18th Jul 2013 07:13
18 July 2013
For Immediate Release
Bumi plc ("Bumi" or the "Company")
Separation Transaction Update
Bumi today announces that it has taken the next step in the process of separating the Company from the Bakrie Group and PT Bumi Resources Tbk ("Bumi Resources") (the "Separation").
On 11 July, PT Borneo Lumbung Energi & Metal Tbk ("Borneo") announced that an affiliate of Borneo, Ravenwood Pte Ltd ("Ravenwood"), had entered into an agreement to acquire the Bakrie Group's 23.8% interest in Bumi (the "Borneo/Bakrie Transaction"). This transaction is conditional upon the sale of Bumi's 29.2% interest in Bumi Resources to the Bakrie Group and a waiver of the requirement under Rule 9 of the City Code on Takeovers and Mergers for Borneo or any of its affiliates to make a general offer to Bumi shareholders. At the time of that announcement, Bumi notified its shareholders that negotiations with the Bakrie Group about the sale of its interest in Bumi Resources were ongoing.
Today, the Company and Vallar Investments UK Limited, a 100%-owned subsidiary of Bumi, have entered into a sale and purchase agreement with Long Haul Holdings Ltd., a Bakrie-controlled entity, for the sale of the Company's 29.2% interest in Bumi Resources to the Bakrie Group for US$501 million in cash. Bumi accounts for its interest in Bumi Resources as an investment. As at 31 December 2012, the value of this interest in Bumi's accounts was US$372m and the current market value of this interest is US$314m.
In addition to the Rule 9 whitewash required in respect the Borneo/Bakrie Transaction, the sale of the stake in Bumi Resources is a class 1 and related party transaction. The resolutions which will be put to Bumi shareholders to effect the Separation will require the approval of a majority of independent shareholders. A circular will be sent to shareholders as soon as possible ahead of a general meeting, which is planned for the autumn. As a condition to the posting of this circular, it will be necessary for certain further steps to be taken including finalisation of escrow arrangements. The Company also intends to complete the negotiation of a relationship agreement with Borneo and Ravenwood.
Once completed, the Separation will:
·; allow the Company to dispose of its interest in Bumi Resources, an asset it does not control, and allow separation from the Bakrie Group and termination of the Bakrie Relationship Agreement;
·; leave the Company with in excess of US$500 million in cash of which the Board intends to return a substantial proportion to shareholders in the near term;
·; allow the Company to move forward with unfettered focus on its strategy in relation to PT Berau Coal Energy Tbk; and
·; allow further restructuring of the board of the Company to take place, including the appointment of a new independent chairman.
The Separation is being negotiated and executed for the Company by an independent committee of the board. Commenting on the transaction, Sir Julian Horn-Smith, the Company's senior independent non-executive director, said, "Achieving a separation from the Bakrie Group and Bumi Resources remains the clear priority of the Company. Execution of this sale and purchase agreement finalises the economic terms for the sale of the Bumi Resources stake which we believe are highly attractive to Bumi shareholders. However, more needs to be done before we are able to present a comprehensive package for shareholders to consider, including finalising escrow arrangements which will govern the mechanics of funds transferred to close the deal as well as agreeing a relationship agreement to ensure the interests of independent shareholders are protected in line with accepted standards of corporate governance following the completion of the transaction."
-ENDS-
For enquiries, please contact:
Bumi plc
Jayesh Pankhania
+44 (0) 20 7201 7500
RLM Finsbury
Ed Simpkins / Charles O'Brien
+44 (0) 20 7251 3801
Related Shares:
ARMS.L