Jakarta, 9 June 2017
Reference is made to: (i) the suspension of payments proceedings in respect of PT Bumi Resources Tbk. (the “Company”) pursuant to Indonesian Law No. 37 of 2004 on Bankruptcy & Suspension of Debt Payment Obligations (the “Bankruptcy Law”) that commenced on 25 April 2016; and (ii) the composition plan dated 9 November 2016 (the “Composition Agreement”) agreed between the Company and its creditors pursuant to the terms of the Bankruptcy Law and approved by the Commercial Court of the Central Jakarta District Court (the “Court”) on 28 November 2016 pursuant to decision number 36/PDT.SUS-PKPU/2016/PN.Niaga.Jkt.Pst.
Pursuant to the Composition Agreement, the Company has today commenced four exchanges (the "Exchanges”) to exchange existing debt of the Company for new loans and/or securities:
to exchange the existing debt (the "CFL Loan") under the US$1,900,000,000 term loan granted pursuant to a loan agreement made between, amongst others, the Company and Country Forest Limited, dated September 18, 2009, as amended and restated on September 24, 2009, October 28, 2009 and November 5, 2009;
to exchange the existing debt (the "CDB Loan") under the US$600,000,000 term loan granted pursuant to a loan agreement made between, amongst others, the Company and China Development Bank Corporation, dated February 6, 2012, as amended on August 15, 2014;
to exchange the existing debt (the "Total CB Debt") under the US$375,000,000 9.25% guaranteed convertible bonds due 2014 issued by Enercoal Resources Pte. Ltd.; and
to exchange the existing debt (the "Total Remaining Debt") under various other syndicated loans and (i) the US$300,000,000 12% guaranteed senior secured notes due 2016 issued by Bumi Capital Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and (ii) the US$700,000,000 10.75% guaranteed senior secured notes due 2017 issued by Bumi Investment Pte. Ltd., a company limited by shares incorporated under the laws of Singapore.
These Exchanges are mandated by the Court in accordance with the terms of the Composition Agreement and no securities are being solicited for purchase or offered for sale pursuant to any of the Exchanges. Such Exchanges shall be upon the terms and subject to the conditions set forth in the applicable Exchange Memorandum relating to such Exchange.
Holders of the above existing debt will be entitled to receive new debt and/or securities and must make certain elections regarding the new debt and/or securities they are eligible to receive. Holders are required to submit a notice of election by 4:00 PM London time on July 21, 2017.
Noteholders have been advised that those who fail to deliver (or cause to be delivered) a valid electronic acceptance instruction and a duly completed Notice of Elections at or prior to the Expiry Time (with the original Notice of Elections to be received by 4:00 p.m., London time, on 26 July 2017) will forfeit their right to receive any Exchange Consideration and their Notes will be cancelled on the Effective Date (as defined inthe Exchange Memorandum).
In connection with the exchanges, the Company will issue:
New senior secured debt, comprising of tranche A facility and tranche B facility and/or notes as series A Notes and series B Notes;
A tranche C facility;
Mandatory convertible bonds;
Contingent value rights; and
Ordinary shares in the Company.