Rothschild to underwrite $100m equity injection into Berau?s holding company

By Ruli Setiawan

London-listed Asia Resource Minerals plc (ARMS) announced on Monday that it has entered into Heads of Terms (HoT) with NR Holdings (NRH), a trust of which Nathaniel Rothschild is the principal beneficiary, under which NRH has agreed, subject to certain conditions, to underwrite a US$100 million equity issue as part of the planned recapitalisation of the ARMS group.

The board of ARMS will now engage actively with the holders of both PT Berau Coal Energy's $450 million notes due July 2015 and $500 million notes due July 2017 (the noteholders) to agree terms of a note maturity extension in the context of this proposed equity injection (the noteholder transaction) as soon as possible to secure a transaction which will create a more stable capital structure for the benefit of all stakeholders.

The key terms of the HoT include:
- The issue price under the equity issue is to be 25 pence per share, representing a 79% premium to the closing price of 14.0 pence on 6 February;
- The equity issue will be conditional upon, amongst other things, shareholder approval and the noteholder transaction; and
- NRH has agreed to inject the full $100 million on these terms but the offer is planned to be structured to allow shareholders to participate on the same basis if they so wish.

If other shareholders do not take up their entitlements in full, then Nat Rothschild's beneficial ownership interest in the company would increase. In view of this, the company will enter into a new relationship agreement with Nat Rothschild and NRH, and will seek a whitewash from its shareholders pursuant to the Takeover Code, to allow for the possibility that NRH's resultant interest may exceed 30%.

Wal King, Chairman of ARMS said, "The Company is now in a position to negotiate an appropriate solution to the Berau notes due in 2015 and 2017 to create a more stable capital structure for the benefit of all stakeholders. The Company intends to engage with noteholders as soon as possible to secure a transaction while the offer of new equity is on the table."

ARMS is the 75 percent owner of Berau Coal.

Editing by Johannes Simbolon