On 10 June 2011, Vallar Limited (then Vallar PLC) (“Vallar”) announced a major re-organisation through the transfer of 75 per cent. (on a fully diluted basis) of PT Bumi Resources Minerals Tbk (“BRM”) from PT Bumi Resources Tbk (“Bumi Resources”) to Vallar (the “BRM Proposal”). The consideration for the BRM Proposal will be in the form of convertible bonds (the “Convertible Bonds”), to be issued to Bumi Resources.
Amended Terms
In light of the recent difficult conditions in global equity markets and the consequent impact on the Bumi share price, Bumi has agreed to amend the terms of the BRM Proposal. Under the amended terms entered into today:
the principal value of the Convertible Bonds to be issued by Bumi to Bumi Resources in
consideration will be approximately US$2.007 billion (rather than approximately US$2.070
billion);
the Exchange Price (i.e. the price at which the Convertible Bonds may be converted into Bumi
Shares) will be £11.80 (rather than £15.8841). The revised price of £11.80 represents a 22.0 per
cent. premium to the thirty day average price of a Bumi Voting Ordinary Share for the period to
16 September 2011;
the maximum number of Bumi Shares into which the Convertible Bonds will convert at the initial
Exchange Price will be approximately 108 million (rather than approximately 79 million); and
the longstop date for satisfaction of the conditions to closing of the BRM Proposal has been
changed to 31 December 2011 from 30 September 2011.
Bumi and Bumi Resources intend to structure the transaction so that existing Bumi shareholders with a specified minimum holding in Bumi will be given the opportunity to purchase a substantial portion of the Convertible Bonds, pro rata to their shareholdings in Bumi. Further details of such arrangements (including of the shareholders who will be permitted to participate) will be contained in the shareholder circular relating to the BRM Proposal which will be published by Bumi in due course.
The terms of the BRM Proposal are otherwise unchanged. The maturity of the Convertible Bonds is five years and six months from the issue date, and the interest is 2 per cent per annum.
In light of the recent difficult conditions in global equity markets and the consequent impact on the Bumi share price, Bumi has agreed to amend the terms of the BRM Proposal. Under the amended terms entered into today:
the principal value of the Convertible Bonds to be issued by Bumi to Bumi Resources in
consideration will be approximately US$2.007 billion (rather than approximately US$2.070
billion);
the Exchange Price (i.e. the price at which the Convertible Bonds may be converted into Bumi
Shares) will be £11.80 (rather than £15.8841). The revised price of £11.80 represents a 22.0 per
cent. premium to the thirty day average price of a Bumi Voting Ordinary Share for the period to
16 September 2011;
the maximum number of Bumi Shares into which the Convertible Bonds will convert at the initial
Exchange Price will be approximately 108 million (rather than approximately 79 million); and
the longstop date for satisfaction of the conditions to closing of the BRM Proposal has been
changed to 31 December 2011 from 30 September 2011.
Bumi and Bumi Resources intend to structure the transaction so that existing Bumi shareholders with a specified minimum holding in Bumi will be given the opportunity to purchase a substantial portion of the Convertible Bonds, pro rata to their shareholdings in Bumi. Further details of such arrangements (including of the shareholders who will be permitted to participate) will be contained in the shareholder circular relating to the BRM Proposal which will be published by Bumi in due course.
The terms of the BRM Proposal are otherwise unchanged. The maturity of the Convertible Bonds is five years and six months from the issue date, and the interest is 2 per cent per annum.