OREANDA-NEWS. April 21, 2015. The board of NR Holdings Limited ("NRH") notes the announcement made earlier today by Asia Resource Minerals plc ("ARMS" or the "Company") in relation to the possible offer announcement issued by Asia Coal Energy Ventures Limited ("ACE").

NRH has committed to underwrite US\\$100 million of new equity to be issued as part of the Recapitalisation and NRH believes that the Open Offer and the Recapitalisation are the only options currently available to the Company that will preserve value for ARMS shareholders in the short to medium term.

NRH is a long-standing and supportive ARMS shareholder and believes that, following the Recapitalisation, ARMS will have the management expertise and financial resources to trade through the current weak coal price environment and create significant value for its shareholders in the long term. 

NRH believes that the Recapitalisation provides the Company with certainty as to its financial stability in the short to medium term whereas the possible offer announcement by ACE provides neither the Company nor its shareholders with any certainty. Accordingly, NRH urges shareholders to vote in favour of the Resolutions to be proposed at the General Meeting on 22 April 2015 (or at any adjournment thereof) in order to avoid a likely near-term default of the 2015 Notes, which would have material adverse consequences for all stakeholders.

Possible Offer

NRH understands that certain shareholders may prefer to sell their shares at a premium to the current share price and not to remain long-term shareholders in ARMS. Accordingly, NRH and SUEK are considering a possible cash offer, to be made by a special purpose vehicle jointly owned and controlled by NRH and SUEK, to acquire the entire issued and to be issued share capital of ARMS not already owned by the NR Concert Party. Any such offer made would be conditional upon the Recapitalisation being completed.

The making of any announcement of a firm intention to make the proposed offer is subject to and conditional upon the Resolutions to be proposed at the General Meeting on 22 April 2015 (or at any adjournment thereof) being passed (the "Pre-Condition"). NRH and SUEK reserve the right to waive the Pre-Condition at any time in their sole discretion. Even if the Resolutions are passed at the General Meeting, NRH and SUEK have no obligation to make any offer.

In accordance with Rule 2.6(a) of the Code, NRH and SUEK are required, by not later than 5.00 p.m. on 18 May 2015, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement is being made under Rule 2.4 of the Code. It does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code. Accordingly, there can be no certainty that an offer will be made, even if the Recapitalisation is completed. NRH will make a further announcement in due course, as appropriate.

A further announcement will be made in due course. In the meantime, in order to preserve the Company's financial stability, shareholders are urged to vote in favour of the Resolutions and to take no action should ACE make an offer for the Company.

Possible Offeror 

If an offer is made, NRH and SUEK will form a jointly owned and controlled special purpose vehicle for the purpose of making the offer. The making of any announcement of a firm intention to make the proposed offer is subject to and conditional upon the Resolutions to be proposed at the General Meeting on 22 April 2015 (or at any adjournment thereof) being passed, unless such Pre-Condition is waived by NRH and SUEK as set out above. SUEK reserves the right to form the aforementioned vehicle through a company associated with SUEK.

NRH is an investment vehicle of The Honourable Nathaniel Rothschild which, together with the NR Concert Party, holds 42,199,112 Ordinary Shares (constituting approximately 17.5 per cent of the total issued ordinary share capital of ARMS). The Honourable Nathaniel Rothschild is one of the founders of the Company and was co-chairman until 26 March 2012 and a non-executive director until 15 October 2012. He is a non-executive director of Genel Energy plc. Mr. Rothschild is a member of the Belfer Center's International Council at the John F. Kennedy School of Government at Harvard University. He holds an MA in History from Oxford University and an MSc in addiction studies from King's College, London.

SUEK PLC is a Public Limited Liability Company and is the holding company for OJSC Siberian Coal Energy Company. OJSC SUEK is the largest coal producer in Russia and the fifth largest coal producer in the world in terms of proved and potential coal reserves (5.6 billion tonnes). SUEK operates 13 underground and 17 open cast mines across nine different regions of Russia. In 2014, SUEK produced 98.9 million tons of coal of which 40.4 million tonnes were exported.