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Update on Separation

13 Dec 2013 16:23

RNS Number : 5504V
Bumi plc
13 December 2013
 



 

 

 

13 December 2013

For Immediate Release

 

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

 

Update on the Separation

 

Capitalised terms have the meanings given to them in the circular published on 7 November 2013 (the "Circular"), unless otherwise indicated.

 

Bumi today announces the outcome of recent discussions on strategy and governance between the Company and Nat Rothschild, a significant shareholder in the Company.

 

Mr Rothschild has indicated a wish to support the Separation and enter into a relationship agreement with the Company following Completion (the "NR RA") which would grant Mr Rothschild the right to nominate an independent director for appointment to the Board. The suitability of any independent director nominated in accordance with the NR RA would be evaluated by the Company's nomination committee with particular reference to the UK Corporate Governance Code. The existing independent committee of the Board believes that subject to his shareholding being above 15% this would be appropriate and it intends to progress this as soon as is practically possible. The NR RA will require shareholder approval which is intended to be sought at a general meeting convened for that purpose after the Separation. The Company understands that Mr. Rothschild and Mr. Tan have reached agreement that if: (i) the Separation is completed; and (ii) the NR RA is put to a vote of the Company's shareholders, then Mr. Tan will take such action as he is able to, to procure that RACL and Borneo Bumi Energi vote their interests in the Company in favour of the NR RA.

 

In the context of the above, Mr Rothschild has confirmed to the Company that he and his affiliates/nominees will vote in favour of the resolutions numbered 1, 4 and 5 being put to Shareholders on 17 December 2013 and has acknowledged that he and his concert parties will not be entitled to vote on the resolutions numbered 2 and 3 in accordance with the UK Takeover Code because of the link between Mr Rothschild's support of the Separation and the NR RA. In addition, Mr Rothschild and various connected parties have also agreed not further to pursue claims made in an unfair prejudice petition.

 

Documentation relating to the agreements described above, including the NR RA, will be put on display shortly on the Company's website www.bumi-plc.com.

 

Nick von Schirnding, the Company's Chief Executive, commented: "I am very pleased that Nat Rothschild, a founder shareholder, has chosen to support the separation. Nat is a major investor in the Company and we look forward to working with his nominated independent director. This agreement will help us to deliver a value-accretive transaction which is in the best interests of all shareholders. We all accept that a strong independent board is the best way to deliver shareholder value."

 

Mr Rothschild said, "My first priority, as before, will be to protect the interests of Bumi PLC's independent shareholders. With that in mind, the best way I can currently influence the Company is to nominate a director to what will be an independent board dedicated to realising value. I have had full, constructive discussions with Samin Tan and Nick von Schirnding and we are united on the need to deliver value for all."

-ENDS-

 

For enquiries, please contact:

 

Bumi plc

Sean Wade

+44 (0) 20 7201 7511

 

RLM Finsbury

Ed Simpkins / Charles O'Brien

+44 (0) 20 7251 3801

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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