12th Dec 2012 15:05
BUMI PLC - Correction: Update AnnouncementBUMI PLC - Correction: Update Announcement
PR Newswire
London, December 12
Correction made to announcement date
12 December 2012For Immediate Release Bumi plc ("Bumi" or the "Company") Update announcement Highlights: * Near final version of investigation report received * Board evaluating all legal and commercial options available to it in light of report * No material asset write-downs as a result of the investigation * Company working towards a transaction which separates the Bakrie Group from the Company and divests the minority interest in Bumi Resources1 * Relevant shareholders (PT Borneo Lumbung Tbk and Bukit Mutiara) have informed the Board that they have no intention of selling their shareholdings on the terms of the NR Investments Proposal2 * CEO Nalin Rathod to be succeeded by Nick von SchirndingBumi announced on 24 September 2012 an independent investigation intoallegations concerning, among other matters, potential financial and otherirregularities in the Company's Indonesian operations, especially in relationto PT Bumi Resources Tbk ("Bumi Resources"), in which the Company has a 29%interest. The Company has now received a near final version of a report (the"Report") by Macfarlanes LLP. In light of the Report, the Board is evaluatingall legal and commercial options available to it and has been engaging activelywith UK regulators and will continue to do so as appropriate.
In connection with the investigation, the Company has conducted a technicalexamination which has shown that information has been obtained illegally byemail hacking. The Board also notes the statements made on behalf of the BakrieGroup about the use of illegal e-mail hacking to obtain information used in theinvestigation. The Board is considering with its advisers further issues raisedby the provenance of the material passed to it and the bearing these mattersmay have on the courses of action available to the Company. However, thesematters do not affect the seriousness with which the Board is treating theallegations.
The Company's Audit Committee has considered whether, in light of the Report,any further asset write-downs will be required and believes that these are notlikely to be material given the extensive write-downs already made in respectof certain development assets, which were a main focus of the Macfarlanesinvestigation. Separately, and unrelated to the Report, there will be asignificant (non-cash) year end accounting adjustment to reflect the impairmentof the carrying value of PT Berau Coal Energy Tbk ("Berau") due to lowerthermal coal prices and the reclassification of the Company's 29% shareholdingin Bumi Resources from an associate to an investment which will be marked tomarket.
As previously announced, the Company has received a proposal from Long Haul(the "Long Haul Proposal"). An alternative proposal has also been received fromNR Investments (the "NR Proposal")2. The Board notes that the NR Proposalrequires certain shareholders, PT Borneo Lumbung Tbk ("Borneo") and BukitMutiara, to agree to sell their shares. These shareholders have informed theBoard that they have no intention of selling on the terms of the NR Proposal.
The Board will not be in a position finally to recommend a course of actionuntil regulatory processes are sufficiently advanced, but is working towards atransaction which separates the Bakrie Group from the Company and divests theCompany's minority interest in Bumi Resources as soon as practical. Both theLong Haul Proposal and the NR Proposal include these two steps.
It is not and never has been the intention of the Board to recommend thedisposal of Berau on the terms proposed by the Bakrie Group.
Mr Nalin Rathod has informed the Board today of his intention to step down asChief Executive Officer of the Company on 31 December 2012 and will serve as anon-independent, non-executive director. He will be succeeded as ChiefExecutive by Mr Nick von Schirnding who will join the Board on that date.3
Sir Julian Horn-Smith commented: "The Independent Non-Executive Directors arecontinuing to work through a number of very complex issues as quickly aspossible with a clear focus on maximizing shareholder value. I would like tothank Nalin for his contribution during his time as CEO of the Company. We arefortunate to have a candidate of the calibre of Nick von Schirnding to lead theCompany through this next phase."
1 Pending the conclusion of an ongoing regulatory investigation the Board willnot be in a position to recommend a course of action to shareholders
2 The NR Proposal comprises the following proposed steps:
1. New investors in Bumi would subscribe on a non pre-emptive basis for new
shares in Bumi equal to 25% of the current issued share capital (20% of the enlarged). The subscription price is assumed to be the prevailing Bumi share price and would be equal to the price paid to Borneo and Bukit Mutiara to buy back their Bumi shares (see step 4 below);2. Bakrie Group to exchange with Bumi its effective 23.8% interest in the
issued share capital of the Company for 10.3% of the issued share capital
of Bumi Resources. The resultant Bumi treasury shares would be cancelled;
3. Bakrie Group to acquire the balance of Bumi's interest in the issued share
capital of Bumi Resources (18.9%) for US$278 million in cash;
4. Borneo and Bukit Mutiara to sell their interests of 23.8% and 9.8%
respectively in the issued share capital of Bumi in a targeted buyback for
a price per share equal to the subscription price of the new shares issued
to the new investors; and
5. Bumi to acquire the 4% of the issued share capital of Berau Coal held by
Bukit Mutiara for a cash consideration based on the prevailing Berau share
price (and subject to BAPEPAM consent to Bumi continuing to hold greater
than 80% of Berau)
Steps 1 to 4 above would be interconditional. Steps 2 and 3 are identical tosteps A and B of the Long Haul Proposal.
3 No further information is required to be disclosed pursuant to paragraph9.6.13 of the Listing Rules of the UK Listing Authority
Note to Editors
Prior to joining Bumi plc in May 2010, Nick von Schirnding was a seniorexecutive at Anglo American plc, where he played a key role in the listing ofthe group in London and was a close advisor to two successive CEO's. Prior tothis Nick worked for De Beers in the Indian diamond industry, spending periodsof time in Mumbai and Surat. Nick has worked in IR, Treasury, Accounts as wellas a two year stint heading up a venture capital company for Anglo American inSouth Africa. Nick qualified as a lawyer and also holds an accountingqualification.
For enquiries, please contact:
Finsbury: +44 (0) 20 7251 3801Ed Simpkins
Related Shares:
ARMS.L