TIDMARS
RNS Number : 8091J
Asiamet Resources Limited
24 December 2020
24 December 2020
Sale and Purchase Agreement Executed
Asiamet Resources Limited ("Asiamet" or the "Company") is
pleased to announce that following the market release dated 8
October 2020, the Company has signed a conditional binding Share
Purchase Agreement ("SPA") with PT Wasesa Indo Nusa ("PT WIN"), an
Indonesian private company, to acquire Asiamet's wholly-owned
subsidiary Indokal Limited ("Indokal") (the "Transaction"). Indokal
is the 100% owner of the Kalimantan Surya Kencana Contract of Work
("KSK CoW"), including the BKM Copper Project, located in Central
Kalimantan, Indonesia.
As part of the Transaction, PT WIN has entered into an agreement
to acquire Aeturnum Energy International Limited's ("Aeturnum")
commodities trading business. PT WIN plans to undertake an Initial
Public Offering ("IPO") on the Indonesian Stock Exchange ("IDX") in
early 2021. Discussions are currently underway with several highly
regarded Indonesian financial institutions to underwrite the IPO.
Following the planned IPO, PT WIN expects to have sufficient
financial resources to enable the pathway for development of the
BKM Copper Project.
The Transaction is subject to receipt of shareholder and
regulatory approvals and the equity consideration valuations
ascribed throughout this release are subject to final underwriter
valuations.
All references to $ are US Dollars.
The terms of the sale have not materially changed from those
announced in the Heads of Agreement on 8 October 2020, the
transaction highlights are as follows:
-- Indokal to be acquired by PT WIN for a total staged consideration of $163.4 million.
-- The acquisition price will comprise:
-- $10 million paid in cash on the execution of a binding Sale
and Purchase Agreement ("SPA"), payable in two instalments, $2.5
million to be paid in cash on the execution of the SPA, which is
non-refundable, with a further $7.5 million to be paid in cash on
31 January 2021
-- $40 million paid in cash upon the successful IPO of PT WIN on the IDX
-- A 22.5% shareholding in IDX listed PT WIN is payable to
Asiamet in two tranches; the first upon listing, the second upon PT
WIN releasing its 2020 Mineral Resources and Exploration Target
statements to the IDX. Aeturnum's independent valuers estimate PT
WIN to have an equity value of circa $500 million on a 100% basis
on IPO.
-- Asiamet will continue to manage the KSK CoW project for a
period of up to 12 months (extendable by mutual agreement)
following the IPO of PT WIN through a management services
contract.
Shareholder and Regulatory Approvals
The Transaction is subject to, inter alia, Asiamet shareholder
approval and approvals by the Government of Indonesia and other
regulatory bodies.
A notice of meeting detailing the transaction as well as seeking
shareholder support for this proposed transaction will be published
shortly with the meeting to be held before the end of January
2021.
Tony Manini, Executive Chairman of Asiamet Resources
commented:
"Completion of this transaction with PT WIN and Aeternum will
meet the three key objectives Asiamet was looking to achieve and in
doing so is expected to unlock very significant value for all
stakeholders. Firstly, and most importantly, it paves the way for
the advancement of funding and development of the BKM copper
project, secondly the Company retains a very meaningful stake and
continues to provide significant input into the ongoing development
and wider exploration upside of the highly prospective KSK CoW, and
thirdly it strengthens the underlying balance sheet of the Company
and enables Asiamet to continue growing value for its
shareholders.
The outlook for copper remains strong as the transition to
renewable energy and electric vehicles gathers momentum and drives
increased demand, while mine supply simultaneously continues to be
challenged. Recent strong upward revisions of copper price
forecasts by various institutions support this thematic and provide
a solid platform for the proposed IPO of PT WIN on the Indonesian
stock exchange in early 2021."
Summary of the Transaction and other key terms
These details are set out below:
-- Aeturnum, a 19.9% shareholder in Asiamet has entered into a binding agreement to acquire
PT WIN, an Indonesian private company, currently a shell
company.
-- PT WIN has entered into a binding agreement to acquire
Aeturnum's commodities trading business.
-- On satisfaction of the conditions precedent and payment of
the total acquisition price, PT WIN will immediately acquire
Indokal, Asiamet's wholly owned subsidiary and the holder of the
KSK CoW.
-- The total acquisition price will be paid in cash and equity
in PT WIN. The value of the equity in PT WIN on IPO is subject to
the final pricing of the IPO which will be driven by underwriter
valuations, with the total estimated consideration of $163.4
million being paid in four stages as follows:
-- $2.5 million to be paid in cash on the execution of the SPA,
which is non-refundable, with a further $7.5 million to be paid in
cash on 31 January 2021, the sum total of $10 million (Tranche
A)
-- $40 million paid in cash upon the successful IPO of PT WIN (Tranche B)
-- A 22.5% shareholding in IDX Listed PT WIN payable to Asiamet
in two tranches, the first upon listing (10.7%) and the second upon
PT WIN releasing a 2020 Mineral Resource Statement to the IDX which
contains at least 400,000 tonnes of copper in JORC Compliant
Mineral Resources and Exploration Target (11.8%). Aeturnum's
independent valuers estimate that PT WIN is expected to have an
equity value of circa $500 million on IPO.
-- Certain sell down restrictions will apply to the sale of any
part of the Company's shareholding interest in PT WIN. Asiamet will
be entitled to divest up to 50% of its initial holding in PT WIN
over any 12 month period should it wish to do so. The Company
intends to retain its shareholding and continue to work with PT WIN
on the development of the BKM Project and KSK COW while retaining
the flexibility to re-evaluate its position at any time.
-- On the basis that the IPO proceeds as planned, PT WIN will
allocate at least $30 million from IPO proceeds towards the
development of the BKM copper project.
-- Asiamet will be entitled to at least two board seats in PT WIN or a 40% representation on the
PT WIN board.
-- PT WIN has the right at any time prior to satisfaction of all
conditions precedent, to acquire 100% of Indokal for cash at an
agreed price.
-- The Company will provide management services to PT WIN for up
to 12 months post IPO, extendable by mutual agreement. The Company
will be reimbursed for these services on a cost plus basis by PT
WIN.
-- Any statutory bonds, financial commitments, value
enhancement, field work and operating costs required for the BKM
copper from the date of the SPA until IPO will be reimbursed to
Asiamet by PT WIN upon listing.
-- It is proposed that the IPO will take place by 31 March 2021.
If it is extended beyond this date by mutual agreement, this
extension will be subject to PT WIN paying Asiamet a mutually
agreed sum up to 50% of the Trance B payment, $20 million, or an
otherwise mutually agreed amount.
-- If the IPO of PT WIN does not proceed as proposed Asiamet will:
-- Be entitled to retain the $2.5 million of the Tranche A
payment, with the additional $7.5 million required to be paid by PT
WIN before any equity interest in Indokal is permitted upon
termination
-- Provide PT WIN with a 30 day exclusivity period to purchase
Indokal for cash at a price to be agreed between PT WIN and
Asiamet, less any funds already paid to Asiamet ("Cash
Option").
-- If the Cash Option is not executed by PT WIN, PT WIN will be
entitled to a 5% equity interest in Indokal, subject to the full
payment of Tranche A indicated above.
-- The key conditions precedent are:
-- Asiamet satisfactorily completing its remaining due diligence
on PT WIN and Aeturnum and/or its affiliates
-- Customary and regulatory approvals as required in Indonesia
-- Asiamet shareholder approval will be sought following the execution of the SPA
-- The satisfactory IPO by PT WIN, which includes a minimum
equity value of $400 million and minimum free float of 20 per cent
("Minimum IPO Value").
-- If the Minimum IPO Value is not achieved, subject to
negotiations with PT WIN, Asiamet may elect to proceed with a
resized IPO in its sole discretion, upon which Asiamet will be
entitled to a larger equity position in PT WIN which is to be
agreed between the parties.
Following completion of the transaction Asiamet will have circa
$50 million cash and no debt on its balance sheet and retain a
sizeable 22.5% interest in the KSK CoW through its shareholding in
PT WIN along with an 80% interest in the significantly larger
Beutong copper gold porphyry project located in Aceh, Indonesia.
The Company plans to continue working with PT WIN on the
development of the BKM copper project, to progress various options
for further exploration and development of the Beutong project and
assess additional growth opportunities that can create long term
value for shareholders.
Timeline
The timeline for key events/milestones is as follows:
-- Shareholder approval January 2021
-- PT WIN to complete an IPO by end of Q1 2021
Shareholder Approval
The Proposed Transaction would also be deemed to be a disposal
resulting in a fundamental change to the business in accordance
with AIM Rule 15 and as such the Proposed Transaction is
conditional on the consent of its shareholders being given in a
general meeting. The Company will publish a circular convening the
general meeting and containing details of the disposal and any
proposed changes to the business.
ON BEHALF OF THE BOARD OF DIRECTORS
Tony Manini, Executive Chairman
For further information, please contact:
-Ends-
Tony Manini
Executive Chairman, Asiamet Resources Limited
Email: tony.manini@ asiametresources .com
Investor Enquiries
Sasha Sethi
Telephone: +44 (0) 7891 677 441
Email: Sasha@flowcomms.com / info@asiametresources.com
Asiamet Resources Nominated Adviser
RFC Ambrian Limited
Bhavesh Patel / Stephen Allen
Telephone: +44 (0)20 3440 6800
Email: Bhavesh.Patel@rfcambrian.com / Stephen.Allen@rfcambrian.com
Berenberg
Matthew Armitt, Detlir Elezi
Telephone: +44 20 3207 7800
Email: Matthew.Armitt@berenberg.com / Detlir.Elezi@berenberg.com
Liberum
Clayton Bush, Kane Collings
Telephone: +44 20 3100 2000
Email: clayton.bush@Liberum.com
Optiva Securities Limited
Christian Dennis
Telephone: +44 20 3137 1903
Email: Christian.Dennis@optivasecurities.com
Blytheweigh Communications Limited
Tim Blythe/Megan Ray
Telephone: +44 (0)20 7138 3204
Email: Tim.Blythe@blytheweigh.com /
Megan.Ray@blytheweigh.com
Follow us on twitter @AsiametTweets
FORWARD-LOOKING STATEMENT
This news release contains forward-looking statements that are
based on the Company's current expectations and estimates.
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein.
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
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END
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December 24, 2020 03:30 ET (08:30 GMT)
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