2nd Jun 2015 16:24
For Immediate Release
2 June 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" or the "Company")
by
Asia Coal Energy Ventures Limited ("ACE")
restructuring of Berau NotesUpdate
Further to its announcement dated 29 May 2015 and the announcement of Asia Resource Minerals plc ("ARMS") of 1 June 2015, ACE wishes to provide an update in relation to the proposed restructuring of the 12.5% Guaranteed Senior Secured Notes due 2015 issued by Berau Capital Resources Pte Ltd and the 7.25% Guaranteed Senior Secured Notes due 2017 issued by PT Berau Coal Energy Tbk ("BCE") (the "Proposed Restructuring").
Notwithstanding the progress made between ACE and the ad-hoc committee comprising certain persons holding a significant percentage of the Notes (the "Committee") with respect to the Proposed Restructuring, ACE is aware that hostile forces may be planning to initiate a legal process against BCE and/or PT Berau Coal in Indonesia (including a potential bankruptcy or PKPU process) with a view to destabilising or destroying the Proposed Restructuring. ACE confirms that it and the Sinar Mas group has every intention of working in close collaboration with the Committee, other supporting Noteholders and the legitimate representatives of ARMS, BCE and PT Berau Coal to defeat any such process and to protect and preserve the Proposed Restructuring. ACE is aware that Noteholders are very material creditors of both BCE and PT Berau Coal and would have a significant voice in any such legal process. ACE and Sinar Mas will also work in good faith with other supportive trade and working capital creditors of BCE and PT Berau Coal in order to defeat any such hostile actions and to preserve value for all legitimate stakeholders. To that end, ACE and Sinar Mas has also published an open letter to the contractors, working capital providers to and all other stakeholders of Berau, a copy of which is included in the appendix to this announcement.
Noteholders who have questions regarding the Proposed Restructuring and/or the strategies intended to the taken with respect to any hostile action against BCE and/or PT Berau Coal can contact ACE or Moelis & Company (as financial advisor to the Noteholders) whose respective contact details are provided at the end of this announcement.
This announcement should be read in conjunction with, and is subject to, the full text of ACE's announcement of 7 May 2015 ("ACE Announcement") and terms used in this announcement bear the same meanings as in that announcement save where the context otherwise requires.
Enquiries:
ACE
Kin Chan
Telephone: +852 2106 0828
Moelis & Company
(financial advisor to the Noteholders)
Bert Grisel
Telephone: +852 3180 1030
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: +44 207 466 5000
Appendix
Open Letter fromAsia Coal Energy Ventures Limited and Sinar Mas
2 June 2015
To: Contractors, working capital providers to and all other stakeholders of PT Berau Coal Energy Tbk and PT Berau Coal ("Berau")
This is an open letter from Asia Coal Energy Ventures Limited ("ACE") as potential indirect owner of Berau and Sinar Mas as ACE's backer.
We respectfully ask that all contractors and working capital providers to Berau continue to work in harmony with Berau in ensuring that the business is run in as stable and normal a way as is possible. We believe that any difficulties that are now being faced are temporary and that the long term future of Berau is bright for all legitimate stakeholders. We therefore encourage all stakeholders to support Berau and not take any steps that might damage the business, including any enforcement of legal claims whether by way of PKPU or otherwise.
We are working hard with bondholders of Berau to protect the interests of Berau. We refer to the announcement issued by ACE on 29 May 2015 regarding the bond restructuring terms that have been agreed in principle (full details available at www.asiacoalenergyventures.com). Should Berau be subjected to a hostile PKPU, this will increase the existing difficulties and increase risk of non-payment of current payables by Berau. Accordingly, we have every intention of working with bondholders, who are significant creditors of both PT Berau Coal Energy Tbk and PT Berau Coal, to defeat any disruptive or hostile legal steps against Berau.
In the context of the general offer by ACE for the shares of Asia Resource Minerals plc ("ARMs") not already owned by ACE and funds managed by Asia Street Management Limited ("Offer"), we are actively engaging with the board of ARMs and their advisors. In particular, we are strongly encouraging them to hasten the completion of the Rule 16 fairness opinion from ARMs' Rule 3 adviser and the related independent shareholder vote.
In the event that ACE's Offer succeeds and ACE becomes the new steward of Berau, we have every intention of using all reasonable endeavours to ensurethat amounts owing to all legitimate contractors, working capital providers and other trade creditors of Berau will be settled in the ordinary course of business.
We are also aware of the current differences between Pak Amir Sambodo and the management of ARMs, which owns 85% of Berau, and we look forward to an early resolution for the benefit of all contractors, working capital providers and other trade creditors of Berau and will assist, if we can, in achieving this.
Finally, we encourage all Indonesian stakeholders to act responsibly in protecting Berau against any actions that could result in irreparable damage or value destruction, for the benefit of the Republic of Indonesia.
Respectfully,
Kin Chan Asia Coal Energy Ventures Limited | Fuganto Widjaja Sinar Mas Group |
This letter 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 general offer by ACE Offer and / or the bond restructuring 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 ARMS or any of its subsidiaries.
Further information
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 / or the Restructuring 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 and / or the Restructuring 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 and / or the Restructuring 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 dispatched. Moreover, Hannam & Partners further advise any holders of the Notes to read carefully any documentation in relation to the Restructuring once those documents have been dispatched. 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 and / or the Restructuring (as the case may be) 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 and / or the Restructuring (as the case may be) 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 and / or the Restructuring (as the case may be) 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. ACE, ASML and Sinarmas expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any of the information contained in this announcement including without limitation forward-looking statements contained herein to reflect any change in ACE's, ASML's or Sinarmas' expectations with regard thereto or any change in events, conditions or circumstances on which any such information or statements are based or to reflect new information, future events or otherwise, except to the extent required by applicable law, the Financial Conduct Authority or the Panel on Takeovers and Mergers. As a result of these factors, the events described in the forward-looking statements in this announcement may not occur either partially or at all.
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
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 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
Related Shares:
ARMS.L