Bumi agrees to hold general meeting

By Peni Pedriawan

Coal mining firm Bumi has agreed to hold a general meeting in February, which would decide on the fate of a majority of its board members amid lingering dispute between the Bakrie family and Nathaniel Rothschild, the founders of the company.

Bumi confirmed in a statement that it has received a letter from NR Investments, a vehicle controlled by Rothschild, to requisition a general meeting of Bumi to remove 12 of its 14 directors.

Rothschild, who quit last year amid row with the Bakries, had demanded the vote in an attempt to return to the board of Bumi, which owns stake in key Bakrie assets.

The following is the complete version of the Bumi press release obtained by Petromindo.com Wednesday.

Bumi notes the statement today from NR Investments Limited ("NRI"), a vehicle controlled by Nat Rothschild, and confirms that it has received a letter from NRI to requisition a general meeting of the Company to remove 12 of the 14 current directors and appoint new directors.

A holder of 5% or more of the voting shares of the Company has the right to requisition such a meeting. NRI itself is not a member of the Company, and so does not itself have this right. However, the Company will facilitate a meeting to propose the director appointment and removal resolutions to take place during February 2013. This will offer shareholders a clear choice. A circular to shareholders will be sent to them ahead of that time.

In its statement today, NRI makes a number of claims with respect to the board of the Company (the "Board"), its current actions and near term strategy.

The Board is absolutely committed to resolving all corporate governance issues at the Company and effecting a separation from PT Bumi Resources Tbk ("Bumi Resources") and the Bakrie Group (the "Proposed Separation Transaction").

The Board also makes the following points:

* The Board has taken extremely seriously the allegations raised by the material received and the findings to date of the investigation being carried out by Macfarlanes LLP. The situation involves multiple jurisdictions including Indonesia and is complicated particularly by the fact that much of the material appears to have been obtained by illegal email hacking. This means it is therefore likely to be inadmissible in an Indonesian court as well as raising other significant legal issues. The Board will make a considered decision on seeking recoveries based on careful evaluation of the associated costs and risks with a view to maximising shareholder value
* The Board has already noted the statement by the UK Panel on Takeovers and Mergers (the "Panel") regarding the existence of a concert party between the Bakrie Group and PT Bukit Mutiara and has accepted its conclusion and resulting action. Nat Rothschild also accepted the Panel's rulings. The Board notes that the next stage of the Panel investigation will be to establish any culpability and appropriate disciplinary action, which the Board assumes will include a focus on Vallar plc's principal adviser at that time, Vallar Advisers LP, which was led by Nat Rothschild
* The structure of the Board has already changed materially in the last 4 months
+ Nat Rothschild, Ari Hudaya, Rosan Roeslani and Indra Bakrie have already left the Board
+ Nick von Schirnding has been appointed as director and CEO, replacing Nalin Rathod
+ The Board now comprises 14 directors, 9 of whom are Independent. Following the Proposed Separation Transaction and associated cancellation of the relationship agreement between the Company and the Bakrie Group, the Company will undertake a further restructuring of the Board to make it the appropriate size and shape, including the removal of Nalin Rathod, the remaining Bakrie representative

The Board has taken action to improve operational performance at PT Berau Coal Energy Tbk ("Berau") including focusing on cost saving initiatives, a major review of its capex programme and driving production growth of 10% in 2013
* Nat Rothschild must take a significant amount of responsibility for the situation in which the Company finds itself. He was instrumental in identifying the targets and creating the structure of the original acquisition by Vallar Plc of its stakes in Bumi Resources and Berau and it was Nat Rothschild's entity, Vallar Advisers LP, which acted as the principal adviser on that transaction
+ As a result of the transaction, Nat Rothschild received shares equal to approximately 6% of the Company's issued share capital, which at the time of issue were worth more than ?100 million, and Vallar Advisers LP also received fees
+ Nat Rothschild served as a non?executive director of Vallar from its IPO in July 2010 to February 2011, as Co?Chairman of Vallar/Bumi from February 2011 to March 2012 and as a non?executive director of Bumi from March 2012 to October 2012
+ Nat Rothschild's ongoing actions with regard to the Company are serving only to distract and delay the Board and management further from executing its plan to address the Company's issues and maximise shareholder value

In response to NRI's statement, Sir Julian Horn-Smith, Senior Independent Director of the Company, said the following:

"As a board we have been working extremely hard to solve the various highly complicated and challenging governance, operational and legal issues at the Company and to maximise value for shareholders. All of these issues essentially derive from the original deal that Nat Rothschild was instrumental in putting together. The Company is moving ahead with its investigation into evidence of financial irregularities at Bumi Resources and Berau while overseeing a focus on improved operational and financial management, as evidenced by this morning's trading update. The Board is also progressing its proposal to unwind the relationship with Bumi Resources and the Bakrie Group in a transaction that will result in an operating group focused on Berau and with significant cash resources.

Nat Rothschild's time as a director of Bumi was characterised by taking highly confrontational positions that proved counterproductive to addressing the Company's issues and we cannot see how re-instating him to the Board will be beneficial to shareholders."

Nick von Schirnding, CEO, commented, "The calling of this general meeting will offer shareholders a clear choice between the Board and its strategy of separation from the Bakrie Group, approved unanimously by the independent directors, and Nat Rothschild and his associates."

Editing by Reiner Simanjuntak