Bumi unveils details of planned rights issue, MCB

By Romel S. Gurky

IDX-listed coal giant PT Bumi Resources Tbk is set to soon launch a rights issue as part of previously agreed debt restructuring deal.

The company on Friday issued a statement unveiling new details of the planned rights issue and mandatory convertible bonds (MCB) as follows.

Referring to letter of PT Bumi Resources Tbk (the Company) No.: 161/BR-BOD/IV/17 dated 9 May 2017 regarding the Explanation of PT Bumi Resources Tbk., we wish to furnish further explanation in respect of the previous letter of explanation, as follows:
- Each holder of 100 shares would obtain 78 Series A RIGHTS wherein 1 Series A RIGHT would be entitled to purchase 1 Series B New Share at an Exercise Price of Rp926.16 per share or totaling Rp26,627,821,052,243; and
- Each holder of 100 shares would obtain 25 Series B RIGHTS wherein each 1 Series B RIGHT would be entitled to purchase 1 unit of MCB at an Exercise Price of Rp926.16 or totaling Rp8,457,165,000,000. The MCB would be issued in scrip form.

MCB must be converted into Series B Common Shares (1) at Conversion Price of Rp1,204 in the first year and second year, (2) in third year, conversion price is: (i) Rp926.16 (ii) average share price of the Company for the previous six-month period prior to the first day of the third year, whichever is lower; and (3) in the fourth year, conversion price: (i) Rp926.16 (ii) average share price of the Company for the previous six-month period prior to the first day of 4th year; whichever is lower; (4) in the 5th year, conversion price: (i) Rp926.16 (ii) average share price of the Company for the previous six-month period prior to the first day of the 5th year; whichever is lower;

Since the Company finally decided to issue MCB in scripless form and then held further discussions with KSEI (Indonesia?s Central Securities Depository) in respect of the mechanism of distribution of the Company?s MCB in scripless form, KSEI asked the Company to change the denomination from the initial Rp926.16 to Rp1 per unit of MCB in order to conform to the currenlty available KSEI system.

In order to conform to the above process, the structure of LPO of the Company will be as follows:
- Each holder of 100 shares will obtain 78 Series A RIGHTS wherein each 1 Series A Right is entitled to purchase 1 Series B New Share at an Exercise Price of Rp926.16 per share or totalling Rp26,627,821,052,243; and
- Each holder of 100 shares will obtain 23,089 Series B RIGHTS wherein each 1 Series B RIGHT is entitled to purchase 1 unit of MCB at an Exercise Price of Rp1 at nominal value of Rp1 per unit of MCB or totaling Rp8,457,165,000,000. MCBs will be issued without physical form (?in scripless form?).

MCB must be converted into Series B Common Shares (1) at Conversion Price of Rp1,204 in the first year and second year, (2) in the third year, conversion price: (i) Rp926.16 (ii) average share price of the Company for the previous six-month period prior to the first day of the third year, whichever is lower; and (3) in the fourth year, conversion price: (i) Rp926.16 (ii) average share price of the Company for the previous 6 month-period prior to the first day of 4th year; whichever is lower; (4) in the 5th year, conversion price: (i) Rp926.16 (ii) average share price of the Company for the previous six-month period prior to the first day of the 5th year; whichever is lower.

Editing by Reiner Simanjuntak