Rome, August 12, 2008 Enel Investment Holding B.V. (EIH, a wholly owned Dutch subsidiary of Enel S.p.A.) has acquired a 10% shareholding (represented by n. 333,333,500 shares) of the share capital of PT Bayan Resources Tbk (hereinafter Bayan or the Company) for a total consideration of about Euro 138 million via Bayans initial public offering (IPO) on the Indonesian Stock Exchange, through the implementation of an agreement with Bayan and its shareholders.
The IPO consisted of an offering of n. 333,333,500 newly issued shares and n. 500,000,000 vendor shares. The total shares included in the IPO amounted to 25% of the Companys share capital after giving effect to the IPO (although if the over-allotment option is exercised, the amount offered could reach a maximum of 28.75% of the Companys share capital).
The shares acquired by EIH will be subject to a lock-up period of 18 months from the closing date of the IPO. EIH, as the sole Cornerstone Investor, the controlling shareholder of Bayan, Dato Low Tuck Kwong, and the selling shareholders have also signed a Strategic Cooperation Agreement regarding, among other things, the corporate governance of the Company, share transfers, covenants and agreements with respect to the Company.
On top of the acquisition of the 10% shareholding, the Enel Group, one of the Companys top five customers by sales revenues in 2007, has also executed - through Enel Trade S.p.A., a wholly-owned Italian subsidiary of Enel S.p.A. a coal supply agreement with Bayan which provides that the latter will supply a specified amount of coal until December 2019.
Bayan is the eighth largest coal producing group in Indonesia in terms of production volume in 2007, with integrated coal mining, processing and logistics operations. The Company is primarily engaged in the business of surface open cut mining of thermal coal and has a diversified product portfolio that ranges from bituminous coal, with high calorific content, to sub-bituminous and semi-soft coking coal.
The Companys economic and financial performance for the year ended December 31, 2007 (under Indonesian GAAP) showed revenues of 374.4 US$ million, a gross profit of 104.8 US$ million and net income of 27.5 US$ million. Volume of coal sales in the same year reached 7.084 million tons.
This press release is not for distribution in or into the United States. This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about PT Bayan Resources, its management and its financial statements in compliance with all relevant laws. Neither PT Bayan Resources nor any of the selling shareholders have any current intention to make any public offering of, or to register, any securities in the United States.
Enel S.p.A. provides for the dissemination to the public of regulated information by using SDIR NIS, managed by BIt Market Services, a London Stock Exchange Group's company, with registered office at Milan, Piazza degli Affari, 6. For the storage of regulated information made available to the public, Enel S.p.A. has adhered, as from July 1st, 2015 to the authorized mechanism denominated “NIS-Storage”, available at the address www.emarketstorage.com, managed by the above mentioned BIt Market Services S.p.A. and authorized by CONSOB with the resolution No. 19067 of November 19th, 2014. From May 19th 2014 to June 30th 2015 Enel S.p.A. used the authorized mechanism for the storage of regulated information denominated “1Info”, available at the address www.1info.it, managed by Computershare S.p.A. with registered office in Milan and authorized by CONSOB with resolution No. 18852 of April 9th, 2014