2013-01-15 13:52:18 -
The South Jakarta District Court has on Wednesday November 28 decided to cancel share takeover via grant deed at PT Ridlatama Trade Powerindo by PT Technocoal Utama Prima and PT Indonesia Coal Development.
"The cancelled grant deeds were Grant Deed #12 and Grant Deed #13 dated November 2007, which attempted to takeover 75 percent or 7,500 shares of Ridlatama. According to our judgement, the share takeover was against the law," head judge Ari Jiwantara said as quoted by Bisnis Indonesia.
The decision, stated within Decision Letter No.605/ Pdt.G/2011 /PN.Jkt.Sel, basically explained that the deal, mentioned within an investor agreement made by both the accused companies did not meet all the criteria of a legitimate deal as stated within Article 1320 of KUH
Perdata (Civil Affair Law).
The decision was made based on a lawsuit filed by majority shareholders of Ridlatama, namely Ani Setiawan and Florita, who claimed to control all Ridlatama shares, against both Technocoal and Indonesia Coal.
Britain's Churchill Mining is a company legally incorporated in the United Kingdom and listed on the London Stock Exchange Alternative Investment Market (AIM). Churchill's investment in Indonesia is carried out through PT Indonesia Coal Development (ICD), the shares of which are owned by Churchill Mining, Plc (95%) and Planet Mining, Plc (5%).
Churchill Mining Operation is Illegal
East Kutai Regency Head Isran Noor explains, "Based on data of the Indonesian Investment Coordinating Board (BKPM) and the Ministry of Justice and Human Rights of the Republic of Indonesia, on November 23, 2005, ICD was established as a Foreign Investment Company (PMA) with authorized capital and paid-up capital of US$250,000, with the intention and purpose of engaging in Mining Services and Geology, which fall under Category 10101 KBLI - Standard Industrial Classification of Indonesia, and is not a Coal Mining Company, which falls under Category 0510 KBLI. It is clear that their operation as a Coal Mining Company is illegal."
Based on data from the Ministry of Justice and Human Rights Affairs of the Republic of Indonesia, 4 companies, referred to as Ridlatama Group, are namely:
a. PT. Ridlatama Tambang Mineral, established on August 31, 2005
b. PT. Ridlatama Trade Powerindo, established on December 14, 2006
c. PT. Investama Resources, established on September 5, 2007, and
d. PT. Investmine usa Persada, established on Septermber 5, 2007
Ridlatama Group and Churchill entered into a cooperation as elaborated in the Investment Agreement in 2007. The cooperation was made by PT. Indonesia Coal Development, PT. Techno Coal Utama Prima, PT. Ridlatama Steel, PT. Ridlatama Power, PT. Ridlatama Mineral Mine, PT. Trade Ridlatama Powerindo, Ani Setiawan, and Florita. Under the Investment Agreement, Churchill will have the rights and interests over Ridlatama Group and in accordance with the Indonesia law, Churchill is allowed through ICD to own and control 75% (seventy five percent) shares in Ridlatama Group, and this has to be immediately executed by shareholders of Ridlatama Group.
This suggests that Churchill HAD KNOWN with certainty that Churchill and ICD CAN NOT have a stake in Ridlatama Group under the provisions of the applicable law in Indonesia.
To make it clearer, the content of the Article 3.2 Investment Agreement is cited as follows: "As for the 75% of the shares of TCUP (PT. Techno Coal Utama Prima), if there is a change in the laws of the Republic of Indonesia which allows ICD to hold shareholding in the KP Holders, all of the KP Holders shall provide all necessary assistance, including without limitation, executing any documents required to ensure that such shares are transferred to ICD."
If the Investment Agreement 2007 was legitimate and complied with the provisions of the laws, quod non, Churchill had annuled the Investment Agreement in 2007 following the signing of the Cancellation and Waiver Agreement dated January 27, 2011, aiming at annuling the Investment Agreement 2007.
Similar agreement with the Investment Agreement 2007 also took place on March 31, 2008 between PT. Indonesia Coal Development, PT. Techno Coal Development, PT. Techno Coal Utama Prima, PT. Investmine Nusa Persada, PT. Investama Resources, Ani Setiawan, and Florita. The provisions were the same with the Investment Agreement 2007.
"Based on the detailed explanation we can understand that Churchill Mining has fully understood with certainty that Churchill and ICD can not have a stake in Ridlatama Group under the provisions of the applicable laws in Indonesia," said Isran.
Based on the official information from Ridlatama website
In 2007 the Ridlatama Group entered into a partnership with Churchill Mining PLC and its subsidiaries to develop the East Kutai Coal Project in Indonesia. Exploration over the years confirmed a word class asset of 2.7 billion tons of coal. Unfortunately in 2010 a challenge to the ownership of the concession was filed at the Samarinda district courts.
The Ridlatama Group has vigorously defended their rights to the concessions and has tried to work closely with Churchill. In August of 2011 Churchill decided to sue the Ridlatama Group in various countries. That has left the Ridlatama Group with no choice but to defend itself and its rights.
Churchill has made statements on their web site and in the international press claiming to own 75% of the 4 main concessions making up the East Kutai Coal Project. By way of the Deed of termination and release dated January 27 2011 (as attached) and the failure of PT Indonesia Coal Development to comply with their obligations, the Ridlatama Group still owns 100% of all rights and interest in respect of the mining licenses in the East Kutai Coal Project. Churchill has published Reports that contain false and defamatory allegations that are obviously directed at the Ridlatama Group and amount to a very serious libel.
The 2007 Investor Agreement has been terminated
By way of the Deed of Termination and Release dated January 27 2011 and the failure of PT Indonesia Coal Development to comply with their obligations the Ridlatama Group still owns 100% of all rights and interest in respect of the mining licenses in the East Kutai Coal Project. The 2007 Investor Agreement has been terminated.
The 2008 Investor Agreement has never been fulfilled and thus is no longer valid
By way of the Deed of Termination and Release dated January 27 2011 and the failure of PT Indonesia Coal Development to comply with their obligations the Ridlatama Group still owns 100% of all rights and interest in respect of the mining licenses in the East Kutai Coal Project. The 2008 Investor Agreement has never been fulfilled and thus is no longer valid.
Breach of Confidentiality lawsuit
At 7 December 2011 All of the agreements signed with Churchill have explicit Confidentiality clauses which remain in effect even after the agreement is terminated. Churchill's PR machine is consistently breaking these confidentiality clauses as they attempt to try this case in the Court of Public opinion.
Removal of Churchill Legal team in the Supreme Court lawsuit
Churchill's legal team have lost at both the district court and the administrative court and in the circumstances the Ridlatama Group have lost confidence in Churchill's legal team moving forward in particular representing their interests in the appeal before the Supreme Court. Further, as Churchill have decided to sue the Ridlatama Group in various jurisdictions after being privy to confidential information attained during the currency of these Indonesian proceedings, the Ridlatama Group in our best interests. In the circumstances, at 15 November 2011 the Ridlatama Group have revoked Churchill's legal team's power of attorney to represent our 4 companies at the supreme court, and replaced them with Ridlatama's legal team.
Tangerang Court Ruling : PT Indonesia Coal Development's Claim Against Andreas Rinaldi Has Been Rejected
In relation to the claim filed by PT Indonesia Coal Development (case number 376/PDT.G/2011/PN.TG) against Andreas Rinaldi, The Tangerang High Court has ruled on 9 February 2012 that:
1. PT Indonesia Coal Development's claim is hereby rejected
2. The respondent is to pay a case fee of IDR 260,000 (30 USD)
Isran said, "The Alternative Investment Market of the London Stock Exchange should know about this very important issue. It is clear that Churchill Mining's operation as a Coal Mining Company is illegal."
-- Statement issued by PowerPR Asia Pacific for the Government of Indonesia, East Kutai local government.
PowerPR Asia Pacific, Jakarta
Source: Govt of Indonesia, East Kutai Local Govt
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