Less Ads, More Data, More Tools Register for FREE

Pin to quick picksARMS.L Regulatory News (ARMS)

  • There is currently no data for ARMS

Announcement

7 Jan 2013 16:18

BUMI PLC - Announcement

BUMI PLC - Announcement

PR Newswire

London, January 7

Bumi plc ("Bumi" or the "Company")

7 January 2013For Immediate Release Announcement

Bumi notes the statement today from NR Investments Limited ("NRI"), a vehiclecontrolled by Nat Rothschild, and confirms that it has received a letter fromNRI to requisition a general meeting of the Company to remove 12 of the 14current directors and appoint new directors.

A holder of 5% or more of the voting shares of the Company has the right torequisition such a meeting. NRI itself is not a member of the Company, and sodoes not itself have this right. However, the Company will facilitate a meetingto propose the director appointment and removal resolutions to take placeduring February 2013. This will offer shareholders a clear choice. A circularto shareholders will be sent to them ahead of that time.

In its statement today, NRI makes a number of claims with respect to the boardof the Company (the "Board"), its current actions and near term strategy.

The Board is absolutely committed to resolving all corporate governance issuesat the Company and effecting a separation from PT Bumi Resources Tbk ("BumiResources") and the Bakrie Group (the "Proposed Separation Transaction").

The Board also makes the following points:

* The Board has taken extremely seriously the allegations raised by the material received and the findings to date of the investigation being carried out by Macfarlanes LLP. The situation involves multiple jurisdictions including Indonesia and is complicated particularly by the fact that much of the material appears to have been obtained by illegal email hacking. This means it is therefore likely to be inadmissible in an Indonesian court as well as raising other significant legal issues. The Board will make a considered decision on seeking recoveries based on careful evaluation of the associated costs and risks with a view to maximising shareholder value * The Board has already noted the statement by the UK Panel on Takeovers and Mergers (the "Panel") regarding the existence of a concert party between the Bakrie Group and PT Bukit Mutiara and has accepted its conclusion and resulting action. Nat Rothschild also accepted the Panel's rulings. The Board notes that the next stage of the Panel investigation will be to establish any culpability and appropriate disciplinary action, which the Board assumes will include a focus on Vallar plc's principal adviser at that time, Vallar Advisers LP, which was led by Nat Rothschild * The structure of the Board has already changed materially in the last 4 months * + Nat Rothschild, Ari Hudaya, Rosan Roeslani and Indra Bakrie have already left the Board + Nick von Schirnding has been appointed as director and CEO, replacing Nalin Rathod + The Board now comprises 14 directors, 9 of whom are Independent. Following the Proposed Separation Transaction and associated cancellation of the relationship agreement between the Company and the Bakrie Group, the Company will undertake a further restructuring of the Board to make it the appropriate size and shape, including the removal of Nalin Rathod, the remaining Bakrie representative * The Board has taken action to improve operational performance at PT Berau Coal Energy Tbk ("Berau") including focusing on cost saving initiatives, a major review of its capex programme and driving production growth of 10% in 2013 * Nat Rothschild must take a significant amount of responsibility for the situation in which the Company finds itself. He was instrumental in identifying the targets and creating the structure of the original acquisition by Vallar Plc of its stakes in Bumi Resources and Berau and it was Nat Rothschild's entity, Vallar Advisers LP, which acted as the principal adviser on that transaction * + As a result of the transaction, Nat Rothschild received shares equal to approximately 6% of the Company's issued share capital, which at the time of issue were worth more than £100 million, and Vallar Advisers LP also received fees + Nat Rothschild served as a non–executive director of Vallar from its IPO in July 2010 to February 2011, as Co–Chairman of Vallar/Bumi from February 2011 to March 2012 and as a non–executive director of Bumi from March 2012 to October 2012 + Nat Rothschild's ongoing actions with regard to the Company are serving only to distract and delay the Board and management further from executing its plan to address the Company's issues and maximise shareholder value

In response to NRI's statement, Sir Julian Horn-Smith, Senior IndependentDirector of the Company, said the following:

"As a board we have been working extremely hard to solve the various highlycomplicated and challenging governance, operational and legal issues at theCompany and to maximise value for shareholders. All of these issuesessentially derive from the original deal that Nat Rothschild was instrumentalin putting together. The Company is moving ahead with its investigation intoevidence of financial irregularities at Bumi Resources and Berau whileoverseeing a focus on improved operational and financial management, asevidenced by this morning's trading update. The Board is also progressing itsproposal to unwind the relationship with Bumi Resources and the Bakrie Group ina transaction that will result in an operating group focused on Berau and withsignificant cash resources.

Nat Rothschild's time as a director of Bumi was characterised by taking highlyconfrontational positions that proved counterproductive to addressing theCompany's issues and we cannot see how re-instating him to the Board will bebeneficial to shareholders."

Nick von Schirnding, CEO, commented, "The calling of this general meeting willoffer shareholders a clear choice between the Board and its strategy ofseparation from the Bakrie Group, approved unanimously by the independentdirectors, and Nat Rothschild and his associates."

For enquiries, please contact:

Finsbury (Ed Simpkins): +44 (0) 20 7251 3801 (t)

+44 (0) 7947 740551 (m)

Date   Source Headline
22nd Apr 20137:30 amRNSTemporary Suspension - Bumi Plc
22nd Apr 20137:04 amRNSBumi plc requests temporary share suspension
16th Apr 20133:37 pmRNSBumi plc commences search for new CFO
12th Apr 201312:49 pmRNSUpdate on Balance Sheet Review
11th Apr 20133:23 pmRNSBumi plc
19th Mar 20131:57 pmRNSBumi plc defers Full Year results
8th Mar 20139:41 amRNSBoard Changes at Subsidiary and Investment
4th Mar 20137:00 amRNSStatement re: Board Changes
27th Feb 201312:39 pmRNSStatement re Board Changes
22nd Feb 20132:29 pmRNSStatement re Board Changes
20th Feb 20133:13 pmRNSHolding(s) in Company
20th Feb 20131:51 pmRNSTR1 correction
20th Feb 201312:47 pmRNSHolding(s) in Company
20th Feb 201312:43 pmRNSHolding(s) in Company
20th Feb 201312:29 pmRNSHolding(s) in Company
19th Feb 20134:09 pmRNSBumi plc - Ruling of the Hearings Committee
18th Feb 20138:34 amRNSStatement by the Recapital Group
18th Feb 20137:30 amRNSStatement by the Recapital Group re Bumi plc
15th Feb 20135:51 pmRNSHolding(s) in Company
13th Feb 20135:14 pmRNSHolding(s) in Company
12th Feb 20134:53 pmRNSBakrie separation agreement - update
12th Feb 20137:00 amRNSQ4 2012 Interim Management Statement
11th Feb 20134:31 pmRNSHolding(s) in Company
6th Feb 20138:28 amRNSStatement re NR letter to shareholders
4th Feb 20137:00 amRNSStatement by Senior Independent Director
29th Jan 20137:00 amRNSNotice of EGM
29th Jan 20137:00 amRNSBumi strengthens operational management
25th Jan 20134:08 pmRNSBumi plc announcement
22nd Jan 201312:23 pmRNSBumi plc announcement
22nd Jan 20137:20 amRNSStatement re Investigation
15th Jan 20134:00 pmPRNHolding(s) in Company
7th Jan 20134:18 pmPRNAnnouncement
7th Jan 20137:00 amPRNTrading Update
31st Dec 20127:00 amRNSBoard Change
19th Dec 201212:38 pmRNSBumi plc Announcement
19th Dec 201212:01 pmRNSBumi Plc Concert Party Rulings
12th Dec 20123:05 pmPRNCorrection: Update Announcement
12th Dec 20122:41 pmPRNUpdate Announcement
10th Dec 20124:03 pmPRNLetter from NR Investments
7th Dec 201211:22 amPRNResignation of Director
9th Nov 20122:35 pmPRNStatement re PT Bumi Resources Investigation
5th Nov 20127:00 amPRNStatement re Accounting reclassification
5th Nov 20127:00 amPRNStatement re NR Investments Letter
2nd Nov 201212:42 pmPRNStatement re movement in share price
2nd Nov 20127:00 amRNSAppointment Rothschild Group as Financial Adviser
31st Oct 20124:47 pmRNSDirector/PDMR Shareholding
31st Oct 20127:00 amPRNIMS Production Report for Q3 2012
17th Oct 20122:27 pmPRNStatement re Long haul Holdings Proposals
15th Oct 20126:43 pmPRNStatement re board change
15th Oct 20123:53 pmRNSHolding(s) in Company

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.