6th May 2014 17:32
6 May 2014
For Immediate Release
Asia Resource Minerals plc ("ARMS" or the "Company")
Statement Regarding Potential Demerger Options, Distribution of Cash through a B-Share Scheme, Potential Directorate Changes and the Timing of the Company's Annual General Meeting ("AGM")
ARMS announces that a number of the Company's major shareholders, including RACL and Borneo, have indicated a clear wish for the Company's shares in PT Berau to be distributed in specie to shareholders, on the basis that they believe the simplified ownership would ultimately remove the need for a London based management team and listed vehicle, thereby reducing cost and increasing shareholder value and potentially allowing a distribution of cash in excess of $500m.Certain other shareholders have, however, indicated a preference to maintain the existing corporate and governance structure.
The Board believes it therefore needs to undertake a careful and thorough review involving an active solicitation of shareholders' views on the future strategy for the Company and an assessment of whether there are distribution options that would gain broad shareholder acceptance.
As previously indicated, the Company intends to distribute at least $400m of cash to shareholders and is in the advanced stages of preparing a circular for shareholders to seek their approval for this to be implemented through a B-share scheme, which would deliver tax benefits for certain shareholders. This circular also incorporates details of a relationship agreement (the "Relationship Agreement") with Nat Rothschild that would be voted on at the same meeting.
The Company remains committed to implementing the distribution via the B-share scheme and the Relationship Agreement but has decided that before proceeding it should first determine whether to progress with a distribution of the Company's shares in PT Berau because this would have implications for each of these items including, for example, the amount of cash that is distributed above and beyond US$400m.
In light of these developments, the Company is delaying its 2014 Annual General Meeting until Friday 27 June 2014, given that the decision as to whether or not to distribute the PT Berau shares will have implications for the nature of the Board that will seek re-election at this meeting.
The Company is aiming to reach a decision on whether to proceed with the PT Berau share distribution by the time the Notice of AGM is posted, which will be no later than 3 June.
Chris Walton, Chairman of ARMS said: "The Board has a clear duty to consider any proposal that has, as in this case, been put forward by a number of our major shareholders. However, the Board has an equal duty to consider the views of the minority shareholders and we are actively engaging with all shareholders to solicit their views."
ARMS also announces that Mr Bob Kamandanu has been proposed as an independent non-executive director ("INED") candidate under the Borneo Relationship Agreement and Dr Wallace King has been proposed as an INED by Mr Nathaniel Rothschild ("Proposed INEDS").
The Proposed INEDs have not yet been appointed to the Board of ARMS, but discussions are at an advanced stage and they may be appointed shortly, subject in the main to the outcome of discussions regarding demerger options.
The biographies of the Proposed INEDs are set out below. Should a decision be made to proceed with these appointments, an appropriate announcement will be made in due course. The Company confirms that there are no further details to disclose under paragraphs 9.6.13 R (1) of the Listing Rules in respect of these new directors.
Bob Kamandanu
Mr Kamandanu is currently Chairman of the Indonesian Coal Mining Association and President and CEO of PT Delma Mining Corporation, a third generation CCoW coal company in Indonesia. He also serves as a director of Risco Energy, President Director of PT Avra Indonesia and as an Independent Commissioner of PT Samindo Resources Tbk. From 2006 to 2009 he served as President Director of PT Berau Coal, and from 2009 to 2012 as a Commissioner. He was educated in Indonesia and the US and, prior to joining PT Berau Coal, he served in a variety of roles at British American Tobacco, Cigna, Chandra Asri and Pirelli. He is a frequent industry speaker and draws on extensive mining experience and a broad business background of multinational and local companies.
Dr Wallace King
Dr King is currently Deputy Chairman and Member of the Remuneration Committee of Ausdrill Limited, a mining services company, a position he has held since 2011. He has also been a non-executive director and member of various Board Committees of Coca-Cola Amatil since 2002. From 1968 to 2010, he worked at Leighton Holdings, Australia's largest construction company, in a variety of roles, ending his executive career as Chief Executive Officer and Group Managing Director. As the former Chief Executive of one of the largest mining infrastructure companies in Asia, Dr King brings a wealth of experience of both Indonesian and international mining. In addition to his current non-executive roles, he also serves on wide variety of fund raising and professional bodies in Australia.
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For enquiries, please contact:
Asia Resource Minerals plc
Sean Wade +44 (0) 20 7201 7511 | RLM Finsbury
Ed Simpkins / Charles O'Brien +44 (0) 20 7251 3801 |
Related Shares:
ARMS.L