BUMI | Bakrie Separation Agreement Update | RNS
12 February 2013
For Immediate Release
Bumi plc ("Bumi" or the "Company")
Bakrie Separation Agreement - Update
Bumi plc announces that it has signed a heads of terms agreement ("HoT") regarding the separation from the Bakrie Group and PT Bumi Resources Tbk ("Bumi Resources" and the "Transaction" respectively). The HoT sets out the key terms of the Transaction which will allow the Company to divest its entire stake in Bumi Resources and remove the Bakrie Group from the Company and incorporates an obligation for the Bakrie Group to provide a US$50 million deposit.
The key provisions (the "Key Provisions") of the Transaction as set out in the HoT are as follows:
- the Bakrie Entities will cancel their indirect holding of 57,298,534 shares in Bumi plc amounting to 23.8% of the total issued ordinary share capital of Bumi plc in exchange for the transfer to the Bakrie Group of shares in Bumi Resources held by Bumi plc equating to 2,316,967,115 Bumi Resources shares equal to 10.3% of the entire issued shares in Bumi Resources (the "Share Swap");
- Bumi plc will sell to the Bakrie Group the remaining 3,924,732,522 Bumi Resources shares held by Bumi plc, equal to 18.9% of the entire issued shares in Bumi Resources, for US$278m payable in cash (the "Share Sale"); and
- the Bakrie Group will be required to place US$278m in escrow within 5 business days of signing a definitive agreement relating to the Transaction (the "Definitive Agreement"). This will ensure that the funds required to complete the Transaction will be in place well before the general meeting of the Company required to approve the Transaction.
The Transaction will be subject to the approval of Bumi plc shareholders.
Commenting on this agreement, Nick von Schirnding, CEO of Bumi, said, "The signing of these heads of terms demonstrates tangible progress towards the execution of the separation from the Bakrie Group and Bumi Resources. The core financial terms of this transaction, which is significantly value-accretive for Bumi shareholders, are now fixed. The US$50m deposit incentivises the Bakrie Group to secure the necessary cash to complete the deal. Reaching this milestone yet again highlights the fact that under the current Board the separation from the Bakrie Group can be achieved but if Nat Rothschild's resolutions are passed it cannot."
The US$50m deposit from the Bakrie Group will be placed in escrow by no later than 15 February. This deposit will form part of the overall cash consideration for the Transaction and will be repayable to the Bakrie Group under certain circumstances including (a) if any of the resolutions proposed at the general meeting convened for 21 February are passed (the Bakrie Group has previously indicated that it will not proceed with the Transaction in these circumstances); and (b) the Definitive Agreement is not executed by 30 May 2013, except in circumstances where the Bakrie Group has sought to renegotiate any of the Key Provisions.
For enquiries, please contact:
Jayesh Pankhania +44 (0) 20 7201 7506
Ed Simpkins / Charles O'Brien +44 (0) 20 7251 3801
This information is provided by RNS