Under-fire Bumi and the puzzle of a missing $75m
On the trail of a $75m investment by Indonesia’s Berau Coal that Bumi wrote down to zero.
By Alistair Osborne
7:00AM GMT 07 Jan 2013
In January 2010, less than six months before being acquired by the London-listed Bumi, Indonesia’s Berau Coal made a $75m (£46.8m) investment in the Chateau Asean Fund 1. Two years later the money had gone – or at least become so hard to trace that Bumi and Berau wrote down the “investment” to zero.
Precisely what happened is a key issue being explored by law firm Macfarlanes in its investigation into alleged “financial and other irregularities” at Bumi’s Indonesian coal mining operations. Not only that. It has become a further bone of contention between Nat Rothschild, the financier responsible for creating the bombed-out Bumi, and the company’s board.
Rothschild, who has 15pc of Bumi’s votes, accuses its chairman Samin Tan and senior independent director Sir Julian Horn-Smith of dragging their feet over Chateau – a claim both would deny. But the so-called investment goes to the heart of Rothschild’s demands for a proper Bumi clean-up.
For starters, Bumi owns 85pc of Berau. So it has control, something that cannot be said of its other main asset – a 29pc stake in Bumi Resources, the business controlled by Indonesia’s Bakrie family that is occupying even more of Macfarlanes’ time.
And, secondly, because Chateau raises fresh questions over Rosan Roeslani. He quit last month as a Bumi non-executive after the Takeover Panel ruled he was a member of a concert party with the Bakries and Tan. But Roeslani remains president director of Berau – remarkably, some say, given he also heads Recapital, the investment group that has failed to repay a $231m loan to Bumi Resources.
Of course, Rothschild should have done his due diligence on Chateau before his Vallar acquisition vehicle bought Berau in June 2010 as part of a $3bn deal, stating in Bumi’s prospectus that the $75m investment was an “available-for-sale financial asset”. Berau’s own prospectus for its Jakarta IPO made that claim more explicit still, classing Chateau as a current asset that management planned to “liquidate… within a year”.
No such luck. Correspondence seen by The Daily Telegraph shows that by December 2011, Rothschild had become increasingly exercised by Chateau. He emailed Bumi’s then finance chief Andy Beckham and Lord Renwick, chairman of the audit committee.
Rothschild noted sarcastically that “the star fund managers at Chateau… whom Berau management chooses to pay so handsomely” must have invested in some “fairly low quality assets” as Berau had written down the investment by $20m.
“How can you lose money so fast???” wrote Rothschild, demanding to know who ran the fund and what it invested in.
Beckham had a memo prepared for the audit committee meeting of December 15 2011. It identified the Chateau manager as a “Dr David Boren, formerly with Salomon Brothers International and the European Bank for Reconstruction & Development”. He is understood to be under investigation by Macfarlanes – though could not be reached for comment.
Despite stressing “this information is not public and should not be given to investors”, the memo gave scant details of the investments – only that $10m put into “logistics” was now worth $4.53m, a $28m stake in “energy technology” had dwindled to $19.68m and $37m in “coal concession” was now valued at $31.23m. The memo added that, if it was not possible to realise these investments, “a further right-down (sic)” may be required.
Rothschild expressed his “frustration” at “the unsatisfactory disclosure in this memo”. He was not alone in being foxed by Chateau. In April last year, Citigroup analyst Umar Manzoor issued a note on Berau. Under the heading “Chateau who?”, he wrote: “We find this transaction very difficult to understand from any angle.”
Last June, Rothschild again emailed Horn-Smith and Tan, noting he had first raised Chateau with the board on December 1 2011. “Over 6 months later what is the status of the investigations… and why has action not been taken against the perpetrator(s)?” he asked. “More importantly, why has the money trail not been followed months ago… I now believe we are being negligent by not having the answers.”
Horn-Smith replied, copying in Tan and Renwick: “This matter is under investigation and has been addressed at every audit committee meeting. I do not believe we are being negligent. If you suggesting (sic) that I am not competent to continue as a director of this company, please say that. The board can take a view on this matter and I will not hesitate to step down immediately.” He has stayed in his role.
Rothschild, who resigned from the board in October, raised Chateau again with Horn-Smith last week. This weekend he said: ” I have never a seen a more clear cut example in my entire business career of a board of a company failing to prosecute company insiders responsible for a situation that simply reeks. ”
To this, Horn-Smith insists: “This matter has been taken extremely seriously. It relates to issues before Bumi bought the company and has been investigated by the audit committee of Bumi and Macfarlanes.” Neither Tan or Roeslani responded to emailed requests for comment.
The $75m is still missing.