI.

From the date of the RBI Framework Agreement until the earlier of the date on which the Offer becomes unconditional in all respects and the Termination Date (as defined below), RBI agrees with ACE and Ravenwood that it shall not cause Ravenwood to take any action that would be inconsistent with the obligations expressed to be assumed by Ravenwood under the RBI Framework Agreement or render Ravenwood unable to comply with any of its obligations under the Ravenwood Irrevocable Undertaking. However, RBI may undertake any enforcement action (an "RBI Security Enforcement Event") required to validly transfer legal and beneficial title to the Ravenwood ARMS Shares to RBI to permit a sale of the RBI Loans to a third party, subject to the prior approval of the Panel. RBI would immediately upon such an RBI Security Enforcement Event enter into an irrevocable undertaking to accept the Offer on the same terms as the Ravenwood Irrevocable Undertaking. Ravenwood and ACE agree that if there was an RBI Security Enforcement Event the Ravenwood Irrevocable Undertaking would immediately terminate.

From the date of the Framework Agreement until the earlier of the date on which the Offer becomes unconditional in all respects and the Termination Date (as defined below), each of Ravenwood and RBI shall not, either directly or indirectly (whether or not in conjunction with any third party):

(i) enter into or continue, facilitate or encourage, any discussions or negotiations with any other person relating to any possible transaction with respect to all or any part of the Ravenwood ARMS Shares (a "Competing Offer");

(ii) enter into any agreement or arrangement with any other person relating to a Competing Offer;

(iii) make available any information relating to the Ravenwood Facility Agreement, the Ravenwood ARMS Shares or any related agreement in connection with a Competing Offer;

(iv) withdraw from negotiations with ACE for the sale of all or any part of the Ravenwood ARMS Shares; and

(v) do or omit to do anything which frustrates the ability or affects the willingness of ACE to consummate the sale and purchase of all of the Ravenwood ARMS Shares pursuant to the Offer.

save that nothing in the foregoing shall apply to a potential sale of the RBI Loans to a third party as permitted by the RBI Loans Acquisition Agreement.

"Termination Date" means the earliest of: (a) the date on which the Offer lapses or is withdrawn without having become wholly unconditional; (b) the day after the last day of the 28 day period which starts on the date of the release of the announcement if the Offer Document has not been sent within 28 days of this announcement (or such later longer period as the Panel may agree); (c) the day after the Rule 16 General Meeting Notice Last Notice Date if ARMS has not sent notice of the Rule 16 General Meeting by the Rule 16 General Meeting Last Notice Date; (d) the day after the last date on which the Offer can become or be declared unconditional in all respects if ARMS has not held the Rule 16 General Meeting by the last date by which the Offer can become or be declared unconditional in all respects; or (e) the date on which the Independent Shareholders of ARMS vote against the resolution proposed at the Rule 16 General Meeting.

ACE agrees not to waive the condition to the Offer set out in paragraph 1 (b) of Appendix I to this announcement (Conditions of the Offer) without the prior written consent of RBI.

RBI agrees, amongst other things, that within two Business Days of receipt of written confirmation from ACE that promptly following (i) RBI's release of its security over the Ravenwood ARMS Shares; (ii) the valid acceptance by Ravenwood of the Offer in accordance with the Ravenwood Irrevocable Undertaking; and (iii) the issue of the Certificate (as defined below), the Offer will become or be declared unconditional in all respects, RBI shall release all security that it holds over the Ravenwood ARMS Shares at that time so as to enable Ravenwood to validly accept the Offer and Ravenwood shall within one Business Day of release instruct the financial institution through which the Shares are held in CREST to accept the Offer.

ACE undertakes to declare the Offer unconditional in all respects promptly upon (i) the release of security over the Ravenwood ARMS Shares by RBI; (ii) the valid acceptance by Ravenwood of the Offer and (iii) the issue of the Certificate by ACE's receiving agent (the "Certificate") which confirms that valid acceptances of the Offer have been received (including that from the Seller) and that the number of ARMS shares which have otherwise been acquired, whether before or during the offer period ("Relevant Acceptances") would, if the Offer became or was declared unconditional in all respects, result in ACE holding ARMS Shares carrying in aggregate more than 50 per cent. of the voting rights currently exercisable at a general meeting of ARMS.

ACE gives certain indemnities to Ravenwood and RBI under the Framework Agreement.

4.2 Ravenwood Irrevocable Undertaking

Pursuant to the Ravenwood Irrevocable Undertaking, Ravenwood undertakes to accept the Offer in respect of the Ravenwood ARMS Shares which represent 23.81 per cent of the existing issued ordinary share capital of ARMS. Among other matters, Ravenwood also undertakes to vote against all resolutions to be considered at the General Meeting and any other resolutions to be considered at any other general meeting of ARMS convened from time to time with respect to the ARMS Recapitalisation (other than the alternative recapitalisation intended to be proposed by ACE as referred to in this announcement).

The Ravenwood Irrevocable Undertaking is conditional upon (a) the independent financial adviser to ARMS publicly stating that, in its opinion, the terms of the RBI Loans Acquisition are fair and reasonable for the purpose of Note 2 on Rule 16.1 of the Code; (b) approval by a vote of the Independent Shareholders of ARMS at the Rule 16 General Meeting, in each case by no later than the last date by which the Offer can become or be declared unconditional in all respects; and (c) the release of RBI's security over the Ravenswood ARMS Shares in accordance with the provisions of the RBI Framework Agreement summarised above. In addition, the Ravenwood Irrevocable Undertaking ceases to be binding if any of the events occur which are set out in paragraph 4 (b) to 4 (e) inclusive of the definition of Termination Date set out above, or if the Offer becomes unconditional in all respects or lapses or is withdrawn, or upon the occurrence of an RBI Security Enforcement Event.

4.3 RBI Loans Acquisition Agreement

Pursuant to the RBI Loans Acquisition Agreement, RBI agrees to sell to ACE the loans advanced by RBI to three companies namely Maxima, PT Samudra Pacific Marine and Ravenwood, together with the related security (excluding the Ravenwood ARMS Shares), for an aggregate consideration of US$120 million less the US$ equivalent of the consideration to be received by Ravenwood for the Ravenwood ARMS Shares pursuant to the Offer. If the Offer does not become unconditional in all respects or has lapsed or been withdrawn, or if ACE has elected to use a Scheme, the amount deducted from the US$120 million will be US$35 million. Ravenwood was controlled indirectly by Samin Tan prior to October 2014 when RBI exercised its rights to remove the then existing directors and to appoint directors nominated by RBI to the board of Ravenwood. The RBI Loans are secured by various assets.

The conditions to completion of the RBI Loans Acquisition Agreement are (a) the independent financial adviser to ARMS publicly stating that, in its opinion, the terms of the RBI Loans Acquisition are fair and reasonable in accordance with Note 2 on Rule 16.1 of the Code, and (b) approval by a vote of the Independent Shareholders of ARMS at the Rule 16 General Meeting.

RBI has the right, subject to the prior approval of the Panel, to sell the RBI Loans to any third party prior to completion of the sale to ACE.

If (i) the Offer has lapsed or been withdrawn; and (ii) a Concert Party Event has occurred prior to the Offer lapsing or being withdrawn; and (iii) either (x) ACE and persons acting in concert with ACE as at the date on which the Offer has lapsed or been withdrawn hold less than 6.18 per cent. of issued ordinary shares in ARMS; or (y) ACE and persons acting in concert with ACE as at the date on which the Offer has lapsed or been withdrawn hold 6.18 per cent. or more of the issued ordinary shares of ARMS and ACE is able to obtain a dispensation from the Panel from the application of Rule 35.1 of the Code within two weeks, during the period of nine months from completion of the purchase of the RBI Loans, RBI shall not, either directly or indirectly (whether or not in conjunction with any third party):

(i) enter into or continue, facilitate or encourage, any discussions or negotiations with any other person relating a Competing Offer);

(ii) enter into any agreement or arrangement with any other person relating to a Competing Offer;

(iii) make available any information relating to the Ravenwood Facility Agreement, the Ravenwood RBI Shares or any agreement or document relating thereto in connection with a Competing Offer;

(iv) withdraw from negotiations with ACE for the sale of all or any part of the Ravenwood ARMS Shares; and

(v) do or omit to do anything which frustrates the ability or affects the willingness of ACE to consummate the sale and purchase of all of the Ravenwood ARMS Shares pursuant to the Offer.

If RBI fails to comply with any of the above undertakings, RBI must pay to ACE US$85 million promptly following which ACE will transfer the RBI Loans back to RBI.

Any party may terminate the RBI Loans Acquisition Agreement immediately if any of the events occur which are set out in paragraphs 4 (b) to 4 (e) inclusive in the definition of Termination Date set out above.

5. Information on ACE, ASML and Sinarmas

ACE is a BVI company. It is managed by ASML, a Hong Kong based special situations hedge fund manager with approximately US$850 million under management. The sole shareholder of ACE is ASM Administration. The director of ACE is Adriatic Sea Management Limited. The directors of Adriatic Sea Management Limited are Kin Chan, Jason Chan and Daniel Budiman.

ACE is funded by the Sinarmas Group ("Sinarmas"). Sinarmas is one of Indonesia's business groups with holdings in pulp and paper, financial services, agribusiness, real estate, energy and telecommunications. Sinarmas is managed by the Widjaja family and has a number of listed companies located throughout Asia including Singapore, Indonesia and Hong Kong. Sinarmas also includes PT Golden Energy Mines Tbk, an established coal miner and operator listed on the Jakarta Stock Exchange, with sales in 2014 of over 9 million tonnes and over 600 million tonnes of coal reserves. Moreover, Sinarmas also owns power stations that include a 300MW independent power plant in South Sumatra.

Further information on Sinarmas can be found at http://www.sinarmas.com/.

6. Rationale for the Offer

ASML, as a shareholder in ARMS, has long been concerned that ARMS is being run in a sub-optimal fashion, contributing to a severe destruction of shareholder value. In addition, ASML is concerned that the current proposed recapitalisation, supported by NR Holdings Limited ("NR Holdings"), is not in the interests of either shareholders or noteholders. It is the view of ACE that the ARMS Open Offer to shareholders to subscribe for ARMS shares at the open offer price of 25.0 pence per share, as part of the ARMS Recapitalisation, was structured in such a way as to maximise the probability that its outcome would be that the effective control of the Company passes to NR Holdings without giving ARMS shareholders the opportunity to sell their shares by way of a takeover offer at an equivalent price to the ARMS Open Offer price. In addition, in ASML's view, ARMS shareholders were disincentivised from participating in the ARMS Open Offer because:

· The open offer price was, when announced, at a significant premium to the ARMS share price;

· Entitlements under the open offer could not be traded; and

· Only NR Holdings, and not any other interested shareholder, could have participated above its pro rata entitlement, by virtue of its underwriting of the open offer.

ASML's views are supported by the fact that ARMS announced on 23 April 2015 that acceptances under the ARMS Open Offer were received from qualifying shareholders representing approximately 14.0 per cent of the ARMS Shares available under the ARMS Open Offer with the result that, upon the ARMS Open Offer becoming wholly unconditional, NR Holdings and its concert parties would hold 53.78 per cent. of the enlarged issued share capital of ARMS. ASML also notes the announcement issued on 20 April 2015 by a vehicle to be established by NR Holdings and SUEK plc of a possible cash offer for ARMS. ACE notes that that announcement is not an announcement of a firm intention to make an offer and does not mention an offer price.

Accordingly, ASML intends to vote against the Resolutions to be proposed at the General Meeting on 14 May and urges ARMS shareholders to do the same.

ARMS has suffered from a number of financial and operational issues, which have been exacerbated by the low coal price environment. ARMS has stated that it is of the opinion that, without a major refinancing, it does not have sufficient working capital for the impending US$450 million note repayment in July 2015.

ACE believes that the proposed ARMS Recapitalisation, without any compelling concurrent plan to implement and finance an improvement in operational efficiency, will ultimately be unsuccessful on economic grounds in light of the current soft market conditions for thermal coal which ACE believes are likely to persist into the foreseeable future.

Operationally, ACE is also concerned that there may be illegal mining activities in the concession operated by Berau that would need to be carefully managed. Upon conclusion of a successful Offer, ACE intends to initiate an investigation into this potential issue as well as a thorough review of the operations of Berau including the arrangements with the contractors, marketing agents and suppliers in order to seek to ensure an efficient and sustainable operation. In addition, ACE and Sinarmas believe that Berau's potential can only be unlocked with the support of an experienced and proven Indonesian partner.

7. The need for an established Indonesian partner

ACE is concerned about the recent news reports and Indonesia Stock Exchange ("IDX") announcements relating to Berau, including:

· Reports from news sources1 that the Union of Berau Mine Workers, representing approximately 800 workers, has threatened a strike in a letter to Berau's President Director in response to the prospect of foreign management of the mine in country, which may adversely affect Berau's coal production and costs;

· Announcements issued by Berau on 24 April 2015 and released by the IDX and submitted to Indonesia's Minister of Law and Human Rights as well as published in two local newspapers, noting that the appointment of two of the foreign directors of Berau had been cancelled following their detention by the Indonesian immigration authorities; and

· Announcements issued by Berau on 30 April 20152 through the IDX, and an RNS announcement issued by ARMS on 30 April 2015, indicating conflicting reports on whether the recent extraordinary general meeting ("EGM") of Berau had been validly held. ARMS has announced publicly that the EGM was validly held while Berau has publicly contradicted this statement.

As a result of the uncertainty over the validity of the EGM of Berau which was purportedly held on 30th April 2015, the IDX resolved, on 4th May 2015, to suspend trading in the listed shares of Berau. It has also been announced, on 5 May 2014, that the Union of Berau Mine Workers will halt operations to seek clarification from the management regarding the results of Berau's EGM which occurred on 30 April 2015. The uncertainty in the validity of the EGM arises from the decision of the two non-Indonesian individuals who were allegedly removed as directors of Berau to hold the EGM, notwithstanding the publication of a notice advising that it had been postponed, and to proceed to pass resolutions, including resolutions re-appointing themselves as directors, despite the issues relating to the termination of their appointment remaining unresolved.

The current position at Berau appears to ACE to be one of ongoing uncertainty relating to the employment status of the two foreign individuals, and also the validity of the resolutions which were to be proposed to the shareholders at the EGM. This has already had an impact on Berau, and ARMS, through the public announcement of the suspension of trading in Berau's shares.

There are continuing tensions in Indonesia regarding the ownership of Indonesian mining rights. In particular, there are multiple examples of mining rights being required to be majority held by Indonesian entities. This is owing to what ACE considers both the object and purpose of the divestment obligations, namely to guarantee the majority control and ownership of Indonesian assets by Indonesian entities. It is ACE's contention that the ARMS Recapitalisation has been structured with a likelihood that a non-Indonesian entity, NR Holdings, will come to control ARMS. It is a concern of ACE that the ARMS Recapitalisation appears to have no established Indonesian partner, which may lead to discussions with the Indonesian government regarding Berau Coal's potential indirect foreign ownership.

As reflected in these developments, ACE believes that it is becoming increasingly challenging for foreign nationals to fully own and manage mines in Indonesia3. ACE believes that this environment of resource nationalism has the potential to impact on both equity and debt securities holders of ARMS should NR Holdings be successful in either the proposed ARMS Recapitalisation or the possible NR Holdings / SUEK offer.

In the opinion of ACE, ARMS's operating subsidiary Berau Coal should ensure that all stakeholders (including villagers, plantation owners, road users and owners and port operators) are actively engaged, consulted and, ultimately, compensated in order for the mine to operate in an optimal fashion. ACE believes that these issues are best managed with a local Indonesian operator who can better provide leadership on the social and political dimensions of such a key strategic asset.

As one of Indonesia's largest business groups and an established player in the local coal mining industry, Sinarmas and the Widjaja family have extensive experience with direct relevance to optimising Berau's operations.

1 E. Widyasari, 'Pekerja Berau Coal menggelar aksi tolak dominasi asing' ('Berau Coal Workers Reject Foreign Domination'), Tambang, 8 April 2015, (accessed 14 April 2015). S. G. Wibisono, 'Karyawan Berau Coal Demo Tolak Dominasi Asing' ('Berau Coal Employees Protest to Reject Foreign Domination'), Tempo, 9 April 2015, (accessed 14 April 2015). G. Necolsen, 'Karyawan Berau Coal Tolak Orang Asing di Dalam Manajemen' (Berau Coal Employees Protest to Reject Foreigners in the Management), Tribun Kaltim, 9 April 2015 (accessed 14 April 2015).

2Translated from the announcement of Berau on 30 April 2015, "Under the Law, Downham and Fenby have no authority and no power of authority to act on the behalf of the company's name and conduct an EGM without informing the company. Based on the above points, therefore the EGM meeting held today by Downham and Fenby - who acted in the company's name - is an act against the law and is illegitimate".

3News sources: T. Salim, 'Freeport to start divesting stake in 2015', Jakarta Post 26 January 2015, (accessed 13 April 2015). J. Marbun, 'Govt obligates Freeport to divest stake before October 2015', Republika, 14 November 2014, (accessed 13 April 2015). L. Sailo, 'Protectionism in Indonesia's mining sector', East Asia Forum, 20 June 2013. Y. Supritana, M. Taylor, F. Jensen, 'Freeport Indonesia to offer 5 percent stake to public, in smelter talks', Reuters, 26 July 2013, (accessed 13 April 2015). 'Indonesian 'Resource Nationalism' Upsets Foreign Investors', Jakarta Globe, 21 March 2012, (accessed 4 May 2015). Nugraha, 'Newmont sells 7% stake to Indonesia, fulfills divestment regulation', Platts, 9 May 2011, (accessed 13 April 2015).

8. ARMS's bond restructuring proposal

Legal analysis conducted on behalf of ACE confirms that the bond restructuring proposal made by the incumbent Board may fail to achieve a high level of legal certainty that the bond restructuring can be implemented as currently proposed. In particular, a scheme of arrangement in Singapore, which is an essential component of the ARMS Recapitalisation, may be open to jurisdictional and other challenges given the absence of a sufficient connection between Singapore (where the scheme of arrangement is being proposed) and the business, operations and assets of Berau Coal. It is the view of ACE, having taken legal advice, that a materially more certain legal approach to implement the restructuring would be a legal process in Indonesia (i.e. Penundaan Kewajiban Pembayaran Utang, also known as a "PKPU"), since it is settled Indonesian law that any non-Indonesian court order will not be recognised in Indonesia.

9. ACE's intentions regarding the ARMS Group

ACE announces that it currently intends:

· As soon as reasonably practicable after the Offer becomes wholly unconditional and closes1 and subject to the failure of the proposed ARMS Recapitalisation, to seek to implement an alternative recapitalisation, which will require the engagement of the ARMS Board pursuant to which ACE would underwrite a pre-emptive equity capital raise by ARMS of US$150 million. It is currently envisaged that this equity capital raise would be at a price of at least 28.0 pence per share2, which is a premium of 12.0 per cent. to that envisaged in the current ARMS Recapitalisation and a premium of 86.7 per cent. to the ARMS Closing Price of 15.0 pence per share on 13 April 2015, being the last business day before commencement of the offer period. ARMS shareholders who do not wish to participate at this price have the opportunity to realise a significant premium for their shares in cash pursuant to the Offer. The proceeds from the alternative recapitalisation2 (after deduction of expenses) would, be used to:

- Reduce the ARMS Group's debt and exchange its existing 2015 Notes and 2017 Notes on substantially similar commercial terms as the ARMS Recapitalisation as set out in the existing Circular; and

- Subject to funds remaining from the foregoing application, to fund operational optimisation and provide additional working capital; and

· Subject to the completion of the Offer, ARMS Board approval and to any requisite shareholder approval and applicable laws and regulations, to enter into a services agreement with Sinarmas in relation to the operation of the Berau mine.

1 If there is insufficient time after the date on which the Offer becomes wholly unconditional and closes to implement the intended alternative recapitalisation before 8 July 2015, being the due date for the repayment of the 2015 Notes, or any later date for repayment which might be agreed by or on behalf of holders of the 2015 Notes, then ACE would intend to put in place bridge financing to effect the alternative recapitalisation. The bridge financing would be repaid from the net proceeds of the alternative recapitalisation. Should, however, the alternative recapitalisation be implemented before the Offer becomes wholly unconditional and closes, rather than by way of bridge financing, ACE reserves the right to increase the price of the alternative recapitalisation to reduce or eliminate any arbitrage to the Offer Price.

2The proposed pricing, quantum and application of the equity capital raise and notes restructuring which is currently intended as referred to above will depend upon and be subject to:

(1) prices for Newcastle thermal coal (Bloomberg: XW1 Commodity) not falling below U$60 per metric tonne or exceeding US$65 per metric tonne;

(3) prevailing interest rates and exchange rates not falling below 6-month lows, specifically with reference to the 10-year Indonesian government bond yield (Bloomberg: GIDN10YR Index) and USD/IDR;

(4) ARMS Board approval;

(5) requisite approval of the holders of ARMS Shares in a general meeting;

(6) requisite approval of the holders of the 2015 Notes and 2017 Notes; and

(7) compliance with all applicable laws and regulations and the obtaining of all necessary consents, approvals or waivers from any relevant governmental or regulatory authority or agency.

10. Golden Energy and Resources Limited

Golden Energy and Resources Limited (formerly known as United Fiber System Limited) ("GEAR") a company listed on the Singapore Stock Exchange (SGX: AUE) is an investment holding company engaged in forestry and pulp production. GEAR holds a forest concession right and develops, owns, and operates a wood chip mill in South Kalimantan, Indonesia. Following completion of the proposed acquisition of 66.9998% of PT Golden Energy Mines Tbk ("GEMS") by GEAR from Sinarmas ("GEAR Reverse Takeover"), GEAR will expand its business to mining development.

GEAR, of which ASML owns a 0.73 per cent. equity stake, announced on 15 April 2015 that it had entered into a non-binding memorandum of understanding ("MOU") with ASM Administration, pursuant to which GEAR may consider acquiring ACE from ASM Administration, being the sole shareholder of ACE (the "Proposed ACE Acquisition"). The price for the proposed acquisition would be such price that is no less favourable than the Offer Price (including professional fees and associated costs incurred by ACE pursuant to the Offer).

The Proposed ACE Acquisition will be subject to, inter alia, the following conditions precedent:

· GEAR being satisfied with its due diligence investigations into the financial, legal, tax and business of ARMS and ACE;

· Completion of the placement of shares in GEAR to comply with the minimum public float requirements in the listing manual of Singapore Exchange Securities Trading Limited following completion of the GEAR Reverse Takeover;

· The resolutions of shareholders of GEAR having been obtained for the Proposed ACE Acquisition (as applicable); and

· All necessary consents, approvals or waivers from any relevant governmental or regulatory authority or agency having jurisdiction over the parties in relation to the Proposed ACE Acquisition having been obtained (as applicable).

Under the MOU each of GEAR and ASM Administration agrees, on a non-binding basis, that it shall not, and shall procure that their respective concert parties shall not, make any other acquisitions of shares in ARMS without the prior written consent of the other party, save as pursuant to the Offer and the Proposed ACE Acquisition.

GEAR on 20 April 2015 completed the GEAR Reverse Takeover by Sinarmas, pursuant to which Sinarmas through a subsidiary holds 94.20 per cent. of GEAR shares and is therefore its controlling shareholder.

Subject to the satisfaction of the conditions precedent set out above, the MOU between ASM Administration and GEAR is an initial step that could potentially result in Sinarmas ultimately controlling ACE. However, the potential change of control of ACE as contemplated under the MOU will not impact on the terms of the Offer.

11. Management and employees

The Board of ACE confirms that, subject to the Offer becoming or being declared unconditional in all respects, it intends that the existing employment rights, including any pension rights, of all ARMS Group employees will continue to be safeguarded.

12. Financing of the Offer

Under a facility agreement dated 7 May 2015, Sinar Mas Multiartha has agreed to provide a committed credit facility in the aggregate amount of £97 million for the purpose of financing the Offer. This credit facility will be available for drawing for a period of at least 12 months (or such extended period as may be agreed between the lender and ACE). ACE has the right to draw on this facility on an unrestricted basis except in the event that certain insolvency events or a cessation of business event occurs with respect to ACE.

Hannam & Partners, financial adviser to ACE, has confirmed that it is satisfied that sufficient financial resources are available to ACE to enable it to satisfy the cash consideration payable by ACE under terms of the Offer in full.

Under the Sinar Mas Multiartha Facility Document, it would be an event of default if there was any substantive change to the terms and conditions of the Offer and/or the Offer was not being implemented in accordance with all applicable laws and regulations or on terms and substantively in the manner previously disclosed by ACE to Sinar Mas Multiartha. If there was such an event of default, it would not affect the availability of the financing pursuant to the Sinar Mas Multiartha Facility Document for the purposes of the Offer.

13. Information on ARMS

ARMS is the parent company of the ARMS Group. ARMS indirectly owns 84.7 per cent. of Berau, which indirectly owns 90 per cent. of Berau Coal, one of the largest thermal coal producers in Indonesia in terms of production volume between 2010 and 2014 according to Wood Mackenzie. Berau Coal engages in open-cut mining of coal in its concession area in East Kalimantan, Indonesia, where it holds coal mining rights until 26 April 2025 (which it may be possible to extend). Berau Coal operates three mining areas in Lati, Binungan and Sambarata, where reserves were estimated to be 519 million tonnes as of 30 June 2014, of which 285 million tonnes are of the proved category and 234 million tonnes are of the probable category. Berau Coal's concession area of approximately 118,400 hectares also contains three other reserve locations, namely Binungan, Gurimbang and Punan.

14. ARMS Share Option Schemes

ACE will make appropriate proposals in due course to the extent that options or awards under the ARMS Share Option Schemes have not yet been exercised or vested, unless the Panel confirms that no such proposals are required.

15. Disclosure of interests in ARMS Shares

Save in respect of the 11,192,495 ordinary shares in ARMS held by ASML representing 4.65 per cent of the issued ordinary share capital of ARMS, and the 57,235,656 ARMS Shares in which Samin Tan remains interested, as at the close of business on 6 May 2015, being the last Business Day prior to the publication of this announcement, neither ACE, nor (so far as ACE is aware) any person acting, or deemed to be acting, in concert with ACE for the purposes of the Offer has:

· An interest in, or a right to subscribe for, ARMS Shares or in any securities convertible or exchangeable into ARMS Shares ("Relevant ARMS Securities");

· Any short position in Relevant ARMS Securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or

· Borrowed or lent any Relevant ARMS Securities (except for any borrowed Shares which have been either on-lent or sold) including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code nor has any dealing arrangement in relation to Relevant ARMS Securities.

For these purposes, "dealing arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant ARMS Securities which may be an inducement to deal or refrain from dealing in such securities.

Information about the Ravenwood Irrevocable Undertaking is set out in paragraph 4 above.

The Panel has deemed ACE and ASML to be acting in concert with Samin Tan for the purpose of the Offer, primarily on the basis that ASML and Samin Tan co-operated in relation to the requisition of a general meeting of ARMS which took place on 4 February 2015.

16. Compulsory acquisition, cancellation of trading and re-registration

Notwithstanding the terms of paragraph 1(a) of Appendix I to this announcement, if ACE receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the ARMS Shares to which the Offer relates and of the voting rights carried by those ARMS Shares and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), ACE intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining ARMS Shares on the same terms as the Offer (a "Compulsory Acquisition").

Following a Compulsory Acquisition (if any) and subject to any applicable requirements of the Listing Rules of the FCA, ACE would intend to propose that ARMS applies for the cancellation of trading in the ARMS Shares and of the listing of the ARMS Shares on the Official List. It is anticipated that a notice period of not less than 20 Business Days prior to cancellation would commence either on ACE, by virtue of its shareholdings and acceptances of the Offer, acquiring or having agreed to acquire issued share capital carrying 75 per cent. of the voting rights of the ARMS or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act (in each case if relevant). The cancellation of trading of ARMS Shares will significantly reduce the liquidity and marketability of any ARMS Shares not acquired by ACE.

It is also intended that, following a Compulsory Acquisition (if any) and assuming the cancellation of trading in the ARMS Shares and of the listing of the ARMS Shares on the Official List, ARMS would be re-registered as a private company.

17. Conditions and Offer Document

The Offer is conditional upon, among other things:

· Valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as ACE may, in accordance with the Code or with the consent of the Panel, decide) in respect of such number of ARMS Shares which, together with ARMS Shares acquired or agreed to be acquired (whether pursuant to the Offer or otherwise) by ACE carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of ARMS;

· The passing at the Rule 16 General Meeting of a resolution on a poll of Independent Shareholders of ARMS to approve the RBI Loans Acquisition and the RBI Loans Acquisition Agreement for the purposes of Note 2 on Rule 16.1 of the Code; and

· The ARMS Open Offer Shares not being unconditionally allotted or issued and fully paid before the date on which the Offer ceases to be open for acceptance or before such earlier date as ACE (subject to the Code or with the consent of the Panel) may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances.

It is expected that ACE will publish the Offer Document and form of acceptance as soon as practicable and, in any event, within 28 days after the date of this announcement.

18. Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on ACE's website www.asiacoalenergyventures.com no later than 12 noon on the Business Day following the date of this announcement until the offer closes:

· The Sinar Mas Multiartha Facility Document;

· The RBI Framework Agreement; and

· The Ravenwood Irrevocable Undertaking referred to in paragraph 4 above.

19. General

Subject to the disclosures made in paragraph 4 above relating to the RBI Framework Agreement and paragraph 12 above relating to the Sinar Mas Multiartha Facility Document, there are no agreements or arrangements to which ACE is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.

Your attention is drawn to the further information contained in the Appendices which form part of this announcement. The conditions to the Offer and a summary of further terms in relation to the Offer set out in Appendix I to this announcement form part of, and should be read in conjunction with, this announcement.

Appendix III to this announcement contains definitions of certain terms used in this announcement.

The Offer will be subject to the applicable requirements of the Code.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries:

ACE

Kin Chan

Telephone: +852 2106 0828

Hannam & Partners

(Financial adviser to ACE)

Neil Passmore

Andrew Chubb

Telephone: +44 20 7907 8500

Buchanan

(PR adviser to ACE)

Bobby Morse

Gordon Poole

Telephone: +44 20 7466 5000

Further information

Appendix I sets out the conditions and certain further terms of the Offer.

Appendix II contains the sources and bases of certain information used in this summary and the following announcement.

Appendix III contains definitions of certain terms used in this summary and the following announcement.

Hannam & Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to ACE and no one else in connection with the Offer and will not be responsible to anyone other than ACE for providing the protections afforded to clients of Hannam & Partners, nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Overseas shareholders

Reservation of right to elect to use scheme of arrangement

Forward looking statements

Notice to ARMS Shareholders in the United States

The Offer will be made for securities of a company organised under the laws of England, and ARMS Shareholders in the United States should be aware that this announcement, the Offer Document (or, if applicable, a scheme document) and any other documents relating to the Offer have been or will be prepared in accordance with the Code, the applicable rules and regulations of the Financial Conduct Authority and UK disclosure requirements, format and style, all of which differ from law, regulations and rules generally applicable in the United States. The financial statements of ACE and ARMS and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Offer, have been or will be prepared otherwise than in accordance with US GAAP and may not be comparable to the financial statements or other financial information of US companies.

The Offerwill be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer will be deemed made solely by ACE and not by any of its financial advisers.

Neither the US Securities and Exchange Commission nor any United States state securities commission has approved or disapproved the Offer, or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

It may be difficult for ARMS Shareholders in the United States to enforce their rights and any claim arising out of the US federal state securities laws, since ACE and ARMS are incorporated under the laws of countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. ARMS Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.

Dealing disclosure requirements of the Code

Opening Position Disclosure

ACE made a public opening position disclosure disclosing the details required under Rule 8.1(a) and Note 2(a)(i) of Rule 8 of the Code on 27 April 2015.

Publication on website

APPENDIX I

Conditions and certain further terms of the Offer

1. Conditions of the Offer

The Offer will be subject to the following conditions:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as ACE may, in accordance with the Code or with the consent of the Panel, decide) in respect of such number of ARMS Shares which, together with ARMS Shares acquired or agreed to be acquired (whether pursuant to the Offer or otherwise) by ACE carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of ARMS, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to ARMS Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding options, subscription or conversion rights or otherwise;

For the purposes of this condition 1(a) ARMS Shares which have been unconditionally allotted shall be deemed to carry voting rights they will carry upon issue;

(b) the passing at the Rule 16 General Meeting of a resolution on a poll of Independent Shareholders of ARMS to approve the RBI Loans Acquisition and the RBI Loans Acquisition Agreement for the purposes of Note 2 on Rule 16.1 of the Code;

(c) the ARMS Open Offer Shares not being unconditionally allotted or issued and fully paid before the date on which the Offer ceases to be open for acceptance or before such earlier date as ACE (subject to the Code or with the consent of the Panel) may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances;

(d) to the extent that the Offer constitutes a concentration or is otherwise subject to merger or control filing, notification or approval in any jurisdiction or the approval of the competent agency in that jurisdiction is required before ACE can acquire shares pursuant to the Offer, the receipt of evidence, in a form and substance satisfactory to ACE, that in relation to the Offer and the acquisition of any shares in, or control of, ARMS by ACE or any member of the Wider ASML Group, all applicable filings and notifications have been made, all applicable waiting and/or other relevant time periods have expired, lapsed or been terminated and any required approvals have been obtained, unconditionally or, if subject to conditions, on terms satisfactory to ACE;

(e) each Relevant Regulator having approved or being deemed to have approved, in terms reasonably satisfactory to ACE, the acquisition by ACE of control over ARMS and any member of the Wider ARMS Group which is authorised or regulated by any Relevant Regulator, either unconditionally or subject to the fulfilment of conditions or obligations reasonably acceptable to ACE;

(f) there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider ARMS Group is a party or by or to which any such member or any of its assets is or are or may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in ARMS or any other member of the Wider ARMS Group or because of a change in the control or management of ARMS or otherwise, could or might be expected to result in:

(i) any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being or becoming capable of being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any such member or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so;

(viii) the creation of any liability, actual or contingent, by any such member; or

(ix) the financial or trading position or the prospects or the value of any such member being prejudiced or adversely affected,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider ARMS Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this condition 1(f);

(g) no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps or done any thing, and there not continuing to be outstanding any statute, regulation, decision or order, which would or would reasonably be expected to (in each case to an extent which is material in the context of the Wider ARMS Group as a whole or, as the case may be, Wider ASML Group as a whole):

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider ASML Group or by any member of the Wider ARMS Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof;

(ii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider ASML Group of any shares or other securities in ARMS;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider ASML Group or any member of the Wider ARMS Group directly or indirectly to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider ARMS Group or the Wider ASML Group or to exercise management control over any such member;

(iv) otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Wider ASML Group or of any member of the Wider ARMS Group;

(v) make the Offer or its implementation or the acquisition or proposed acquisition by ACE or any member of the Wider ASML Group of any shares or other securities in, or control of ARMS void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise impede, challenge or interfere therewith or require any amendment to the terms of the Offer or any proposed acquisition of any ARMS Shares or the acquisition of control or management of ARMS or the Wider ARMS Group by ACE or any member of the Wider ASML Group;

(vi) except in respect of the 'squeeze-out' procedure in accordance with the provisions of Part 28 of the Companies Act 2006, require any member of the Wider ASML Group or the Wider ARMS Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) or interest in any member of the Wider ARMS Group or the Wider ASML Group owned by any third party;

(vii) impose any limitation on the ability of any member of the Wider ASML Group or the Wider ARMS Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other members of the Wider ASML Group or the Wider ARMS Group; or

(viii) result in any member of the Wider ARMS Group or the Wider ASML Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any ARMS Shares having expired, lapsed or been terminated;

(h) all notifications, filings or applications which are necessary or are considered appropriate by ACE having been made in connection with the Offer, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with or obtained in terms and in a form reasonably satisfactory to ACE in connection with the Offer or the acquisition or any proposed acquisition by any member of the Wider ASML Group of any shares or other securities in, or control or management of, ARMS or any member of the Wider ARMS Group or the carrying on by any member of the Wider ARMS Group of its business unless otherwise waived by ACE, and no temporary restraining order, preliminary or permanent injunction or other order having been issued and being in effect by a court or other Third Party of competent jurisdiction which has the effect of making the Offer illegal or otherwise prohibiting the consummation of the Offer; and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (collectively, "Consents") reasonably deemed necessary or appropriate by ACE or any member of the Wider ASML Group for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, ARMS or any member of the Wider ARMS Group by any member of the Wider ASML Group or the carrying on by any member of the Wider ARMS Group of its business having been obtained in terms and in a form reasonably satisfactory to ACE from all appropriate Third Parties or persons or bodies with whom any member of the Wider ARMS Group has entered into contractual arrangements and all such Consents necessary or appropriate to carry on the business of any member of the Wider ARMS Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke, suspend, restrict, modify, or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(i) except as Disclosed, no member of the Wider ARMS Group having, since 31 December 2013:

(i) save as between ARMS and wholly-owned subsidiaries of ARMS or for ARMS Shares issued or agreed to issue pursuant to the exercise of options granted or vesting of awards made under the ARMS Share Option Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between ARMS and wholly-owned subsidiaries of ARMS or for the grant of options or making of awards under the ARMS Share Option Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible or exchangeable into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury;

(iii) other than to another member of the ARMS Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-ARMS Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v) save for intra-ARMS Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, agreed to issue, authorised or proposed the issue of any debentures or save for intra-ARMS Group transactions and/or save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business in respect of itself or another member of the Wider ARMS Group or entered into or changed the terms of any contract, agreement or arrangement with any director or senior executive of any member of the Wider ARMS Group;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materiallyrestrictive on the businesses of any member of the Wider ARMS Group or the Wider ASML Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is material in the context of the Wider ARMS Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it or petition presented or order made for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider ARMS Group or the Wider ASML Group other than to a nature and extent which is normal in the context of the business concerned;

(xiii) waived or compromised any claim otherwise than in the ordinary course of business;

(xiv) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, pension arrangements or other benefit relating to the employment or termination of employment of any person employed by the Wider ARMS Group;

(xvi) made any alteration to its memorandum or articles of association which is material in the context of the Offer;

(xvii) no enquiry or investigation by any Third Party having been threatened, announced, implemented or instituted and remaining outstanding; or

(xviii) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of ARMS Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code,

and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition, the term "ARMS Group" shall mean ARMS and its wholly-owned subsidiaries;

(j) except as Disclosed, since 31 December 2013:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider ARMS Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider ARMS Group is or may become a party (whether as a claimant, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider ARMS Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider ARMS Group which in any such case might reasonably be expected to adversely affect any member of the Wider ARMS Group;

(iii) no contingent or other liability having arisen or become apparent to ACE which would be likely to adversely affect any member of the Wider ARMS Group; and

(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider ARMS Group which is necessary for the proper carrying on of its business;

(k) except as Disclosed, ACE not having discovered:

(i) that any financial, business or other information concerning the Wider ARMS Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider ARMS Group is misleading, contains any misrepresentation of fact or omits to state a fact necessary to make that information not misleading;

(ii) that any member of the Wider ARMS Group or any partnership, company or other entity in which any member of the Wider ARMS Group has a significant economic interest and which is not a subsidiary undertaking of ARMS is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of ARMS for the year ended 31 December 2013; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider ARMS Group; and

(l) ACE not having discovered that:

(i) any past or present member of the Wider ARMS Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to, or has any actual, contingent, prospective or potential liability in respect of, the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harms human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider ARMS Group and which is material in the context of the Wider ARMS Group as a whole; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider ARMS Group to make good, repair, reinstate, decommission or clean up any property now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider ARMS Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Wider ARMS Group as a whole.

2. Certain further terms of the Offer

ACE reserves the right to waive all or any of conditions (b) to (l) (inclusive) above, in whole or in part. Except with the consent of the Panel the Offer will lapse unless conditions (b) to (l) (inclusive) of the Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by ACE in its opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the first closing date of the Offer and the date on which condition (a) is satisfied. ACE shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled or satisfied any of the conditions (b) to (l) inclusive by any date earlier than the latest date specified above for fulfilment or satisfaction of that condition notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no earlier circumstances indicating that any such conditions may not be capable of fulfilment or satisfaction.

If ACE is required by the Panel to make an offer for ARMS Shares under the provisions of Rule 9 of the Code, ACE may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

Save with the consent of the Panel, the Offer will lapse if, in respect of the proposed acquisition of ARMS by ACE or any matter arising therefrom, before the later of the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances: (i) there is a Phase 2 CMA reference, or (ii) if, Phase 2 European Commission proceedings are initiated or there is a Phase 2 CMA reference following a referral by the European Commission under Article 9(1) of the Regulation to a competent authority if the United Kingdom.

If the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and ACE shall thereupon cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

ARMS Shares acquired under the Offer will be acquired with full title guarantee, fully paid and free from all, Encumbrances, and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any), announced, declared, made or paid on or after the date of this announcement.

This Offer will be governed by English law and will be subject to the jurisdiction of the English courts and the conditions set out above and those terms which will be set out in the Offer Document and in the Form of Acceptance.

APPENDIX II

Sources and bases of information

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

(a) the historical share price on any particular date is sourced from the Closing Price for that date;

(b) the number of ARMS Shares in issue is based upon the announcement through the Regulatory Information Service by ARMS on 14 April 2015 that it has 240,957,067 ordinary shares of £0.01 pence each in issue;

(c) references to a percentage of ARMS Shares are based on the number of ARMS Shares in issue as set out at paragraph (b);

(d) financial information in relation to ARMS has been extracted from the relevant published annual report and accounts of ARMS and/or the Circular and/or public statements made by ARMS;

(e) the value placed by the Offer on the existing issued share capital of ARMS (approximately £98.8 million) is based on the number of ARMS Shares as set out in paragraph (b) and on an Offer Price of 41.0 pence per ARMS Share; and

(f) reference to the premiums which the Offer represents have been calculated using an Offer Price of 41.0 pence per ARMS Share.

(g) conversion of amounts in this announcement from pounds sterling to US dollars has been effected at an exchange rate of £/US$ 1:1.53 (Source: Bloomberg).

APPENDIX III

Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires:

"2015 Notes"	the US$450 million aggregated principal amount of 12.5 per cent. guaranteed senior secured notes due 8 July 2015 issued by Berau Capital Resources Pte. Ltd, a wholly owned subsidiary of Berau, and guaranteed by Berau and certain Berau group subsidiary guarantors as referred to in the Circular;
"2017 Notes"	the US$500 million aggregated principal amount of 7.25 per cent. guaranteed senior secured notes due 13 March 2017 issued by Berau and guaranteed by certain Berau group subsidiary guarantors as referred to in the Circular;
"ACE"	Asia Coal Energy Ventures Limited, a company incorporated in the BVI with registered number 1808927;
"ACE Group"	ACE and its subsidiary and subsidiary undertakings;
"ARMS"	Asia Resource Minerals plc, a company registered in England and Wales under number 07460129;
"ARMS Annual Report and Accounts"	the audited annual consolidated financial statements of the ARMS Group for the financial year ended 31 December 2013;
"ARMS Group"	ARMS and its subsidiary undertakings;
"ARMS Open Offer"	the open offer of ARMS as defined and set out in the Circular;
"ARMS Open Offer Shares"	the ordinary shares of 1 pence each in the capital of ARMS which were offered to ARMS Shareholders pursuant to the ARMS Open Offer forming part of the ARMS Recapitalisation or any other ordinary shares in the capital of ARMS offered from time to time pursuant to (a) any amendments, variations or revisions of the ARMS Recapitalisation publicly announced by ARMS from time to time and (b) any transaction or transactions publicly announced by ARMS from time to time in replacement of the ARMS Recapitalisation in the form set out in the Circular, other than the alternative recapitalisation intended to be proposed by ACE as referred to in this announcement;
"ARMS Recapitalisation"	the inter-related transactions proposed by ARMS to reduce ARMS group debt and exchange the 2015 Notes and the 2017 Notes, comprising the ARMS Open Offer and Notes Exchange, all as set out in the Circular;
"ARMS Share Option Schemes"	the Asia Resource Minerals Incentive Plan, the Asia Resource Minerals 2014 Deferred Share Bonus Plan and the one off award over 364,476 ARMS Shares on broadly similar terms to the Asia Resource Minerals Incentive Plan;
"ARMS Share Options"	the options over ARMS Shares granted under the ARMS Share Option Schemes;
"ARMS Shareholders"	the holders of ARMS Shares;
"ARMS Shares"	the existing unconditionally allotted and issued and fully paid ordinary shares of 1 pence each in the capital of ARMS and any further ordinary shares of 1 pence each in the capital of ARMS which are unconditionally allotted or issued and fully paid before the date on which the Offer ceases to be open for acceptance or before such earlier date as ACE (subject to the Code or with the consent of the Panel) may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances;
"ASM Administration"	ASM Administration Limited, a subsidiary of Argyle Street Management Holdings Limited;
"ASML"	Argyle Street Management Limited, a Hong Kong-based special situations hedge fund manager together (as the context may require) with funds managed by it (Argyle Street Management Limited being a subsidiary of Argyle Street Management Holdings Limited);
"ASML Group"	ASML and its subsidiaries and subsidiary undertakings;
"Berau"	PT Berau Coal Energy Tbk.;
"Berau Coal"	PT Berau Coal;
"Board of ACE"	the board of directors of ACE as at the date of this announcement;
"Board" or "Board of ARMS" or "ARMS Board"	the board of directors of ARMS as at the date of this announcement;
"Business Day"	a day (other than a Saturday, a Sunday or public holiday) on which banks are generally open for business in the City of London for the transaction of all normal sterling banking business;
"BVI"	British Virgin Islands;
"Certificate"	has the meaning ascribed to it paragraph 4 of this announcement;
"Circular"	the circular and prospectus of ARMS dated 31 March 2015;
"Closing Price"	the official closing price of an ARMS Share as derived from Bloomberg;
"Code"	the City Code on Takeovers and Mergers;
"Companies Act"	the Companies Act 2006 (as amended);
"Competing Offer"	has the meaning ascribed to it paragraph 4 of this announcement;
"Concert Party Event"	means the Panel's determination that any person described in this announcement as acting, or deemed to be acting, in concert with ACE for the purposes of the City Code, is no longer acting, or deemed to be acting, in concert;
"Disclosed"	(i) as disclosed in the ARMS Annual Report and Accounts; or (ii) publicly announced by ARMS (by the delivery of an announcement through a Regulatory Information Service) prior to the date of this announcement; or (iii) as fairly disclosed in writing by or on behalf of ARMS to ACE or the Wider ASML Group or their advisers in connection with the Offer prior to the date of this announcement;
"EGM"	has the meaning ascribed to it paragraph 7 of this announcement;
"Encumbrances"	means any mortgage, charge, pledge, lien, equities, encumbrance, hypothecation, trust, assignment by way of security, option, right of pre-emption, and any other third party rights and interests or other impediment of any kind however and whether created or arising as a matter of law or otherwise;
"FCA"	the Financial Conduct Authority;
"Form of Acceptance"	the form of acceptance relating to the Offer which will be distributed with the Offer Document;
"FSMA"	the Financial Services and Markets Act 2000;
"GEAR"	Golden Energy and Resources Limited (formerly known as United Fiber System Limited);
"GEAR Reverse Takeover"	has the meaning ascribed to it paragraph 10 of this announcement;
"GEMS"	PT Golden Energy Mines Tbk;
"General Meeting"	the general meeting of ARMS originally convened for 11.00 am on 22 April 2015 by the notice of meeting contained in the Circular and now to be held at 11.00 am on 14 May 2015 or any adjournment thereof;
"Hannam & Partners"	Hannam & Partners (Advisory) LLP, financial adviser to ACE;
"IDX"	Indonesia Stock Exchange;
"Independent Shareholders"	means independent shareholders as determined by the Panel for the purposes of Note 2 on Rule 16.1 to the Code;
"London Stock Exchange"	London Stock Exchange plc;
"Maxima"	Maxima Vale Holding Limited a company formerly indirectly controlled by Samin Tan and presently capable of being controlled by RBI;
"MOU"	has the meaning ascribed to it paragraph 10 of this announcement;
"Notes Exchange"	the proposed offer by Berau to exchange approximately US$118.75 million (including a US$95 million loan indirectly by ARMS and cash held at Berau) and the new 2019 notes and the new 2020 notes to be issued by the Berau group for the 2015 Notes and the 2017 Notes all as set out in the Circular;
"NR Holdings"	means NR Holdings Limited;
"Offer"	the offer to be made by ACE to acquire all of the issued and to be issued ARMS Shares not already owned by ASML and ACE on the terms and conditions to be set out in the Offer Document and where the context permits any subsequent revision, variation, extension or renewal thereof;
"Offer Document"	the document to be published containing the Offer;
"Offer Price"	41.0 pence per ARMS Share;
"Official List"	the Official List of the FCA;
"Panel"	The Panel on Takeovers and Mergers of the United Kingdom;
"PKPU"	means Penundaan Kewajiban Pembayaran Utang as provided for in paragraph 9 of this announcement;
"Possible Offer Announcement"	the announcement made on 14 April 2015 by ACE of a possible offer for ARMS, which announcement commenced the offer period (as defined in the Code) of ARMS;
"Proposed ACE Acquisition"	has the meaning ascribed to it paragraph 10 of this announcement;
"PT Samudra Pacific Marine"	PT Samudra Pacific Marine a company formerly indirectly controlled by Samin Tan and presently capable of being controlled by RBI;
"Ravenwood"	Ravenwood Acquisition Company Limited a company formerly controlled indirectly by Samin Tan prior to October 2014 and presently controlled by RBI through directors nominated by RBI;
"Ravenwood ARMS Shares"	the 57,361,411 ordinary shares in ARMS that stands as collateral for certain RBI Loans being the subject of the Ravenwood Irrevocable Undertaking;
"Ravenwood Facility Agreement"	the US$224 million credit agreement dated 22 November 2013 (as amended from time to time) between, amongst others, RBI and Ravenwood;
"Ravenwood Irrevocable Undertaking"	the irrevocable undertaking from Ravenwood to ACE in respect of 57,361,411 ordinary shares in ARMS (as described in paragraph 4 of this announcement);
"RBI"	Raiffeisen Bank International AG;
"RBI Framework Agreement"	the framework agreement dated 7 May 2015 (London time) between Ravenwood, ACE, RBI, FTI Consulting (Hong Kong) Limited and FTI Consulting (Singapore) Pte Limited, referred to in paragraph 4 of this announcement, subject to any revision or variation agreed from time to time;
"RBI Loans"	loans advanced by RBI to Maxima, PT Samudra Pacific Marine and Ravenwood by RBI including all rights and property relating thereto excluding the Ravenwood ARMS Shares;
"RBI Loans Acquisition"	the acquisition of the RBI Loans and related security pursuant to the RBI Loans Acquisition Agreement referred to in paragraph 4 of this announcement;
"RBI Loans Acquisition Agreement"	the agreement dated 7 May 2015 (London time) between RBI as seller and agent and ACE as purchaser, subject to any revision or variation agreed from time to time, together with a related escrow agreement to be entered into between RBI, ACE and an escrow agent and any other related documentation;
"RBI Security Enforcement Event"	has the meaning ascribed to it paragraph 4 of this announcement;
"Regulatory Information Service"	as defined in the FCA Handbook;
"Relevant Acceptances"	has the meaning ascribed to it paragraph 4 of this announcement;
"Relevant ARMS Securities"	has the meaning ascribed to it paragraph 15 of this announcement;
"Relevant Regulator"	in respect of ARMS or any member of the Wider ARMS Group, each and any regulatory authority to the supervision and/or authorisation of which it is subject whether statutory, self-regulatory or otherwise, including, without limitation, any settlement system, stock exchange or listing authority;
"Resolutions"	the resolutions to be proposed at the General Meeting (or any adjournment of such meeting);
"Restricted Jurisdiction"	any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which ACE regards as unduly onerous;
"Rule 16 General Meeting"	the general meeting of ARMS which would need to be convened by the ARMS Board in order for Independent Shareholders of ARMS to be able to consider, and if thought fit approve, the RBI Loans Acquisition and the RBI Loans Acquisition Agreement for the purposes of Note 2 on Rule 16.1 of the Code, or any adjournment thereof;
"Rule 16 General Meeting Last Notice Date"	the last date by which the notice of the Rule 16 General Meeting would need to be sent in order for the Rule 16 General Meeting to be held by the last date by which the Offer can become or be declared unconditional in all respects;
"Scheme"	a scheme of arrangement under Part 26 of the Companies Act 2006;
"Sinarmas"	Sinarmas Group;
"Sinar Mas Multiartha"	PT Sinar Mas Multiartha Tbk;
"Sinar Mas Multiartha Facility Document"	the facility agreement dated 7 May 2015 between Sinar Mas Multiartha and ACE as further described in paragraph 12 of this announcement;
"Singapore Scheme"	the proposed Singapore scheme of arrangement as defined and set out in the Circular;
"Subsidiaries"	as defined by the Companies Act 2006;
"Termination Date"	has the meaning ascribed to it paragraph 4 of this announcement;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"Wider ARMS Group"	ARMS, any subsidiary and associated undertakings of ARMS and any other undertakings in which ARMS and any such subsidiary and associated undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting rights or the equivalent; and
"Wider ASML Group"	ASML, ASML Group and ACE (the "relevant parties") any parent, subsidiary and associated undertakings of the relevant parties, any subsidiary undertakings of any parent undertakings of the relevant parties and any subsidiary undertakings in which the relevant parties and any such subsidiary and associated undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting rights or the equivalent.

All references to legislation in this announcement are to English legislation unless the contrary is indicated.

Any reference to any provision of any legislation shall include any amendment, modification, re‑enactment or extension thereof.

For the purposes of this announcement, "parent undertaking", "subsidiary undertaking", "subsidiary," "associated undertaking" and "undertaking" have their meanings under the Companies Act, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006).

References to "US$", "$", "US dollars" and "cents" are to the lawful currency of the United States of America.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

All times referred to in this announcement are to London times unless otherwise specified.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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