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10 Jul 2015 15:35
10 July 2015
For Immediate Release
Asia Resource Minerals plc ("ARMS" or the "Company")
Restructuring Support Agreement
On 8 July 2015, a restructuring support agreement was entered into between the Company, PT Berau Coal Energy Tbk ("Berau"), Berau Capital Resources Pte. Ltd ("Berau Capital"), Asia Coal Energy Ventures Limited ("ACE"), holders of approximately 24% in aggregate principal amount of the 2017 Notes (as defined below) and holders of approximately 28% in aggregate principal amount of the 2015 Notes (as defined below) (the "Restructuring Support Agreement"). A copy of the Restructuring Support Agreement is available at http://www.asiarmplc.com. Capitalized terms used in this announcement bear the meaning given to them in the Restructuring Support Agreement.
Berau Capital is a subsidiary of the Company and the issuer of the US$450 million 12.5 per cent. guaranteed senior secured notes due 8 July 2015 which are guaranteed by, amongst others, Berau and certain other subsidiaries of the Company (the "2015 Notes"). Berau is the issuer of the US$500 million 7.25 per cent. guaranteed senior secured notes due 13 March 2017 which are guaranteed by certain subsidiaries of the Company (the "2017 Notes").
Under the terms of the Restructuring Support Agreement, among other things:
· the Company, Berau and Berau Capital have undertaken to progress the restructuring of the 2015 Notes and the 2017 Notes in accordance with the terms set out in the Restructuring Support Agreement;
· each Consenting Creditor has undertaken to refrain from taking any Enforcement Action and has agreed to provide reasonable support and assistance to Berau and ACE to prevent the occurrence of an Insolvency Event in respect of Berau or any of its subsidiaries; and
· ACE has undertaken to provide reasonable support and assistance to Berau and the Consenting Creditors to prevent the occurrence of an Insolvency Event in respect of Berau or any of its subsidiaries.
Each holder of 2015 Notes and/or 2017 Notes that accedes to the Restructuring Support Agreement as an Additional Consenting Creditor prior to 17 july 2015 (11.59 p.m. United States Eastern Standard Time) will be eligible to receive:
· a Consent Fee in an amount equal to 0.2% of the aggregate principal amount of the Supporting Notes held by such Additional Consenting Creditor at the Calculation Date; and
· an additional consent fee in an amount equal to 0.1% of the aggregate principal amount of the Supporting Notes held by such Additional Consenting Creditor at the Calculation Date.
Copies of relevant notices disseminated by Berau to the holders of the 2015 Notes and 2017 Notes are appended to this announcement.
Further announcements will be made in due course as appropriate.
- ENDS-
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 |
Appendix I
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE THE TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER.
Notice To Noteholders
Berau Capital Resources Pte. Ltd. (the "Issuer")
PT Berau Coal Energy Tbk (the "Company")
relating to the
US$450 million 12.5% Guaranteed Secured Notes
due 8 July 2015
issued by the Issuer and
guaranteed by, inter alia, the Company
(the "2015 Notes")
CUSIP Number: 083518 AA8 ISIN: US083518AA82 Common Code: 052401658 | CUSIP Number: Y1004W AA4 ISIN: USY1004WAA46 Common Code: 052401267 |
Dear Noteholders,
We write in connection with the 2015 Notes described above. As you may be aware, a restructuring support agreement was entered into on 8 July 2015 between (among others), the Issuer, the Company and certain holders of approximately 28% in aggregate principal amount of the 2015 Notes (the "Restructuring Support Agreement"). A copy of the Restructuring Support Agreement is available at http://www.asiarmplc.com. Unless the context otherwise requires, capitalized terms herein shall bear the meaning given to them in the Restructuring Support Agreement.
The Restructuring Support Agreement provides that only holders of the 2015 Notes that became Consenting Creditors by 8 July 2015 are eligible to receive an early bird fee in an amount equal to 0.2% of the aggregate principal amount of the Supporting Notes held by such Consenting Creditor at the Calculation Date.
Notwithstanding the foregoing, the Company is pleased to announce that all holders of 2015 Notes who become Consenting Creditors in accordance with the provisions of the Restructuring Support Agreement by 17 July 2015 (11.59 p.m. United States EasterN Standard Time) will be eligible to receive an additional consent fee in an amount equal to 0.1% of the aggregate principal amount of the Supporting Notes held by such Consenting Creditor at the Calculation Date (the "Second Wave Consent Fee"), in the manner and at the time contemplated by the Restructuring Support Agreement with respect to the Additional Consent Fee. For the avoidance of doubt, the Second Wave Consent Fee shall be in addition to the Consent Fee of 0.2% of the aggregate principal amount of the Supporting Notes held by the relevant Consenting Creditor at the Calculation Date, which shall be payable to all Consenting Creditors.
Any holder of 2015 Notes who wishes to receive the Second Wave Consent Fee (in addition to the Consent Fee) should deliver a properly completed and executed Accession Deed (the form of which is set out in Schedule 3 of the Restructuring Support Agreement) by electronic mail to the Company at the following email addresses as soon as possible but in any event, by no later than 17 July 2015 (11.59 p.m. 17 July 2015 (11.59 p.m. United States EasterN Standard Time):
Paul FenbyPaul.Fenby@asiarmplc.com
with a copy to:
Bertie MehiganBertie.Mehigan@ashurst.com
Darinne KoDarinne.Ko@ashurst.com
For the avoidance of doubt, Initial Consenting Creditors are eligible to receive the Additional Consent Fee but are not eligible to receive the Second Wave Consent Fee. In addition, the offer contained in this notice is subject to the full terms and conditions of the Restructuring Support Agreement which can be reviewed at the website identified above.
Any other requests for information from the Company can be directed to the Company, Ashurst LLP, Kirkland & Ellis and/or Moelis & Company at the following contact details:
Company
Paul FenbyPaul.Fenby@asiarmplc.com
Ashurst LLP
Bertie MehiganBertie.Mehigan@ashurst.com
Darinne KoDarinne.Ko@ashurst.com
Advisors to the ad hoc committee of Noteholders
Kirkland & Ellis LLP
Damien ColesDamien.Coles@kirkland.com
Louise CoffeyLouise.Coffey@kirkland.com
Moelis & Company
Bert GriselBert.Grisel@moelis.com
Chris LiuChris.Liu@moelis.com
Terrence ChanTerrence.Chan@moelis.com
In accordance with normal practice, none of the Trustee or any of its officers, employees or affiliates expresses any opinion on the information set out in this letter. Noteholders who are unsure about the impact of such information should seek their own independent financial, legal and taxation advice.
Nothing in this notice shall be deemed to be, a solicitation of votes within the meaning of the U.S. Bankruptcy Code or otherwise and, for the avoidance of doubt, the acceptance of the offer contained in this notice by any holder of the 2015 Notes shall not constitute an acceptance of a chapter 15 filing or any plan of reorganization pursuant to any solicitation of votes within the meaning of the U.S. Bankruptcy Code or otherwise.
Jakarta, 10 July 2015
Appendix II
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE THE TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER.
Notice To Noteholders
PT Berau Coal Energy Tbk (the "Company")
relating to the
US$500 million 7.25% Guaranteed Secured Notes
due 13 March 2017
issued by the Company
(the "2017 Notes")
CUSIP Number: 69369L AA1 ISIN: US69369L AA17 Common Code: 075260903 | CUSIP Number: Y711AQ AA4 ISIN: USY711AQ AA43 Common Code: 075260890 |
Dear Noteholders,
We write in connection with the 2017 Notes described above. As you may be aware, a restructuring support agreement was entered into on 8 July 2015 between (among others), the Issuer, the Company and certain holders of approximately 24% in aggregate principal amount of the 2017 Notes (the "Restructuring Support Agreement"). A copy of the Restructuring Support Agreement is available at http://www.asiarmplc.com. Unless the context otherwise requires, capitalized terms herein shall bear the meaning given to them in the Restructuring Support Agreement.
The Restructuring Support Agreement provides that only holders of the 2017 Notes that became Consenting Creditors by 8 July 2015 are eligible to receive an early bird fee in an amount equal to 0.2% of the aggregate principal amount of the Supporting Notes held by such Consenting Creditor at the Calculation Date.
Notwithstanding the foregoing, the Company is pleased to announce that all holders of 2017 Notes who become Consenting Creditors in accordance with the provisions of the Restructuring Support Agreement by 17 July 2015 (11.59 p.m. United States EasterN Standard Time) will be eligible to receive an additional consent fee in an amount equal to 0.1% of the aggregate principal amount of the Supporting Notes held by such Consenting Creditor at the Calculation Date (the "Second Wave Consent Fee"), in the manner and at the time contemplated by the Restructuring Support Agreement with respect to the Additional Consent Fee. For the avoidance of doubt, the Second Wave Consent Fee shall be in addition to the Consent Fee of 0.2% of the aggregate principal amount of the Supporting Notes held by the relevant Consenting Creditor at the Calculation Date, which shall be payable to all Consenting Creditors.
Any holder of 2017 Notes who wishes to receive the Second Wave Consent Fee (in addition to the Consent Fee) should deliver a properly completed and executed Accession Deed (the form of which is set out in Schedule 3 of the Restructuring Support Agreement) by electronic mail to the Company at the following email addresses as soon as possible but in any event, by no later than 17 July 2015 (11.59 p.m. 17 July 2015 (11.59 p.m. United States EasterN Standard Time):
Paul FenbyPaul.Fenby@asiarmplc.com
with a copy to:
Bertie MehiganBertie.Mehigan@ashurst.com
Darinne KoDarinne.Ko@ashurst.com
For the avoidance of doubt, Initial Consenting Creditors are eligible to receive the Additional Consent Fee but are not eligible to receive the Second Wave Consent Fee. In addition, the offer contained in this notice is subject to the full terms and conditions of the Restructuring Support Agreement which can be reviewed at the website identified above.
Any other requests for information from the Company can be directed to the Company, Ashurst LLP, Kirkland & Ellis and/or Moelis & Company at the following contact details:
Company
Paul FenbyPaul.Fenby@asiarmplc.com
Ashurst LLP
Bertie MehiganBertie.Mehigan@ashurst.com
Darinne KoDarinne.Ko@ashurst.com
Advisors to the ad hoc committee of Noteholders
Kirkland & Ellis LLP
Damien ColesDamien.Coles@kirkland.com
Louise CoffeyLouise.Coffey@kirkland.com
Moelis & Company
Bert GriselBert.Grisel@moelis.com
Chris LiuChris.Liu@moelis.com
Terrence ChanTerrence.Chan@moelis.com
In accordance with normal practice, none of the Trustee or any of its officers, employees or affiliates expresses any opinion on the information set out in this letter. Noteholders who are unsure about the impact of such information should seek their own independent financial, legal and taxation advice.
Nothing in this notice shall be deemed to be, a solicitation of votes within the meaning of the U.S. Bankruptcy Code or otherwise, and, for the avoidance of doubt, the acceptance of the offer contained in this notice by any holder of the 2017 Notes shall not constitute an acceptance of a chapter 15 filing or any plan of reorganization pursuant to any solicitation of votes within the meaning of the U.S. Bankruptcy Code or otherwise.
Jakarta, 10 July 2015
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