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Bumi plc  -  ARMS   

Notice of EGM

Released 07:00 29-Jan-2013

RNS Number : 5650W
Bumi plc
29 January 2013
 



 

 

 

 

29 January 2013

For Immediate Release

 

 

Notice of General Meeting

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

 

Bumi plc announces details of a requisitioned General Meeting

The Board unanimously recommends shareholders to VOTE AGAINST all proposed resolutions

Following notice from an investment vehicle holding shares for Nathaniel Rothschild requisitioning a general meeting of the Company (the "General Meeting") to propose the removal of 12 of the 14 current directors and the appointment of new directors, Bumi plc announces the posting of a circular which includes the notice convening the General Meeting.  The circular contains the Bumi plc Board's UNANIMOUS RECOMMENDATION that shareholders VOTE AGAINST all of the proposed resolutions (the "NR Resolutions").

The circular also sets out why the Bumi plc Board strongly believes that the NR Resolutions are not the way forward for the Company and, if passed, will  lead to stalemate, continued shareholder disputes and further value destruction. 

Voting AGAINST the NR Resolutions means the current Board can deliver:

 

ü A separation from the Bakrie Group 

ü The disposal of Bumi Resources ‑ a transaction worth more than $580m including $278m in cash

ü An operating group focused on Berau and with significant cash resources

ü A clear strategy for developing the business

 

The current directors of Bumi not required to resign by the NR Resolutions, Sir Graham Hearne and Steven Shapiro, have informed the Bumi Board that they do not wish to serve on the board proposed by Mr. Rothschild and will resign if the NR Resolutions are passed.

Your Board strongly recommends voting AGAINST the NR Resolutions for the following reasons:

·     Mr. Rothschild's proposed board will be unable to deliver the separation from the Bakrie Group and Bumi Resources, a critical step to allow the Company to move forward

 

·     The Bakrie Group will remain shareholders and has  the right to enforce the Bakrie Relationship Agreement, and if the NR Resolutions are passed  will  sue the Company if it is not complied with 

·     The Board has been significantly restructured and is composed of a substantial number of independent non-executive directors who understand the issues and challenges facing the Company

·     Mr. Rothschild and his supporters will be able to take control of the Company without paying a premium

The key to unlocking shareholder value is to execute the proposed separation of the Company from the Bakrie Group and Bumi Resources.  This proposed transaction is currently valued at more than US$580 million to shareholders through the cancellation of the Bakrie Group's 23.8 per cent holding in the Company; the disposal of Bumi Resources; and the payment to Bumi of US$278 million in cash. These funds can then be reinvested in the Company's 85 per cent controlled subsidiary, Berau, or otherwise deployed to optimise returns to shareholders. 

A significant number of management changes are being made:

·     Nick von Schirnding has been appointed as an independent Chief Executive Officer to replace Nalin Rathod;

·     Eko Budianto, who was previously the director responsible for Berau Coal's mining operations, will replace Rosan Roeslani as President Director of Berau and Berau Coal; and

·     Tony Redman, former Technical Director at Anglo American plc and head of Anglo Coal, has been appointed as consultant technical adviser to the Company.

The Board is also taking significant action to deal with the issues arising out of the Macfarlanes investigation including engaging with Indonesian and UK authorities (including the Indonesian financial services authority, OJK,  and the UK Serious Fraud Office) and investigating all recourse options available to it.

The Board does not believe that Mr. Rothschild's proposed board would be able to investigate the allegations with any greater success than the current Board nor take any more significant action as a result of the conclusions of the investigation than the current Board is taking.

Your directors are determined to effect the separation of the Company from the Bakrie Group and Bumi Resources and move towards restoring shareholder value.  A VOTE AGAINST the NR Resolutions enables this to happen. The alternative put forward by Mr. Rothschild will lead to stalemate, continued shareholder infighting and  value destruction.

The General Meeting will be held at 11.00 a.m. on 21 February 2013 at the  Honourable Artillery Company, Armoury House, City Road, London EC1Y 2BQ.

 

The circular to shareholders, containing the notice of General Meeting, is available for download from http://www.bumi-plc.comand copies are available free of charge from the registered office of the Company. In accordance with Listing Rule 9.6.1, copies of the Circular and proxy form for use at the General Meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do

 

-Ends-

For enquiries, please contact:

 

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
 
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Notice of EGM - RNS