The financier Nat Rothschild thought he had Thursday’s crucial vote on the future of Bumi in the bag.
But that all changed on Monday with the announcement that Rosan Roeslani, a big investor in the London-listed miner, had sold his 10 per cent stake in the company.
The move threw Mr Rothschild’s careful calculations into disarray and sharply reduced his chances of winning the acrimonious battle for control of Bumi. “Obviously we don’t know for sure how the [new investors] will vote, but this is clearly a big disadvantage to Nat,” said one person close to the company.
Mr Rothschild, who created Bumi with Indonesia’s influential Bakrie family in 2010, called an extraordinary general meeting last month to try to oust the company’s independent directors and install a new chairman and chief executive.
The financier, who said he controlled 25 per cent of voting shares ahead of the EGM, won crucial backing for his proposals from big independent shareholders, such as Taube Hodson Stonex Partners, Schroders and Sofaer Capital.
The votes seemed to be stacked up in his favour. He told a newspaper last weekend that it was “almost arithmetically impossible for the other side to win”. A person close to the financier conceded on Monday “that’s clearly not the case [now]”.
What made his military-style dispositions collapse like a house of cards was the sale of the stake held by Mr Roeslani’s Recapital Group.
Little is known about the buyers – two hedge funds called Avenue Asia Capital Management and Argyle Street Management, and a company controlled by Indonesia’s Tanoesoedibjo family called Flaming Luck Investments.
Crucially for Bumi’s balance of power, the UK’s Takeover Panel ruled that – unlike Mr Roeslani – the investors were not acting in concert with the Bakries and were free to vote as they pleased at Thursday’s shareholder meeting. No one knows for certain how they will vote. “But knowing the Bakries, and knowing how appalling their relationship with Nat is, it’s very unlikely that they would allow this stake to be sold to anyone who’d support Nat’s proposals,” said the person close to the company.
The Roeslani sale develops a saga that symbolises the hazards of investing in natural resource companies with assets in emerging markets, even those with a London listing.
Bumi was created in 2010 through a $3bn deal that involved reversing stakes in the Bakries’ coal assets into Vallar, Mr Rothschild’s London-listed cash shell. Vallar was later renamed Bumi. But Bumi’s share price sagged, hit by a fall in the price of thermal coal, a string of boardroom spats and an investigation into financial irregularities at its Indonesian mining businesses. The co-founders, once close business partners, turned into inimical foes. Mr Rothschild left Bumi’s board last October.
As relations between the major shareholders soured, Bumi headed for a very public divorce. The existing board is pursuing a plan to separate the company from the Bakries. But Mr Rothschild has his own separation proposal, which will be at the heart of Thursday’s vote.
His plan would see 12 of Bumi’s 14 directors replaced, including existing chairman Samin Tan, an Indonesian businessman he accuses of failing investors. Under Mr Rothschild’s proposal his place would be taken by mining veteran Wallace King. He would also push through “full operational control” of Berau, another of Bumi’s operating subsidiaries.
But Bumi’s board has argued that only the existing board can deliver the Bakrie separation plan. “The Bakries regard themselves as at war with Nat and they will not execute the deal if Nat wins,” said a person close to the company.
Basic arithmetic, however, suggested that Mr Rothschild had a strong chance of seeing his proposals carried. The Indonesian investors in Bumi – Samin Tan, the Bakrie family and Mr Roeslani’s vehicle – own more than 50 per cent of the company. But a Takeover Panel ruling from December precludes them from voting more than 29.9 per cent of their stock. Mr Roeslani’s sale now changes that, since his 10 per cent economic stake, which provides 13.4 per cent of voting rights, can be voted freely.
Bumi insists it can reform without Mr Rothschild’s help. The person close to the company said the existing board would anyway be “reconstituted by midyear”. Managers emphasise the Bakrie separation plan will be “value accretive” to shareholders. Yet even if Bumi’s board were to repel Mr Rothschild’s challenge, the miner would still face great uncertainty.
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