Bumi Share Discussion Threads

[ashthorpedo] 26/1/2013 11:50

You have to laugh at the announcement from the company yesterday in reply to NR Investments announcement.

"The Board has no intention of liquidating the Company and has clearly stated publicly in its announcement of 7 January that it is progressing its proposal to unwind the relationship with Bumi Resources and the Bakrie Group in a transaction that will result in an operating group focused on Berau and with significant cash resources.

The above statement by NR Investments is wholly inaccurate and appears intended to mislead shareholders as part of a sustained campaign by Nat Rothschild to take control of the Company without paying a premium."

The announcement from NR Investments was a blistering attack on the chairman and directors of BUMI PLC and this is the only thing that they comment on. You can only assume that the rest of the announcement was factually correct. This RNS sounds exactly like the statements that have been made by Bakries and confirms the reasons why the directors should all be turfed out.

Nat has definitely got my vote.

[craffert] 25/1/2013 22:48

Nice to see Edmond J also form similar views on resolution at BUMI.

[tamboerskloof] 23/1/2013 19:37

Ditto, I'll second that craffert.

[craffert] 23/1/2013 16:31

nat brought folks into this at £10 a share. Getting them out at £5 a share would be a reputational disaster, particularly after the information which has now come to light. It will have to be an offer north of £5 a share....and who knows what the Indonesians will do when that happens.

[waldof] 23/1/2013 15:03

I say NR will pick up the apples.

[wigancasino] 23/1/2013 14:24

They could make a movie out of this one! No doubt a lot going on that will never truly come to light.

[craffert] 23/1/2013 12:55

money talks. all these sore people need to do to "win" is win over the remaining BUMI shareholders with an appropriate offer to end the pain.

[waldof] 23/1/2013 11:03

Still think underestimating or backing against a Rothschild is a dangerous.
They have long tentacles and deep pockets.

A bid from him and consortium would not surprise.

[ashthorpedo] 23/1/2013 11:02

Tuesday 22 January, 2013
NR Investments Ltd
Statement by NR Investments
RNS Number : 1314W
NR Investments Limited
22 January 2013




NR Investments ("NRI") responds to apparently co-ordinated announcements made today by Bumi PLC and by Long Haul Holdings and the Bakrie Group of Companies; expresses disappointment at the Company's failure to publish the Macfarlanes Report into misappropriation of shareholder assets; details the urgent, unanswered questions facing the Company and its Chairman; challenges the Company's legal position re disclosure of Macfarlanes' findings; and deals with the issue of liability





It is regrettable that an investigation into the serious misappropriation of corporate assets has resulted in a short, bowdlerised announcement by Bumi PLC which is focused more on settling personal scores with Nat Rothschild than it is on telling shareholders what happened to up to $1 billion of missing funds.



Today's announcement from Bumi PLC is hopelessly compromised by the Board's failure to publish in full the Macfarlanes investigation into serious financial irregularities at the Company. Even so, it cannot avoid acknowledging that corporate funds have been looted out of Bumi in large volumes.



Despite all attempts by Bumi's Board to throw dust in the eyes of the investing public, that finding is decisive. It makes Samin Tan's position as Chairman of Bumi PLC untenable. Only last weekend he described himself as a "friend" of the Bakries. He has been officially classified a concert party partner of theirs by the Takeover Panel. He and other friends of the Bakries must resign from the Board immediately.



Below, we set out matters which point to ongoing malfeasance whilst Samin Tan has been Chairman of Bumi PLC. We also set out many pressing questions left unanswered by the redacted, truncated and censored format in which Macfarlanes' findings have been published today.



The failure of Bumi PLC to provide answers to these questions, having earlier promised full disclosure, is intolerable. The Company's claim that it is prevented by legal constraints from telling investors what happened to their stolen money is wrong, as we also explain below.



Earlier today, NR Investments revealed that Bumi PLC's Chief Executive Officer Nick Von Shirnding had removed claimed professional qualifications from his website biography after NR Investments identified serious and material inaccuracies. Sir Julian Horn-Smith, Senior Independent Director and Chairman of Bumi PLC's Nominations Committee, has confirmed that Nick von Schirnding is not a qualified lawyer and does not hold an accounting qualification, which tends to support the argument that investors were misled. Assertions about von Schirnding's qualities are rendered meaningless by the initial over-statement of qualifications.



We have proposed replacing Bumi PLC's hopelessly compromised leadership with a new, professional Board and management, and in the light of today's findings the forthcoming General Meeting vote cannot come soon enough.



Investors face a choice at the General Meeting. The current Board is proposing the effective liquidation of the Company by a Chairman who is looking to reclaim large amounts of his own money from the Bakrie Group. We are proposing a restructured Company with new management and proper governance arrangements, in possession of world-class thermal coal assets. We hope that investors will take the latter course.



Unanswered questions



Bumi PLC claims in its announcement today that it has been unable to access the information it requires from Bumi Resources, its 29.2%-owned associate company, fully to investigate claims of widespread embezzlement. This is a surrender on the part of the Bumi PLC Board, which has not fully pursued or exhausted the legal and the practical options which should be available to it as Bumi Resources' principal shareholder to seek to compel disclosure. Bumi PLC's position on this point is doubly unacceptable, since certain PLC Board members are central to any proper investigation of what went on at Bumi Resources.



The Company acknowledges that it has made better progress in investigating financial impropriety at Berau, but stops short of disclosing what Macfarlanes has uncovered. Today's statement also hints that it might not pursue lines in inquiry relating to Berau, since to do so might carry "associated costs and risks". Without further explanation, this position is again unacceptable - not least since it comes from a Board some of whose members are potentially implicated in the wrongdoing.



The overwhelming impression is that the Board has neither the will nor the wit for this task, but shareholders need not give up hope of recovering their money. We have written to the Company on behalf of minority investors demanding that Bumi PLC produce an uncensored copy of the final Macfarlanes report, all communications between the Company and Macfarlanes relating to the form and content of the report, and all information relating to the public disclosure of material from the investigation. In order to restore public and investor confidence in the integrity of the investigation, NRI has also suggested that Bumi PLC, in consultation with minority investors, appoints a suitably senior independent lawyer to review expeditiously all relevant matters pertaining to the investigation and report.



It is impossible for a Board chaired by Samin Tan, the Bakries' concert party associate, to sit in judgement on the activities of the Bakries, Tan and their associates.



Samin Tan



The issue of the Chairman's role is barely mentioned in today's announcement from Bumi PLC, but the evidence submitted to Macfarlanes should have presented him with more than enough questions to warrant his immediate resignation. The document leaked to Nat Rothschild by a whistleblower in September 2012 and passed by him to the Board was a due diligence report commissioned by Samin Tan before he invested in Bumi. The report refers to numerous related party transactions at Bumi Resources and Berau used apparently as means of diverting funds from the Company. In other words, Samin Tan knew about financial irregularities involving the Bumi PLC group before he joined the Board, yet in his role as Chairman did nothing about it. This calls into question compliance with his legal and fiduciary duties as a UK PLC Director.



What is more, destruction of shareholder value at Bumi appears to have increased after Samin Tan joined the Board:



· On the day of his appointment the Bumi PLC share price was 697 pence. Yesterday it was 331 pence, a fall of 53 per cent while Bumi PLC was under Samin Tan's Chairmanship

· Under his Chairmanship of Bumi PLC and as President Commissioner of Bumi Resources, a 30% stake in the infrastructure assets were transferred in June 2012 for $1 from Bumi Resources to Tata Power. Samin Tan personally authorized this transfer of assets

· On two occasions in May and October 2012 Samin Tan, as President Director of Bumi Resources Minerals, extended loans of $110million via UOB bank to Bakrie entities collateralised against part of the December 2010 Bumi Resources Minerals IPO proceeds

· At the Bumi PLC AGM in May, Samin Tan gave the impression that he had installed his people to positions of influence at Bumi Resources and Berau. The reality is that his people had been side-lined by Bakrie and Roeslani, and had little if any influence in the day to day management of these entities. He also failed to investigate claims made by his recently installed CFO at Bumi Resources, Stefan White, regarding financial irregularities in relation to capital expenditure at the Pendopo coal project

· Samin Tan had full knowledge, but did nothing about, the Chateau $75million "investment", the non-commercial marketing agreements at Berau, and the Velodrome consulting agreement (paying some $2m a month for undefined consultancy services), all revealed in the whistleblower documentation

· Samin Tan failed to disclose an arrangement that he had agreed with the Bakries, whereby any "leakage" from the group companies to Bakrie entities would be restructured so that Tan was not disadvantaged. However, their arrangement did not extend to the minority shareholders of Bumi PLC and Bumi Resources.



Bumi PLC is in possession of substantial evidence to verify these claims, much of which is already in the public domain. Under Samin Tan's leadership, the Company appears not to be actively investigating.



The decision not to disclose details of the Macfarlanes report and the admissibility of evidence



The Company claims that it is unable to substantiate many allegations of financial and other irregularities owing to a lack of access to the original source of the materials provided to the Company (the whistleblower). The Company further claims that it is unable to release the detail of the Macfarlanes report due to the unacceptable legal risks that exist (primarily in Indonesia) as a result of the undisclosed provenance of these materials and that, allegedly, the materials were obtained illegally through email hacking.



We are inviting the Company to advise precisely which Indonesian laws it believes prevent it from publishing any part of the Report, but as the initial recipient of the whistleblower's evidence, Nat Rothschild has a duty of care to protect the whistleblower's anonymity, as enshrined in Lord Woolf's 2008 report into business ethics. The same whistleblower protection, and fundamental public interest in finding out what happened to missing shareholder funds, more than justifies the evidence (and its publication) under UK law.



The key whistleblower document, as mentioned above, is a due diligence report that Samin Tan himself commissioned before investing in Bumi, and which appears to provides detail of financial and other irregularities, including the diverting of shareholder funds through numerous related party transactions. In the spirit of cooperating fully with the Macfarlanes investigation, Mr Tan should provide shareholders with a copy of this report immediately.



As also mentioned above, we are also calling on Bumi PLC to put the Macfarlanes report in the hands of a legal expert who will be able to reassure investors by taking an independent view as to the admissibility of the evidence and the findings, and to what extent they can be published.



It is worth noting, in the meantime, that Bumi PLC's reluctance to publish the Macfarlanes report is even less justifiable given that the Company has anyway been selectively leaking the report's findings over recent weeks, as only a cursory glance at recent press coverage amply proves. To that extent, the Company's attack on Nat Rothschild today for allegedly leaking evidence is hypocritical, as well as a further attempt to distract investors from the central issue - namely the misappropriation of shareholders' funds.



Liability issues



Any suggestion from Bumi's Directors that Nat Rothschild is to blame for the transgressions that have occurred in Bumi PLC brings buck-passing to a new level. Today's speculation from Bumi PLC that the UK Takeover Panel might somehow hold Nat responsible for the undeclared concert-party activities of Tan and the Bakries - rather than Tan and the Bakries themselves - is the height of absurdity. Nat has worked tirelessly to highlight embezzlement at Bumi, and the Macfarlanes investigation would not have happened without him.



As soon as he became aware of financial irregularities at Bumi PLC in November 20101, Nat made the Board and the investing public aware of his concerns. He has also expressed regret at going into business with the Bakries in the first place.



In contrast, other founders of the Company - notably Julian Horn-Smith and Lord Renwick - have never admitted they were at fault. Lord Renwick was vice-chairman of JP Morgan Cazenove, which advised on the formation of Bumi PLC in November 2010, having already brought Berau to public markets earlier in 2010 - and which earned more than $30m in fees for its advisory work, which was supposed to include due diligence.



Julian Horn-Smith, meanwhile, chaired Vallar at the time Bumi PLC was put together. Contrary to the suggestion made by the Company in today's announcement, it was the Vallar Board led by Julian Horn-Smith that approved Bumi PLC's formation, not Vallar Advisers.



Absurdly, Lord Renwick and Julian Horn-Smith both still sit on the Board of Bumi PLC, and neither has ever condemned the Bakries. The folly of their position is glaringly illustrated by today's findings.



Statement by Long Haul Holdings and the Bakrie Group of Companies



We note the statement issued by the Bakrie interests this afternoon. It is tempting to comment on the irony of their claim that they have "co-operated with the Macfarlanes report" when even the very limited statement issued by Bumi PLC today makes clear that it was unable to access key information relating to the Bakrie-controlled Bumi Resources. However, all parties agree that the key priority for Bumi PLC is to dissolve the Bakries' involvement in the Company, and their opinions on other matters can safely be ignored.



The Bakries' threat to remain in occupation of the Bumi PLC register if they do not get their way is juvenile in the extreme. As we have pointed out before, threatening minority shareholders is not the right way to win their support in a British proxy vote - particularly when the Bakries' shares in the PLC are, in any case, held as security against their debts by their lenders.



It is well known that the Bakries have significant outstanding borrowings, and owe $550m against their Bumi PLC shares. Their creditors will decide what happens to their shares, and we look forward to negotiating with those creditors in due course.

[wigancasino] 23/1/2013 10:12

Statement

Source: RNS



RNS Number : 1037W

Long Haul Holdings

22 January 2013






22 January 2013





Long Haul Holdings and the Bakrie Group of Companies statement



· Nat Rothschild's position now untenable

· Unlike Mr Rothschild, the Bakries co-operated with Macfarlanes report - Bakrie representatives were interviewed by Macfarlanes

· Nat Rothschild needs to explain how and why he received what appear to be illegally hacked and potentially falsified or doctored information

· Bizarre conduct of Nat Rothschild in recent days a further demonstration that he is unfit to serve on Bumi board

· Bakries ready to press ahead with their proposal to restore shareholder value



In last few months those who are opposed to Nat Rothschild, including both the Bakries and the Board of Bumi have had to tolerate false and inaccurate attacks on their reputation, orchestrated by Nat Rothschild. All relevant financial details were disclosed in the Bumi prospectus and Bumi Resources is a quoted company with its own board and audited accounts.



Nat Rothschild who was the architect (through Vallar Advisers LP) and prime beneficiary of this fiasco, has done serious damage to London's reputation as a capital market with foreign investors, especially those from big emerging markets like Indonesia. Mr Rothschild's actions include:



· Disruptive behaviour on the Board of Bumi, culminating with him being asked to resign by Sir Julian Horn-Smith.

· Failing to ensure, via his company Vallar Adviser LP, that adequate disclosures were made to the Takeover Panel regarding the overt commercial relationship between the Bakries and Rosan Roselani. Such failure to make appropriate disclosure has led, following the recent Takeover Panel concert party ruling, to shareholders being significantly prejudiced. We relied on Nat Rothschild, at his insistence in 2010, to advise on this topic and to co-ordinate dialogue with the Takeover Panel. Had we known we would be viewed as concerted, we would have sought a whitewash arrangement which would have provided appropriate voting rights, or not participated in the Bumi transaction at all.

· Submitting extensive and unmerited expenses to Bumi for the use of his own corporate jet.

· Charging $15m in due diligence and advisory fees, only to blame others for the creation of Bumi.

· Handing documents to the independent directors which were apparently stolen or illegally obtained and refusing to explain where and how he got those documents. Hiding behind a supposed "duty of confidentiality" is unacceptable in the circumstances and appears to be evasive.

· Demanding an expensive inquiry by Macfarlanes and then failing to co-operate adequately with that inquiry, refusing to accept its findings and demanding another one by somebody else.

· Trying to gain control of Bumi, without paying a premium to shareholders, by attempting to call an EGM in order to put himself and his appointees on the board and thereby frustrate the Bakries' proposal to restore shareholder value. Indeed, we believe the desire to gain control of Bumi has motivated Nat Rothschild's bizarre actions.



It is the Bakrie family's intention to press ahead with the first leg of its proposal to unwind its relationship with Bumi as a soon as possible and we welcome the Board of Bumi's support. This the only deliverable proposal to restore for Bumi shareholders. By contrast, the statements made by Nat Rothschild are unworkable. Should Nat Rothschild persist in his attempts to have himself appointed to the board, we will withdraw our proposal.



In the light of today's statement by the board of Bumi about the Macfarlanes report and his behaviour, we respectfully ask those institutional investors who support Mr Rothschild and the individuals persuaded by him to be nominated to the board, to review their positions.



We also repeat our request that Mr Rothschild surrender the 16m bonus shares, worth some £138m at issue, which he and his fellow-founders received as a success fee for putting Bumi together. Not only has Bumi been a disappointment, those shares are substantially dilutive to other shareholders. They clearly demonstrate that shareholder value at Bumi is not a concept understood by Nat Rothschild.

[waldof] 23/1/2013 08:40

....but read Nat's remark yesterday in the statement...quoted in FT, sorry do not know how to cut and paste.

[craffert] 22/1/2013 22:33

it's hotting up....nat doesn't look so shiny now. Makes for an incredibly interesting story.

[wigancasino] 22/1/2013 11:12

Sounds to me that Nat Rothschild is not being as forthcoming as he could be. Whether that becomes detrimental to existing shareholders will obviously come out in the fullness of time. Sitting on the fence at the minute and moved into CEY for now.

[craffert] 18/1/2013 23:30

big reputations at stake here. I can see Nat or the Bakries both desperate to rebuild reputations which means shareholders getting some sort of return on their £10 a share investment. With coal prices rebounding and the assets worth more than the share price, there is room for a fundable bid which ends this sorry mess. A great opportunity for the vulture and hedge funds to get on the share register and become kingmakers in any deal.

[waldof] 17/1/2013 15:59

Be that as it may fly', cash is not an issue at the moment just as the assets are being overlooked.
And who wants to back against a Rothschild...he may have made a balls up but he will fight every inch to make ammends and get his reputation back..and he'll have plenty of help for sure, both financial and otherwise.

[flyfisher] 17/1/2013 15:37

Plenty of subsidiary detail in this bond downgrade note .

[tamboerskloof] 17/1/2013 14:55

Recovering quite well.

[jrjr99] 17/1/2013 14:18

looking good atm

[fidra] 17/1/2013 09:30

Is anyone else watching L2 here?

Huge amounts of buys and sells appear to whir around on the flow.The other day up to 2500.This morning peak was around 1500 odd a few minutes ago.

None of these appear to move the volume indicator though.

Any explanation welcome!