LONDON: PT Wasesa Indo Nusa (PT WIN), an Indonesian private company, has agreed to acquire Asiamet Resources’ wholly-owned subsidiary Indokal Limited.
Indokal holds the Kalimantan Surya Kencana Contract of Work (KSK CoW), including the BKM Copper Project, located in Central Kalimantan, Indonesia.
As part of the Proposed Transaction, PT WIN will also acquire Aeturnum Energy International PTE Limited’s commodities trading business.
PT WIN plans to undertake an Initial Public Offering (IPO) on the Indonesian Stock Exchange (IDX) in early 2021. Discussions are currently underway with several highly rated Indonesian financial institutions to underwrite the IPO.
With its existing cash reserves and expected proceeds from the planned IPO, PT WIN expects to have sufficient financial resources to enable the development pathway for the BKM Copper Project.
Reputable third-party Indonesian company valuation experts with experience in oil, gas and mining were used by Aeturnum to provide an independent valuation of the assets to be acquired by PT WIN.
The Proposed Transaction is subject to receipt of a number of regulatory approvals and the equity consideration valuations ascribed throughout this release are subject to final underwriter valuations.
The acquisition price will comprise:
· $10 million paid in cash on the execution of a binding Sale and Purchase Agreement (SPA), this payment is non-refundable
· $40 million paid in cash upon the successful IPO of PT WIN on the IDX
· A 22.5% shareholding in IDX listed PT WIN is payable to Asiamet in two tranches; the first upon listing, the second upon PT WIN releasing its 2020 Mineral Resources and Exploration Target statements to the IDX. Aeturnum’s independent valuers estimate PT WIN to have an equity value of circa $500 million on a 100% basis on IPO.
· Asiamet will continue to manage the KSK CoW project for a period of up to 12 months (extendable by mutual agreement) following the IPO of PT WIN through a management services contract.
Upon satisfactory completion of all final diligence activities the parties will enter into a binding SPA. This is expected to take approximately 30 days, however due to the current restrictions associated with Covid-19 the timeline may vary.
Following the execution of the binding SPA, Asiamet will seek shareholder approval for the Proposed Transaction.
Tony Manini, Executive Chairman of Asiamet Resources commented: “The Asiamet Board fully endorses and supports this transaction. While it is recognised that there are still a number of steps to completion, the proposed transaction has the potential to unlock very significant unrecognised value for Asiamet shareholders and most importantly secures a clear road map for the funding and development of the BKM copper project and the further advancement of the wider KSK CoW for the benefit of all stakeholders. Asiamet will retain a very meaningful exposure to the upside at BKM and KSK and continue to manage all the value enhancement and development related activities currently in progress.
“Our work with Aeturnum to date has provided an insight into their high level of professionalism and integrity and provided us with the confidence to pursue this transaction and partner with them as major shareholders in the proposed IDX listing and development of PT WIN going forward. We now remain focused on completing due diligence and binding documentation that allows for shareholder approval.”
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