Tan highlights consequences of Bumi affair

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As flood waters inundated the Indonesian capital on Thursday, Samin Tan, chairman of Bumi plc, the troubled London-listed, Indonesia-focused coal miner, was struggling to dial in to a crucial board meeting in London.

The directors were discussing the findings of an eagerly-awaited investigation by Macfarlanes, a law firm, into allegations of financial irregularities at two Bumi subsidiaries.

But, Mr Tan told the Financial Times, his mobile phone kept cutting out because of the unstable network connection in Jakarta and he was barely able to hear the discussions, let alone contribute.

Such communication problems are widespread in Indonesia, where infrastructure development has failed to keep pace with the rapid growth of the economy.

But it is the communication problems between key investors and directors of Bumi that have dogged the company since Indonesia’s influential Bakrie family agreed, after hasty negotiations, to reverse their coal assets into financier Nat Rothschild’s London cash shell in 2010.

“With the benefit of hindsight, we must admit that we have misjudged the complexity of the issues and misjudged the level of the broken relationship between the Bakries and Nat,” said Mr Tan in the unadorned board room of his not-yet-completed 35-storey office tower in central Jakarta.

Mr Tan became mired in the Bumi fiasco after paying the Bakries, whom he calls close friends, $1bn to acquire half of their 47.6 percent stake in Bumi in January 2012.

Since then, the value of his investment, financed by a loan from Standard Chartered, has plummeted by 70 per cent because of the sliding coal price and concerns about Bumi’s corporate governance, high debt levels and the out-break of internecine investor warfare.

The saga has damaged the reputation of many of the individuals involved and heightened investors’ unease about emerging market resource companies seeking London listings.

Over a Chinese lunch of rice, meat and vegetables, Mr Tan, who remains one of Indonesia’s wealthiest investors despite his paper losses at Bumi, said that his country’s reputation overseas was also suffering.

“This undoubtedly has made foreigners more careful in evaluating their deal making in Indonesia,” he said. “[But] the current Bumi case should be treated as an isolated case.”

Dressed in trainers, jeans, a red t-shirt and a blue workers’ jacket – and smoking Marlboro lights – the 48-year-old former auditor rued the fact that the dispute had degenerated so rapidly and openly, with all sides sniping through the media, his email and phone having been hacked and confidential documents released publicly.

Mr Tan, who grew up in a remote part of Sumatra and never saw a car until he was teenager, said he remains friends with the Bakries despite their differences.

But his relationship with Mr Rothschild, who he described as a “very smart man” and a “very successful investor”, is more difficult. While insisting he has “no personal vendetta” against the financier, he criticised Mr Rothschild’s public attacks on the Bakries and himself, claiming they were depressing the share price.

Mr Rothschild has requisitioned an extraordinary general meeting, slated for February, to restore himself to the board, alongside a group of new investors, and replace 12 of the current 14 directors.

Both the current board and Mr Rothschild and his supporters have been flying around the world trying to convince investors to back their positions.

Mr Tan said he and the board were working to organise the EGM but that he thought there was “no real benefit” for shareholders from Mr Rothschild’s proposals because of the response from the Bakries.

They say they retain the right to nominate the chairman, chief executive and chief financial officer under a relationship agreement with Bumi and that, if Mr Rothschild goes ahead with the EGM, they will withdraw their offer to separate from Bumi and challenge his proposal “using all legal means”.

Mr Rothschild said he was confident other shareholders would support his move and that the relationship agreement is not an obstacle.

Both sides say they are hopeful of winning enough shareholder support to triumph at the EGM, yet only a few investors have declared their hands publicly so far.

The only thing that everyone seems to agree on is that the battle lines have been drawn so deeply that there is no easy way forward.

“The differences and disputes between the Bakries and Nat have gone to a level that they have become too personal,” said Mr Tan. “As a result, business considerations are no longer the only considerations in decision making. This is clearly disappointing and not to the interest of the rest of the shareholders.”

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