Asia Resource Minerals

Asia Resource Minerals was a British mining company whose principal business was an interest in Indonesian coal production. The company developed from Vallar plc, a Jersey-incorporated special-purpose investment vehicle established in 2010 and sponsored by financier Nathaniel Rothschild. Vallar raised £707.2 million in a July 2010 initial public offering on the London Stock Exchange, with an initial mandate to invest in metals, coal and iron ore assets in the Americas, Russia, Eastern Europe and Australia. The company quickly concentrated on Indonesia. In November 2010, Vallar announced an agreement to acquire a 25% interest in Bumi Resources and a 75% interest in Berau Coal Energy. The proposed transaction, valued at approximately $3 billion in cash and newly issued Vallar shares, was intended to create a major exporter of thermal coal to China, India and other emerging Asian markets. It completed in April 2011. Later in 2011, a share-swap arrangement with Bakrie & Brothers increased Vallar's interests in Bumi Resources and Berau Coal Energy to approximately 29% and 85%, respectively. Vallar was subsequently renamed Bumi Plc, reflecting its close association with the Indonesian Bakrie business group. The company's ownership and governance structure became increasingly complex. In November 2011, the Bakrie group sold half of its interest in Bumi Plc to Samin Tan, the founder of Indonesian coking-coal company Borneo Lumbung Energi & Metal, for $1 billion. In 2012, Bumi Plc disclosed that it was investigating possible financial irregularities in its Indonesian operations. The announcement contributed to a sharp fall in the company's share price, delayed its financial reporting and led to disclosures concerning a substantial financial shortfall. Allegations also arose over an allegedly unauthorized withdrawal associated with Berau Coal Energy and Rosan Roeslani, although Roeslani disputed the claims. The dispute later proceeded to arbitration in Singapore, where the company received a favorable ruling in December 2014. A restructuring completed in March 2014 separated the company from the Bakrie group. The Bakries sold their remaining 23.8% interest in Bumi Plc to Samin Tan for $223 million and repurchased their interest in Bumi Resources for $501 million. Bumi Plc changed its name to Asia Resource Minerals, and its principal remaining asset was an approximately 84.7% holding in Berau Coal. The renamed company therefore had a narrower asset base and remained principally exposed to Indonesian thermal-coal mining rather than operating as a diversified international mining group. In June 2015, Nathaniel Rothschild, who then controlled approximately 17.2% of Asia Resource Minerals, accepted a takeover offer from Asia Coal Energy Ventures, a consortium led by Indonesia's Wijaya family, the owners of the Sinar Mas conglomerate. The offer was reported at £23.2 million and valued Asia Resource Minerals at approximately £134 million. The transaction marked the effective end of the company's independent existence as a London-listed mining business. Its corporate history is consequently best understood as a sequence of transformations—from Vallar, to Bumi Plc, to Asia Resource Minerals—driven by acquisitions, ownership restructuring, governance controversy and the eventual takeover of its remaining coal-focused platform.

Asia Resource Minerals originated as Vallar plc, a Jersey-incorporated investment vehicle founded and sponsored by Nathaniel Rothschild. Vallar completed a £707.2 million initial public offering on the London Stock Exchange in July 2010. Its original investment brief covered metals, coal and iron ore in several regions, including the Americas, Russia, Eastern Europe and Australia. The strategy narrowed rapidly toward Indonesian coal. In November 2010, Vallar announced the acquisition of a 25% stake in Bumi Resources and a 75% stake in Berau Coal Energy for a combination of cash and newly issued shares. The transaction closed in April 2011 and was intended to create a large thermal-coal export platform serving China, India and other emerging Asian markets. In June 2011, Vallar agreed to a share swap with Bakrie & Brothers. The arrangement raised its interests in Bumi Resources and Berau Coal Energy to about 29% and 85%, respectively, while Bakrie & Brothers received a substantial interest in Vallar. The company then changed its name to Bumi Plc. In November 2011, the Bakrie group sold half of its Bumi Plc holding to Samin Tan for $1 billion, adding another major shareholder and further complicating the ownership structure. Governance and financial concerns became central to the company's subsequent history. In September 2012, Bumi Plc announced that it was examining possible financial irregularities in its Indonesian operations. The announcement was associated with a 14% decline in the share price and delayed publication of the company's results. The delayed 2012 results identified a reported $200 million shortfall. In 2013, allegations were also reported concerning approximately $173 million connected with Berau Coal Energy. Rosan Roeslani disputed the allegations. The company later obtained a favorable Singapore arbitration ruling on 30 December 2014. A major restructuring was completed in March 2014. The Bakrie group sold its remaining 23.8% interest in Bumi Plc to Samin Tan for $223 million and bought back its interest in Bumi Resources for $501 million. Bumi Plc changed its name to Asia Resource Minerals, and the company's remaining principal asset was an approximately 84.7% interest in Berau Coal. This left Asia Resource Minerals as a more focused Indonesian thermal-coal holding company. In June 2015, Rothschild accepted a takeover offer from Asia Coal Energy Ventures, a consortium led by Indonesia's Wijaya family, associated with the Sinar Mas conglomerate. The offer was reported at £23.2 million and valued the company at approximately £134 million. The acquisition brought the independent corporate history of Asia Resource Minerals to an end. The company is therefore documented as a former London-listed mining platform whose development was shaped by Indonesian coal acquisitions, shareholder restructuring, financial controversy and eventual takeover.

1. 2015Takeover by Asia Coal Energy Ventures

   Asia Coal Energy Ventures agreed to acquire the company, ending its independent existence as a listed mining business.

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2. 2014Restructuring creates Asia Resource Minerals

   The Bakrie group exited through a restructuring, and Bumi Plc changed its name to Asia Resource Minerals.

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3. 2012Financial irregularities investigation disclosed

   Bumi Plc announced an investigation into possible irregularities in its Indonesian operations.

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4. 2011Vallar renamed Bumi Plc

   Following a share-swap arrangement with Bakrie & Brothers, the company adopted the Bumi Plc name.

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5. 2010Vallar plc completes London listing

   Vallar raised £707.2 million in its initial public offering and began as a mining-focused investment vehicle sponsored by Nathaniel Rothschild.

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6. 2010Indonesian coal acquisitions announced

   Vallar announced agreements to acquire interests in Bumi Resources and Berau Coal Energy.

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A London-listed investment and mining platform centered on Indonesian thermal coal and Asian export demand.

• Indonesian thermal coalCoal

  Asia Resource Minerals did not primarily market consumer products. Its core economic exposure was an ownership interest in Indonesian thermal-coal mining through Berau Coal. Thermal coal is used mainly as fuel for electricity generation, and the company's investment platform was oriented toward exports to China, India and other Asian markets.

• Mining investment interestsMining investments2010

  The company operated as a listed mining and investment platform rather than as a diversified branded producer. Its wider original mandate included metals, coal and iron ore, but its major operating exposure became Indonesian coal, particularly through its interests in Bumi Resources and Berau Coal Energy.

• 2015Accept takeover by Asia Coal Energy VenturesM&A

  The company remained focused on Indonesian coal after its restructuring and became the target of an acquisition consortium associated with the Wijaya family and Sinar Mas.

  What changed. Nathaniel Rothschild accepted the takeover offer from Asia Coal Energy Ventures.

  Aftermath. The transaction ended Asia Resource Minerals' independent existence as a London-listed company.

  Offer and implied valuation. £23.2 million offer; approximately £134 million company valuation (June 2015)

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• 2014Separate from the Bakrie group and rebrandStrategy

  Ownership tensions and financial-governance concerns led to a restructuring of the company's relationship with the Bakrie group.

  What changed. The Bakries sold their remaining stake in Bumi Plc, repurchased their interest in Bumi Resources, and the company changed its name to Asia Resource Minerals.

  Aftermath. Asia Resource Minerals retained an approximately 84.7% interest in Berau Coal and became a more narrowly focused coal company.

  Restructuring consideration. $223 million sale of Bumi Plc stake; $501 million repurchase of Bumi Resources interest (March 2014)

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• 2011Rename Vallar as Bumi PlcStrategy

  A share-swap arrangement increased the company's exposure to Indonesian coal and gave Bakrie & Brothers a large stake.

  What changed. Vallar adopted the Bumi Plc name after the restructuring with Bakrie & Brothers.

  Aftermath. The company became closely identified with its Indonesian partners and coal assets.

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• 2010Acquire interests in Bumi Resources and Berau Coal EnergyM&A

  Vallar sought to convert its broad mining-investment mandate into a major Asian thermal-coal platform.

  What changed. It agreed to acquire a 25% interest in Bumi Resources and a 75% interest in Berau Coal Energy, with the transaction completing in April 2011.

  Aftermath. The acquisitions established Indonesia as the company's principal operating market and defined its subsequent business identity.

  Transaction value. $3 billion (Announced November 2010; completed April 2011)

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• 2013Alleged unauthorized withdrawal involving Berau Coal EnergyControversy

  Reports alleged that approximately $173 million associated with Berau Coal Energy had disappeared or been withdrawn without authorization. Rosan Roeslani disputed the allegations; the related dispute later went to Singapore arbitration.

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• 2012Investigation into Indonesian financial irregularitiesControversy

  Bumi Plc investigated possible financial irregularities in its Indonesian operations. The episode contributed to delayed financial reporting, a reported $200 million shortfall and a substantial decline in the company's share price.

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• 2015Asia Coal Energy Ventures agrees to acquire Asia Resource Minerals

  Nathaniel Rothschild accepted a takeover offer from Asia Coal Energy Ventures, a consortium associated with the Wijaya family and Sinar Mas, ending the company's independent listed-company phase.

  M&A
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• 2014Bumi Plc completes restructuring and changes name to Asia Resource Minerals

  The Bakrie group exited the company through a restructuring, after which Bumi Plc adopted the Asia Resource Minerals name and retained an approximately 84.7% interest in Berau Coal.

  M&A
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• 2011Vallar becomes Bumi Plc after ownership restructuring

  A share-swap arrangement with Bakrie & Brothers increased the company's interests in its Indonesian coal investments and led to the change of name from Vallar to Bumi Plc.

  M&A
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• 2010Vallar announces Indonesian coal acquisitions

  Vallar announced agreements to acquire stakes in Bumi Resources and Berau Coal Energy, establishing the platform's focus on Indonesian thermal coal and Asian exports.

  M&A
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1. Asia Resource Minerals