ARMS urge shareholders to reject proposed changes of BOD
Wednesday, January 7 2015 - 01:21 AM WIB
LSE-listed mining company Asia Resource Minerals Plc (ARMS) warned that a change in the board of directors (BOD) proposed by its former chairman and major shareholder Samin Tan would create risk and uncertainty to the company?s main asset IDX-listed coal mining firm PT Berau Coal Energy Tbk.
ARMS said in a statement obtained Wednesday that it on December 22 received a requisition from Samin-controlled coking coal producer Borneo Bumi Energy and Metal Pte Ltd, to hold a general shareholders meeting. Borneo owns more than 28 percent stake in ARMS.
According to the ARMS statement, Borneo wants the shareholders meeting to:
? remove Sir Richard Gozney, Amir Sambodo, Hamish Tyrwhitt and any additional Directors appointed during the period commencing on the Requisition Date and ending at the time of the General Meeting from their offices as Directors; and
? appoint each of Kenneth Raymond Allan, Kin Chan, Benjamin Alexander Wiley and Alexander Ramlie as Directors.
ARMS said that a circular with formal notice of the general meeting will be sent to shareholders by 12 January 2015.
Borneo has not yet explained why it wishes to change the ARMS board, including removing the independent Indonesian CEO and the Senior Independent Director. Borneo's notice, combined with this lack of explanation, has already caused unnecessary uncertainty, ARMS said in the statement.
?Borneo's proposed changes would deliver control of the ARMS board to Borneo nominees. This would create an obvious risk that the company's principal asset, 85 percent-owned Berau, would be operated in the interests of financially distressed Borneo and other Samin Tan entities and not all ARMS stakeholders,? it said.
?Furthermore, Borneo's proposed ARMS board changes would add significant uncertainty to the Berau 2015 Notes maturity extension process. The failure of that process would lead to default on the Berau 2015 Notes and possible suspension of trading in ARMS shares and the loss of ARMS's premium listing,? it added.
ARMS explained that in contrast to Borneo's proposed ARMS board, the current ARMS board is independent, has a clear strategy and is best placed to continue to execute that strategy in order to create value for all stakeholders.
ARMS Chairman Bob Kamandanu urged shareholders to reject the Samin Tan proposal.
Editing by Reiner Simanjuntak