31st Aug 2011 07:00
31 August 2011
For immediate release
Update on the Further Bumi Resources Step-Up AcquisitionsOn 17 June 2011 Bumi published a prospectus in respect of the admission of Bumi Voting Ordinary Shares to trading on the London Stock Exchange's main market for listed securities (the "Prospectus").
Following the publication of the Prospectus, Bumi published a supplementary prospectus on 28 June 2011 (the "First Supplementary Prospectus") and a second supplementary prospectus on 30 June 2011 (the "Second Supplementary Prospectus") in connection with the Bumi Resources Step-Up Transaction (as defined in the Prospectus).
The Prospectus
As stated in the Prospectus, as supplemented by the First Supplementary Prospectus and the Second Supplementary Prospectus, applications to the UK Listing Authority and to the London Stock Exchange will not be sought using the Prospectus for the admission to listing and trading of any Bumi Voting Ordinary Shares issued, or arising on conversion of Bumi Suspended Voting Ordinary Shares, after 5.00 p.m. (London time) today and the Prospectus will cease to be valid in respect of any Bumi Voting Ordinary Shares issued or arising on conversion of Bumi Suspended Voting Ordinary Shares after such time and date.
Finalisation of the Further Bumi Resources Step-Up Acquisitions
As specified in the Second Supplementary Prospectus, on 30 June 2011, as part of the Bumi Resources Step-Up Transaction, Bumi entered into sale and purchase agreements with certain Bumi Resources Shareholders (the "Selling Bumi Resources Shareholders") pursuant to which Bumi agreed to purchase, and the Selling Bumi Resources Shareholders agreed to sell, in aggregate 676,646,359 Bumi Resources Shares (representing approximately 3.3 per cent. of the issued ordinary share capital of Bumi Resources) in consideration of the issue to the Selling Bumi Resources Shareholders of 11,735,108 Bumi Voting Ordinary Shares, which would thereby have increased the Group's total shareholding in Bumi Resources to approximately 32.1 per cent. (the "Further Bumi Resources Step-Up Acquisitions").
As stated in the Second Supplementary Prospectus, closing of the sale and purchase agreements was expected to occur as soon as practicable after 30 June 2011. Closing of one of the sale and purchase agreements relating to the Further Bumi Resources Step-Up Acquisitions occurred on 15 July 2011, pursuant to which Bumi purchased, and the relevant Selling Bumi Resources Shareholder sold, 68,024,137 Bumi Resources Shares (representing approximately 0.33 per cent. of the issued ordinary share capital of Bumi Resources) in consideration of the issue to such Selling Bumi Resources Shareholder of 1,179,745 Bumi Voting Ordinary Shares.
As a result, 505,605 Bumi Suspended Voting Ordinary Shares, issued to the Bakrie Group on the closing of the Bumi Resources Transaction, were converted into Bumi Voting Ordinary Shares on a one-for-one basis on 18 July 2011. 51,428 Bumi Suspended Voting Ordinary Shares were additionally converted into Bumi Voting Ordinary Shares on a one-for-one basis on 18 July 2011 as a result of the exercise of the Share Matching Awards.
However, it has now been agreed between Bumi and the other Selling Bumi Resources Shareholder that closing under the remaining sale and purchase agreement (the "Agreement") relating to the Further Bumi Resources Step-Up Acquisitions, in respect of the 608,622,222 Bumi Resources Shares held by the other Selling Bumi Resources Shareholder, will not now take place and the Agreement has been terminated. Following termination of the Agreement, neither Bumi nor the relevant Selling Bumi Resources Shareholder has any claim or liability under the Agreement.
As a result, Bumi now holds 6,061,699,637 Bumi Resources Shares, representing approximately 29.2 per cent. of the total issued share capital of Bumi Resources and the issued share capital of Bumi comprises 157,564,845 Bumi Voting Ordinary Shares and 67,327,614 Suspended Voting Ordinary Shares.
Capitalised terms not otherwise defined in this announcement have the meanings given to them in the Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus.
For further information, please contact:
Bumi: 020 7201 7507Nick von Schirnding
J.P. Morgan Cazenove: 020 7588 2828Ian HannamJames Taylor
Finsbury: 020 7251 3801Ed SimpkinsCharles Chichester
This announcement has been issued by and is the sole responsibility of the Company.
This announcement is an advertisement and not a prospectus and you should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus published by Bumi plc in connection with the admission and proposed admission of certain of its ordinary shares to the premium listing segment of the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's main market as more particularly described in the Prospectus. Copies of the Prospectus are available for inspection at Bumi plc's registered office at 2nd Floor, 4 Grosvenor Place, London, SW1 X 7HJ.
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 Bumi Resources Step-Up Acquisitions (as defined in the Second Supplementary Prospectus) 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.
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