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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
15th Oct 20123:48 pmRNSHolding(s) in Company
11th Oct 20127:00 amPRNStatement re proposal received from Shareholders
24th Sep 20124:19 pmPRNBoard Change
24th Sep 20127:00 amRNSCompany Announcement
31st Aug 20124:40 pmRNSSecond Price Monitoring Extn
31st Aug 20124:35 pmRNSPrice Monitoring Extension
28th Aug 20127:00 amPRNUpdate on Bumi Resources Recapital Investment
9th Aug 20127:53 amPRNHalf-yearly Report
30th Jul 20124:16 pmPRNTrading Update H1 2012
4th Jul 20122:29 pmPRNDirector/PDMR Shareholding
2nd Jul 20127:00 amRNSUpdate on Bumi Resources Recapital investment
14th Jun 20125:48 pmRNSResult of AGM
14th Jun 20121:18 pmPRNAGM Statement
30th May 20124:26 pmRNSDirector/PDMR Shareholding
24th May 20124:50 pmRNSAnnual Information Update
22nd May 20127:55 amRNSBumi plc statement re changes to the board
10th May 20127:00 amRNSQ1 Interim Management Statement
3rd May 20127:29 amRNSBoard changes at BRMS and PT Berau
30th Apr 20124:57 pmRNSAnnual Report and Accounts and Notice of AGM
4th Apr 20126:15 pmRNSDirector/PDMR Shareholding
27th Mar 20127:08 amRNSBumi plc Full Year Results
13th Mar 20127:00 amRNSPreliminary results for the year ended 31 December
9th Mar 20127:00 amRNSBond Issue
14th Feb 201212:13 pmRNSWithdrawal of request for general meeting
3rd Feb 20121:36 pmRNSRequisition of General Meeting
24th Jan 20123:20 pmRNSHolding(s) in Company
30th Dec 201110:16 amRNSStatement re Shareholder Transaction
8th Dec 20117:00 amRNSBUMI PLC ANNOUNCES ENTRY TO FTSE 250 INDEX
17th Nov 20115:13 pmRNSDirector/PDMR Shareholding
17th Nov 20117:00 amRNSBumi plc Q3 Interim Management Statement
1st Nov 20119:39 amRNSUpdate on Shareholder Credit Facility
31st Oct 20111:50 pmRNSTotal Voting Rights
17th Oct 20117:03 amRNSAnnouncement regarding BRM Proposal
5th Oct 20117:06 amRNSUpdate on Shareholder Credit Facility
30th Sep 20114:39 pmRNSExchange of Founder shares
27th Sep 201112:49 pmRNSInvestor day
21st Sep 20114:10 pmRNSDirector/PDMR Shareholding
21st Sep 20114:10 pmRNSDirector/PDMR Shareholding
19th Sep 20117:00 amRNSAmendment to terms of BRM Transaction
31st Aug 20117:00 amRNSUpdate re Bumi Resources Step-Up Acquisition
18th Aug 20114:25 pmRNSDirector/PDMR Shareholding
17th Aug 20117:00 amRNSHalf Year Results
3rd Aug 20111:01 pmRNSHalf Year Results
29th Jul 20112:31 pmRNSTotal Voting Rights
28th Jul 20117:00 amRNSUpdate on Step-up Acquisition
18th Jul 20117:00 amRNSStep-Up Acquisitions and Share Matching Awards
15th Jul 20117:00 amRNSBumi Resources Step-Up Acquisitions
8th Jul 20114:33 pmRNSDirector Declaration
8th Jul 201110:11 amRNSBumi Plc - Holding in Company
8th Jul 201110:05 amRNSBumi Plc - Holding in Company

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