30th Sep 2011 16:39
Bumi plc ("Bumi" or the "Company")
30 September
For immediate release
Exchange of Founder Shares
As described in the prospectus published by the Company on 17 June 2011 (the "Prospectus"), the Founder Shares (which are B ordinary shares in the share capital of Bumi's subsidiary, Vallar Holding Company Limited) are capable of exchange for either Bumi Shares or Vallar Shares which will in turn be exchanged for Bumi Shares up to and including the last Business Day of the sixth month following the month in which the Acquisition completed. The Acquisition was completed on 8 April 2011.
The holder of the Founder Shares has today served notice on Vallar Limited that it is now exercising its right to exchange all of the Founder Shares for Vallar Shares and, pursuant to Vallar's articles of association, such Vallar Shares will in turn be exchanged for Bumi Voting Ordinary Shares on a one for one basis (the "Exchange").
16,064,608 new Bumi Voting Ordinary Shares will be issued to the holder of the Founder Shares in order to satisfy the Exchange. In addition, as a result of the Exchange, 6,884,832 Bumi Voting Ordinary Shares, to be held by the Bakrie Group, will arise on the conversion of 6,884,832 Bumi Suspended Voting Ordinary Shares in accordance with their terms. Following the Exchange, the Bakrie Group will hold 54,154,285 Bumi Voting Ordinary Shares and 60,442,782 Bumi Suspended Voting Ordinary Shares.
Applications will be made to the UK Listing Authority for 16,064,608 new Bumi Voting Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to London Stock Exchange plc for 16,064,608 new Bumi Voting Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (the, "Exchange Admission"). It is expected that the Exchange Admission will become effective, and that dealings in such shares will commence, at 8.00 a.m. on or around Thursday 6 October.
Applications will be made to the UK Listing Authority for 6,884,832 new Bumi Voting Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to London Stock Exchange plc for 6,884,832 new Bumi Voting Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (the, "Conversion Admission"). It is expected that the Conversion Admission will become effective, and that dealings in such shares will commence, at 8.00 a.m. on or around Friday 7 October.
For the purposes of the Financial Services Authority's Disclosure and Transparency Rules, upon the Exchange Admission on 6 October and Conversion Admission on 7 October the total number of voting rights in the Company will be 180,514,285. The total number of Ordinary Shares will be 240,957,067 (of which 180,514,285 will be Bumi Voting Ordinary Shares and 60,442,782 will be Bumi Suspended Voting Ordinary Shares).
The above total voting rights figure of 180,514,285 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the voting rights of the Company, under the Disclosure and Transparency Rules.
Capitalised terms not otherwise defined in this announcement have the meanings given to them in the Prospectus.
For further information, please contact:
Bumi plc: 020 7201 7507
Nick von Schirnding
J.P. Morgan Cazenove: 020 7588 2828
Ian Hannam
James Taylor
Neil Passmore
Finsbury: 020 7251 3801
Ed Simpkins
Charles Chichester
J.P. Morgan Limited (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), which is authorised and regulated by the Financial Services Authority, is acting for Bumi plc and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bumi plc for providing the protections afforded to clients of J.P. Morgan Cazenove.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of, any securities.
The securities of the Company referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered with the U.S. Securities and Exchange Commission or an exemption from the registration requirements of the Securities Act is available.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security, therefore this announcement does not constitute a public offering in Indonesia under Law Number 8 of 1995 regarding Capital Market.
Related Shares:
ARMS.L