HONG KONG (Yosefardi) – G-Resources Group Limited has early this month entered into the sale and purchase agreement with Top Gala and ARS (buyers), as well as SubCo and TopCo in respect of the disposal of G-Resources’ interest in the Martabe Mine and certain of its subsidiaries.
Under agreement, SubCo has conditionally agreed to acquire the Company Shares from the Seller. The Buyer has conditionally agreed to acquire the FinCo Shares from Top Gala, to acquire the Assigned FinCo Loan from G-Resources, and to accept the novation of all of the Seller’s obligations and liabilities under the ARS Loan from the Seller.
The Buyer, TopCo and SubCo are entities ultimately owned as to 61.4% by funds managed by EMR, 20.6% by funds and accounts managed by Farallon, 11% by an investment holding vehicle ultimately controlled by Mr. Martua Sitorus and 7% by an investment holding vehicle ultimately controlled by members of the family of Mr. Robert Budi Hartono and Mr. Michael Bambang Hartono, respectively.
FinCo is an indirect wholly-owned subsidiary of G-Resources and investment holding company that owns 100% of the shares in FinSubCo, which has provided the Shareholder Loan to PT AR (Agincourt Resources).
At Completion, the Buyer will acquire the FinCo Shares from Top Gala. An amount of approximately US$94,200,000, being the FinCo Loan minus the Retained FinCo Loan will be assigned by G-Resources to the Buyer (the “Assigned FinCo Loan”).
The non-assigned and remaining portion of the FinCo Loan (the “Retained FinCo Loan”) of US$80,000,000 (or such amount otherwise mutually agreed by the Buyer and Seller prior to Completion) will continue to be owed by FinSubCo to G-Resources and repaid by way of post-Completion cash balance and working capital entitlements from PT AR.
The Martabe Mine is located in North Sumatra, Indonesia. The ownership and operation of the Martabe Mine is pursuant to the CoW entered into in April 1997, which defines all of the terms, conditions and obligations of both PT AR and the Government of Indonesia for the life of the CoW.
According to G-Resources’ annual report for the year ended 31 December 2014, the Martabe Mine had a resource base of 7.4 million ounces of gold and 70 million ounces of silver, and more than 275,000 ounces of gold and over 2.2 million ounces of silver were produced at the Martabe Mine in 2014.