Bumi unveils SPA on KPC acquisition

Wednesday, August 13 2003 - 06:21 AM WIB

(Translated from the Indonesian language version as printed in Media Indonesia daily on Wednesday, August 13, 2003)

In order to meet the request made by Capital Market Supervising Agency (Bapepam), through the agency?s Letter No. S-1933/PM/2003 dated August 8, 2003, on Additional Information Disclosure, PT Bumi Resources Tbk, domiciled in Jakarta (henceforth called the ?Company?), herewith gives explanation about its agreements on transactions for the acquisition of shares in Sangatta Holdings and Kalimantan Coal Limited.

This explanation precedes the provision of information on Material Transaction as meant by the Decision Letter of the Chairman of Bapepam, Kep-05/PM/2000 dated March 13, 2000, which was revised with the issuing of Kep-02/PM/2001 dated February 20,2002 on Regulation IX.E.2 on Material Transaction and Change of Main Business Activities (Regulation IX.E.2).

The Company?s explanation is as follows:

1. Transaction of Shares:
On July 16, 2003, the Company and BP International Limited and Pacific Resources Investments Limited (henceforth called ?Sellers?) signed Sales And Purchase Agreement (SPA) on transactions for the acquisition of 100% (hundred percent) of shares in Sangata Holdings Limited and Kalimantan Coal Limited. Sangatta Holdings Limited and Kalimantan Coal Limited (?Shares?). Sangatta Holdings Limited and Kalimantan Coal Limited each hold 50% (fifty percent) shares in PT. Kaltim Prima Coal (KPC).

The Company, its Board of Directors, Commissioners and Shareholders are not related to the Sellers and Sangata Holdings Limited and Kalimantan Coal Limited.

2. Divestment Program:
The Company will follow government policies on KPC share divestment.

3. Price, Payment and Funding:
Shares are priced at US$500,000,000 (five hundred million US dollars), of which the Company already paid US$40,000,000 (forty million US dollars), while the company shall pay the remaining balance by end-October 2003. In case the Company terminates transaction of Shares, the US$40,000,000 shall be returned to the Company.

In order to finance the acquisition of Shares, the Company will obtain loans from foreign creditors, which have expressed commitment to providing funds for the Company. At this point in time, the Company is in talks with them about loan structures and collaterals.

4. Realization of Transaction:
Transactions of Shares, including the transfer of rights to Shares ownership, shall be made by October 2003.

5. Rights to Terminate SPA:
In case the Company fails to fulfill SPA provisions, including its obligation to pay for Shares, Sellers have the right to:
a. terminate SPA; or
b. try their best for the Company to complete transaction of Shares while taking into account its negligence and violation of SPA; or
c. change the date of transaction with Sellers deciding the new date.

6. Requirements of Transaction Realization:
By October 2003, the Company is obliged to complete the payment of Shares and fulfill any requirements in accordance with existing Indonesian laws, including decisions made in the Company?s General Shareholders Meeting in accordance with capital market regulations.

7. Confidentiality:
Based on the agreement on confidentiality reached by the company and Sellers, without prior approval from Sellers, the Company is prohibited from unveiling transactions as stipulated by SPA and any provisions of the agreement.

8. Approval of Shareholders:
In keeping with stipulations of Bapepam Regulation No. IX.E.2 on Material Transaction and Change of Main Business Activities, while taking into account prior approval from Sellers, the Company will unveil any information, in detail, about transaction of Shares to Shareholders, through Circulars and the print media, before the Company?s General Shareholders Meeting which is expected to approve transactions for the acquisition of Shares.

Jakarta, August 13, 2003
PT Bumi Resources Tbk
Board of Directors

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