TIDMARMS
RNS Number : 7856S
Asia Resource Minerals PLC
10 July 2015
10 July 2015
For Immediate Release
Asia Resource Minerals plc ("ARMS" or the "Company")
Restructuring Support Agreement
On 8 July 2015, a restructuring support agreement was entered
into between the Company, PT Berau Coal Energy Tbk ("Berau"), Berau
Capital Resources Pte. Ltd ("Berau Capital"), Asia Coal Energy
Ventures Limited ("ACE"), holders of approximately 24% in aggregate
principal amount of the 2017 Notes (as defined below) and holders
of approximately 28% in aggregate principal amount of the 2015
Notes (as defined below) (the "Restructuring Support Agreement"). A
copy of the Restructuring Support Agreement is available at
http://www.asiarmplc.com. Capitalized terms used in this
announcement bear the meaning given to them in the Restructuring
Support Agreement.
Berau Capital is a subsidiary of the Company and the issuer of
the US$450 million 12.5 per cent. guaranteed senior secured notes
due 8 July 2015 which are guaranteed by, amongst others, Berau and
certain other subsidiaries of the Company (the "2015 Notes"). Berau
is the issuer of the US$500 million 7.25 per cent. guaranteed
senior secured notes due 13 March 2017 which are guaranteed by
certain subsidiaries of the Company (the "2017 Notes").
Under the terms of the Restructuring Support Agreement, among
other things:
-- the Company, Berau and Berau Capital have undertaken to
progress the restructuring of the 2015 Notes and the 2017 Notes in
accordance with the terms set out in the Restructuring Support
Agreement;
-- each Consenting Creditor has undertaken to refrain from
taking any Enforcement Action and has agreed to provide reasonable
support and assistance to Berau and ACE to prevent the occurrence
of an Insolvency Event in respect of Berau or any of its
subsidiaries; and
-- ACE has undertaken to provide reasonable support and
assistance to Berau and the Consenting Creditors to prevent the
occurrence of an Insolvency Event in respect of Berau or any of its
subsidiaries.
Each holder of 2015 Notes and/or 2017 Notes that accedes to the
Restructuring Support Agreement as an Additional Consenting
Creditor prior to 17 july 2015 (11.59 p.m. United States Eastern
Standard Time) will be eligible to receive:
-- a Consent Fee in an amount equal to 0.2% of the aggregate
principal amount of the Supporting Notes held by such Additional
Consenting Creditor at the Calculation Date; and
-- an additional consent fee in an amount equal to 0.1% of the
aggregate principal amount of the Supporting Notes held by such
Additional Consenting Creditor at the Calculation Date.
Copies of relevant notices disseminated by Berau to the holders
of the 2015 Notes and 2017 Notes are appended to this
announcement.
Further announcements will be made in due course as
appropriate.
- ENDS-
For enquiries, please contact:
Asia Resource Minerals RLM Finsbury
plc
Ed Simpkins / Charles
Sean Wade O'Brien
+44 (0) 20 7201 +44 (0) 20 7251
7511 3801
Appendix I
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST
TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES.
IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE THE
TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY
MANNER.
Notice To Noteholders
Berau Capital Resources Pte. Ltd. (the "Issuer")
PT Berau Coal Energy Tbk (the "Company")
relating to the
US$450 million 12.5% Guaranteed Secured Notes
due 8 July 2015
issued by the Issuer and
guaranteed by, inter alia, the Company
(the "2015 Notes")
CUSIP Number: 083518 AA8 CUSIP Number: Y1004W AA4
ISIN: US083518AA82 ISIN: USY1004WAA46
Common Code: 052401658 Common Code: 052401267
Dear Noteholders,
We write in connection with the 2015 Notes described above. As
you may be aware, a restructuring support agreement was entered
into on 8 July 2015 between (among others), the Issuer, the Company
and certain holders of approximately 28% in aggregate principal
amount of the 2015 Notes (the "Restructuring Support Agreement"). A
copy of the Restructuring Support Agreement is available at
http://www.asiarmplc.com. Unless the context otherwise requires,
capitalized terms herein shall bear the meaning given to them in
the Restructuring Support Agreement.
The Restructuring Support Agreement provides that only holders
of the 2015 Notes that became Consenting Creditors by 8 July 2015
are eligible to receive an early bird fee in an amount equal to
0.2% of the aggregate principal amount of the Supporting Notes held
by such Consenting Creditor at the Calculation Date.
Notwithstanding the foregoing, the Company is pleased to
announce that all holders of 2015 Notes who become Consenting
Creditors in accordance with the provisions of the Restructuring
Support Agreement by 17 July 2015 (11.59 p.m. United States EasterN
Standard Time) will be eligible to receive an additional consent
fee in an amount equal to 0.1% of the aggregate principal amount of
the Supporting Notes held by such Consenting Creditor at the
Calculation Date (the "Second Wave Consent Fee"), in the manner and
at the time contemplated by the Restructuring Support Agreement
with respect to the Additional Consent Fee. For the avoidance of
doubt, the Second Wave Consent Fee shall be in addition to the
Consent Fee of 0.2% of the aggregate principal amount of the
Supporting Notes held by the relevant Consenting Creditor at the
Calculation Date, which shall be payable to all Consenting
Creditors.
Any holder of 2015 Notes who wishes to receive the Second Wave
Consent Fee (in addition to the Consent Fee) should deliver a
properly completed and executed Accession Deed (the form of which
is set out in Schedule 3 of the Restructuring Support Agreement) by
electronic mail to the Company at the following email addresses as
soon as possible but in any event, by no later than 17 July 2015
(11.59 p.m. 17 July 2015 (11.59 p.m. United States EasterN Standard
Time):
Paul Fenby
Paul.Fenby@asiarmplc.com
with a copy to:
Bertie Mehigan
Bertie.Mehigan@ashurst.com
Darinne Ko
Darinne.Ko@ashurst.com
For the avoidance of doubt, Initial Consenting Creditors are
eligible to receive the Additional Consent Fee but are not eligible
to receive the Second Wave Consent Fee. In addition, the offer
contained in this notice is subject to the full terms and
conditions of the Restructuring Support Agreement which can be
reviewed at the website identified above.
Any other requests for information from the Company can be
directed to the Company, Ashurst LLP, Kirkland & Ellis and/or
Moelis & Company at the following contact details:
Company
Paul Fenby
Paul.Fenby@asiarmplc.com
Ashurst LLP
Bertie Mehigan
Bertie.Mehigan@ashurst.com
Darinne Ko
Darinne.Ko@ashurst.com
Advisors to the ad hoc committee of Noteholders
Kirkland & Ellis LLP
Damien Coles
Damien.Coles@kirkland.com
Louise Coffey
Louise.Coffey@kirkland.com
Moelis & Company
Bert Grisel
Bert.Grisel@moelis.com
Chris Liu
Chris.Liu@moelis.com
Terrence Chan
Terrence.Chan@moelis.com
In accordance with normal practice, none of the Trustee or any
of its officers, employees or affiliates expresses any opinion on
the information set out in this letter. Noteholders who are unsure
about the impact of such information should seek their own
independent financial, legal and taxation advice.
Nothing in this notice shall be deemed to be, a solicitation of
votes within the meaning of the U.S. Bankruptcy Code or otherwise
and, for the avoidance of doubt, the acceptance of the offer
contained in this notice by any holder of the 2015 Notes shall not
constitute an acceptance of a chapter 15 filing or any plan of
reorganization pursuant to any solicitation of votes within the
meaning of the U.S. Bankruptcy Code or otherwise.
Jakarta, 10 July 2015
Appendix II
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST
TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES.
IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE THE
TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY
MANNER.
Notice To Noteholders
PT Berau Coal Energy Tbk (the "Company")
relating to the
US$500 million 7.25% Guaranteed Secured Notes
due 13 March 2017
issued by the Company
(the "2017 Notes")
CUSIP Number: 69369L AA1 CUSIP Number: Y711AQ AA4
ISIN: US69369L AA17 ISIN: USY711AQ AA43
Common Code: 075260903 Common Code: 075260890
Dear Noteholders,
We write in connection with the 2017 Notes described above. As
you may be aware, a restructuring support agreement was entered
into on 8 July 2015 between (among others), the Issuer, the Company
and certain holders of approximately 24% in aggregate principal
amount of the 2017 Notes (the "Restructuring Support Agreement"). A
copy of the Restructuring Support Agreement is available at
http://www.asiarmplc.com. Unless the context otherwise requires,
capitalized terms herein shall bear the meaning given to them in
the Restructuring Support Agreement.
The Restructuring Support Agreement provides that only holders
of the 2017 Notes that became Consenting Creditors by 8 July 2015
are eligible to receive an early bird fee in an amount equal to
0.2% of the aggregate principal amount of the Supporting Notes held
by such Consenting Creditor at the Calculation Date.
Notwithstanding the foregoing, the Company is pleased to
announce that all holders of 2017 Notes who become Consenting
Creditors in accordance with the provisions of the Restructuring
Support Agreement by 17 July 2015 (11.59 p.m. United States EasterN
Standard Time) will be eligible to receive an additional consent
fee in an amount equal to 0.1% of the aggregate principal amount of
the Supporting Notes held by such Consenting Creditor at the
Calculation Date (the "Second Wave Consent Fee"), in the manner and
at the time contemplated by the Restructuring Support Agreement
with respect to the Additional Consent Fee. For the avoidance of
doubt, the Second Wave Consent Fee shall be in addition to the
Consent Fee of 0.2% of the aggregate principal amount of the
Supporting Notes held by the relevant Consenting Creditor at the
Calculation Date, which shall be payable to all Consenting
Creditors.
Any holder of 2017 Notes who wishes to receive the Second Wave
Consent Fee (in addition to the Consent Fee) should deliver a
properly completed and executed Accession Deed (the form of which
is set out in Schedule 3 of the Restructuring Support Agreement) by
electronic mail to the Company at the following email addresses as
soon as possible but in any event, by no later than 17 July 2015
(11.59 p.m. 17 July 2015 (11.59 p.m. United States EasterN Standard
Time):
Paul Fenby
Paul.Fenby@asiarmplc.com
with a copy to:
Bertie Mehigan
Bertie.Mehigan@ashurst.com
Darinne Ko
Darinne.Ko@ashurst.com
For the avoidance of doubt, Initial Consenting Creditors are
eligible to receive the Additional Consent Fee but are not eligible
to receive the Second Wave Consent Fee. In addition, the offer
contained in this notice is subject to the full terms and
conditions of the Restructuring Support Agreement which can be
reviewed at the website identified above.
Any other requests for information from the Company can be
directed to the Company, Ashurst LLP, Kirkland & Ellis and/or
Moelis & Company at the following contact details:
Company
Paul Fenby
Paul.Fenby@asiarmplc.com
Ashurst LLP
Bertie Mehigan
Bertie.Mehigan@ashurst.com
Darinne Ko
Darinne.Ko@ashurst.com
Advisors to the ad hoc committee of Noteholders
Kirkland & Ellis LLP
Damien Coles
Damien.Coles@kirkland.com
Louise Coffey
Louise.Coffey@kirkland.com
Moelis & Company
Bert Grisel
Bert.Grisel@moelis.com
Chris Liu
Chris.Liu@moelis.com
Terrence Chan
Terrence.Chan@moelis.com
In accordance with normal practice, none of the Trustee or any
of its officers, employees or affiliates expresses any opinion on
the information set out in this letter. Noteholders who are unsure
about the impact of such information should seek their own
independent financial, legal and taxation advice.
Nothing in this notice shall be deemed to be, a solicitation of
votes within the meaning of the U.S. Bankruptcy Code or otherwise,
and, for the avoidance of doubt, the acceptance of the offer
contained in this notice by any holder of the 2017 Notes shall not
constitute an acceptance of a chapter 15 filing or any plan of
reorganization pursuant to any solicitation of votes within the
meaning of the U.S. Bankruptcy Code or otherwise.
Jakarta, 10 July 2015
This information is provided by RNS
The company news service from the London Stock Exchange
END
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