TIDMARMS
RNS Number : 8409R
Asia Resource Minerals PLC
01 July 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
1 July 2015
For Immediate Release
Asia Resource Minerals plc ("ARMS" or the "Company")
Offer Declared Wholly Unconditional and Appointment of New
Board
As announced by Asia Coal Energy Ventures Limited ("ACE")
earlier today, all of the conditions to the cash offer to acquire
the entire issued and to be issued ordinary share capital of ARMS
not already owned by ACE and funds managed by Argyle Street
Management Limited ("the Offer") have been satisfied and the Offer
has been declared wholly unconditional.
Upon settlement, ACE will control over 50% of the outstanding
ordinary shares of the Company and accordingly, each of the ARMS
Directors, Wal King (Chairman), Sir Richard Gozney (Senior
Independent Director) and Hamish Tyrwhitt (Executive Director and
Chief Executive Officer), have tendered their resignations with
immediate effect and the following ACE nominees have been appointed
as directors of the Company.
These are as follows:
-- Kin Chan
-- Dwi Suseno
-- Fuganto Widjaja
Wal King, the outgoing Chairman of ARMS, said: "The Company
continues to face many challenges. The outgoing board is pleased to
have delivered to shareholders the ability to exit at a significant
premium. We would like to thank the employees of the Company for
their continued commitment in very difficult circumstances and we
wish the new board and controlling shareholder every success in
moving the Company forward."
Biographies for the incoming ARMS board of directors supplied to
ARMS by ACE are as follows. There are no details to be disclosed in
connection with Rule 9.6.13 R (2) - (6) of the Listing Rules of the
UK Listing Authority in relation to these appointments.
Kin Chan
Mr. Chan is the founding shareholder of Argyle Street Management
Limited, and has been the Chief Investment Officer since 2002. He
serves on the management boards of other ASM funds. He is also the
Chairman of TIH Limited and a Director of OUE Limited, both listed
on the Singapore Exchange ("SGX").
Mr. Chan was Chief Executive and Managing Director of Lazard
Asia Limited from 2000 to 2001 and managed the firm's advisory
business in Asia outside of Japan. Prior to joining Lazard, Mr.
Chan was an Executive Director at Goldman, Sachs & Co. where he
worked in Hong Kong, New York and Singapore from 1992 to 1999.
Mr. Chan has completed transactions in China, Hong Kong, India,
Indonesia, Korea, Singapore and Thailand. The aggregate transaction
size of all the deals that Mr. Chan has worked on exceeds US$15
billion.
Mr. Chan earned an A.B. degree from Princeton University and an
MBA from the Wharton School of the University of Pennsylvania where
he was a Palmer Scholar. Mr. Chan has a number of academic
distinctions including a Rotary Scholarship, United World College
Scholarship, 'Princeton University Class of 1941' Scholarship and
Ford Motor Company Fellowship.
Fuganto Widjaja
Mr. Fuganto Widjaja, aged 34 years old, is currently the
President Director of PT Golden Energy Mines Tbk and Director of PT
Sinar Mas Multiartha Tbk He was previously an investment analyst at
UBS Bank Singapore.
Mr. Widjaja graduated from the College of Arts and Sciences,
Cornell University in 2003 where he majored in Computer Science and
Economics, and from the Judge Business School (formerly known as
the Judge Institute of Management Studies), Cambridge University in
2004.
Dwi Prasetyo Suseno
Dwi is currently the Managing Director of Sinarmas Mining and
Energy, and has over 19 years international experience in Mining,
Commodities and Oil & Gas related industries with exposure
spanning different countries within Asia and Australasia, primarily
Indonesia, Australia and Singapore, as well as some exposure to New
Zealand, Timor Leste and PNG business operations.
He has been intricately involved in various facets of business
including but not limited to operations, general management,
finance, business development as well as corporate legal and
international taxation matters. His previous experience also
includes working in NYSE listed Fortune 500 company MNC, a top SGX
listed resources company, growing private & emerging businesses
and Big 4 accounting firms. His exposure to various listing
regulations and compliance includes IDX, SGX and NYSE.
During his previous tenure with Straits Asia Resources Ltd, an
SGX-listed integrated coal mining group, he was member of the team
that assisted in the major acquisition of the Jembayan coal mine in
Indonesia, including as a member of the Executive Committee team
responsible for executing strategic plans that lead to the ramp up
of mine production to around 9 million MT pa. Subsequently, Dwi was
part of the team that spearheaded the MBO (Management Buy Out)
which spun off the marine and coal logistic company from Straits
Asia Resources which was then separately listed in the Indonesia
Stock Exchange. Post MBO, he held the position of Group CFO and
Executive Director of the new Straits Group, including Executive
Director of the new coal mining business unit, in which he was
responsible for all facets of the business.
His exposure to mining, oil & gas and commodities related
businesses originated in Australia when he worked at Arthur
Andersen and Ernst & Young, advising various large mining and
oil and gas clients. Finally, he also spent some of his career at
Baker Hughes, a Fortune 500 NYSE listed oilfield service company,
where he was the Director of Baker Hughes Indonesia, a member of
the Asia Pacific ethics committee, as well as overseeing Asia
Pacific international taxation matters.
Dwi earned his Executive MBA degree from Northwestern University
(Kellogg School of Management) and HKUST, and Bachelor of Commerce
degree from University of Western Australia. Dwi is also a
qualified Fellow member of CPA Australia and member of CPA
Singapore.
- 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
Further Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise. The Offer is made solely by means of ACE's Offer
document and the Form of Acceptance accompanying the Offer
document, which contains the full terms and conditions of the
Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer document. Shareholders are
advised to read the formal documentation in relation to the Offer
carefully. This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in restricted jurisdictions, at wwwasiarmplc.com by no later than
12 noon (London time) on the Business Day following the date of
this announcement. Neither the content of the website referred to
in this announcement nor the content of any websites accessible
from hyperlinks on the Company's website (or any other websites) is
incorporated into, or forms part of, this announcement.
Information relating to shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Company shareholders, persons with
information rights and other relevant persons for the receipt of
communications from the Company may be provided to ACE during the
offer period where requested under Section 4 of Appendix 4 of the
Takeover Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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