2015 prospectus berau

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimerapplies to the attached offering circular (the offering circular). You are advised to read this disclaimer carefullybefore accessing, reading or making any other use of the attached offering circular. In accessing the attachedoffering circular, you agree to be bound by the following terms and conditions, including any modifications tothem from time to time, each time you receive any information from Berau Capital Resources Pte. Ltd. (theissuer) as a result of such access.

Confirmation of Your Representation: You have accessed the attached offering circular on the basis thatyou have confirmed your representation to Credit Suisse (Singapore) Limited and Deutsche Bank AG, SingaporeBranch (the initial purchasers) that (1) (i) you are not resident in the United States and, to the extent youpurchase the securities described in the attached offering circular, you will be doing so in an offshore transactionpursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or (ii)you are acting on behalf of, or you are, a qualified institutional buyer, as defined in Rule 144A under the U.S.Securities Act, and (2) that you consent to delivery of the attached offering circular and any amendments orsupplements thereto by electronic transmission.

The attached offering circular has been made available to you in electronic form. You are reminded thatdocuments transmitted via this medium may be altered or changed during the process of transmission andconsequently none of the issuer, the guarantors (as defined in the attached offering circular), the initial purchasersor any of their respective affiliates, directors, officers, employees, representatives and agents, nor any otherperson controlling the issuer, any guarantor, the initial purchasers or any of their respective affiliates accepts anyliability or responsibility with respect to any discrepancies between the offering circular distributed to you inelectronic format and the hard copy version. The issuer will provide a hard copy version of the offering circularto you upon request.

Restrictions: The attached offering circular is being furnished in connection with an offering exempt fromregistration under the U.S. Securities Act solely for the purpose of enabling prospective investors an opportunityto consider the purchase of the securities described therein.

The notes and the guarantees (each as defined in the attached offering circular) have not been, andwill not be, registered under the U.S. Securities Act, or the securities laws of any other jurisdiction, andmay not be offered or sold within the United States unless registered under the U.S. Securities Act oroffered or sold pursuant to an exemption from such registration.

You are not authorized to and you may not forward or deliver the attached offering circular,electronically or otherwise, to any other person or reproduce such offering circular in any mannerwhatsoever. Any forwarding, distribution or reproduction of this document and the attached offeringcircular in whole or in part is unauthorized. Failure to comply with this directive may result in a violationof the U.S. Securities Act or the applicable laws of other jurisdictions.

The materials relating to this offering of the notes and guarantees do not constitute, and may not be used inconnection with, an offer or solicitation in any jurisdiction where offers or solicitations are not permitted by law.If a jurisdiction requires that this offering be made by a licensed broker or dealer, and any initial purchaser or anaffiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, this offering shall be deemed tobe made by such initial purchaser or such affiliate on behalf of the issuer and the guarantors in such jurisdiction.

You are reminded that you have accessed the attached offering circular on the basis that you are a personinto whose possession this offering circular may be lawfully delivered in accordance with the laws of thejurisdiction in which you are located and you may not nor are you authorized to deliver this offering circular,electronically or otherwise, to any other person. If you have gained access to this transmission contrary to theforegoing restrictions, you will be unable to purchase any of the notes and guarantees described therein.

If you receive this offering circular by e-mail, you should not reply by e-mail to this announcement, and youmay not purchase any of the notes and guarantees by doing so. Any reply e-mail communications, includingthose you generate by using the Reply function on your e-mail software, will be ignored or rejected. If youreceive this offering circular by e-mail, your use of this e-mail is at your own risk and it is your responsibility totake precautions to ensure that it is free from viruses and other items of a destructive nature.

Berau Capital Resources Pte. Ltd.(incorporated as a private company limited by shares in Singapore)

US$100,000,00012.5% Guaranteed Senior Secured Notes due 2015

Unconditionally and irrevocably guaranteed by

PT Berau Coal Energy Tbk(incorporated with limited liability in Indonesia)

The notes will mature on July 8, 2015. Interest will accrue from July 8, 2010 and be payable semi-annually in arrears onJanuary 8 and July 8 of each year, commencing on January 8, 2011. The notes will be unconditionally and irrevocably guaranteedby the issuers parent company, PT Berau Coal Energy Tbk, and certain of PT Berau Coal Energy Tbks subsidiaries, including itsmain operating subsidiary, PT Berau Coal.

The notes offered hereby will be issued as additional notes under the indenture pursuant to which, on July 8, 2010, the issuerissued US$350,000,000 principal amount of its 12.5% Guaranteed Senior Secured Notes due 2015 (the existing notes). Thenotes offered hereby will be treated as a single series with the existing notes under the indenture and will have the same terms asthe existing notes. Holders of the notes offered hereby and the existing notes will vote as one class under the indenture.

The issuer may redeem up to 35% of the notes using the proceeds of certain equity offerings of the issuer or the parentguarantor completed before July 8, 2013. The issuer may redeem some or all of the notes at any time on or after July 8, 2013. Theredemption prices are set forth in this offering circular. The issuer may redeem some or all of the notes prior to July 8, 2013, at aprice equal to 100% of the principal amount of the notes plus a make-whole premium. If the issuer or the parent guarantorexperiences specific kinds of changes in control, the issuer must offer to purchase the notes at a price equal to 101% of theirprincipal amount plus unpaid and accrued interest. The issuer may redeem all but not less than all of the notes at the principalamount plus accrued interest upon certain changes in tax law.

The notes are general obligations of the issuer, secured by the collateral described in this offering circular, and will otherwiserank pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the issuer. The guarantees are generalobligations of the guarantors, secured by the collateral described in this offering circular, and will otherwise rank pari passu in rightof payment with all other unsecured, unsubordinated indebtedness of the guarantors.

The notes are rated B2 by Moodys Investors Service, Inc. and B+ by Standard & Poors Ratings Group. A security ratingis not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, or withdrawal at any time bythe assigning rating agency.

Investing in the notes involves risks. See Risk Factors on page 22.

Price: 103.5%plus accrued interest from July 8, 2010.

We have received approval-in-principle for the listing of the notes on the Singapore Exchange Securities Trading Limited (theSGX-ST). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions or reportscontained in this offering circular. Admission of the notes to the Official List of the SGX-ST is not to be taken as an indication ofthe merits of the issuer, the guarantors or the notes.

Delivery of the notes in book-entry form will be made on or about July 29, 2010.

The notes and the guarantees have not been registered under the U.S. Securities Act of 1933 or the securities laws of anyother jurisdiction. The notes and the guarantees may not be offered or sold within the United States or to U.S. persons, except toqualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshoretransactions in reliance on Regulation S. You are hereby notified that sellers of the notes and the guarantees may be relying on theexemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A.

Sole Global Coordinator

Credit SuisseJoint Lead Managers and Joint Bookrunners

Credit Suisse Deutsche BankThe date of this confidential offering circular is July 26, 2010.

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TABLE OF CONTENTS

Page

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 61EXCHANGE RATES AND EXCHANGE

CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . 63SELECTED FINANCIAL INFORMATION AND

OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . 64MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

COAL INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . 99BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105DESCRIPTION OF MATERIAL AGREEMENTS. . . . 132DESCRIPTION OF OTHER MATERIAL

INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . 141MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . 148

Page

RELATED PARTY TRANSACTIONS . . . . . . . . . . . . 150THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151REGULATION OF THE INDONESIAN COALMINING INDUSTRY. . . . . . . . . . . . . . . . . . . . . . . 152

DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . 163TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . 237TRANSFER RESTRICTIONS. . . . . . . . . . . . . . . . . . . 242LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 244INDEPENDENT PUBLIC ACCOUNTANTS. . . . . . . . 244INDEPENDENT MINE CONSULTANT. . . . . . . . . . . 244SUMMARY OF CERTAIN PRINCIPALDIFFERENCES BETWEEN INDONESIANGAAP AND U.S. GAAP . . . . . . . . . . . . . . . . . . 245

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . F-1APPENDIX A-STATEMENT OF OPEN-CUT COALRESOURCES AND RESERVES . . . . . . . . . . . . . . A-1

NOTICE TO INVESTORS

You should rely only on the information in this offering circular or to which we have referred you.We have not authorized anyone to provide you with different information. This offering circular may onlybe used where it is legal to sell these securities. The information in this offering circular may be accurateonly on the date of this offering circular.

We are relying on an exemption from registration under the U.S. Securities Act and Section 274 and/orSection 275 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA) for offers and sales ofsecurities that do not involve a public offering. By purchasing the notes, you will be deemed to have made theacknowledgments, representations, warranties and agreements described in Transfer Restrictions. You will berequired to bear the financial risks of your investment which may be for an indefinite period of time.

This offering circular has been submitted confidentially to a limited number of institutional investors so thatthey can consider a purchase of the notes. We have not authorized its use for any other purpose. This offeringcircular may not be copied or reproduced in whole or in part. It may be distributed and its contents disclosed onlyto the prospective investors to whom it is provided. By accepting delivery of this offering circular, you agree tothese restrictions.

Credit Suisse (Singapore) Limited (Credit Suisse) and Deutsche Bank AG, Singapore Branch (DeutscheBank and together with Credit Suisse, the initial purchasers) have not verified, and make no representation orwarranty, express or implied, as to the accuracy or completeness of, the information in this offering circular. Inmaking an investment decision, you must rely on your own examination of us and the terms of the offering,including the merits and risks involved. By accepting delivery of this offering circular, you acknowledge that youhave not relied on the initial purchasers or any of their affiliates in connection with your investigation of theaccuracy of the information in this offering circular or your investment decision.

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Neither we nor the initial purchasers is making any representation to any purchaser of the notes regardingthe legality of an investment in the notes by such purchaser under any legal investment or similar laws orregulations. You should not consider any information in this offering circular to be legal, business, financial ortax advice. You should consult your own attorney, business advisor and tax advisor for legal, business, financialand tax advice regarding an investment in the notes.

The distribution and possession of this offering circular and the purchase, offer and sale of the notes incertain jurisdictions may be restricted by law. Each purchaser of the notes must comply with all applicable lawsin each jurisdiction in which it purchases, offers or sells the notes or possesses this offering circular and neitherwe nor the initial purchasers shall have any responsibility therefor. See Plan of Distribution.

The notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (theSEC), the Monetary Authority of Singapore (MAS), the SGX-ST or any state or foreign securitiescommission or regulatory authority. The foregoing authorities have not confirmed the accuracy or determined theadequacy of this offering circular. Any representation to the contrary is a criminal offense in the United States.

In connection with this offering, certain persons participating in the offering may engage intransactions that stabilize, maintain or otherwise affect the price of the notes. Specifically, the initialpurchasers may bid for and purchase notes in the open market to stabilize the price of the notes. Theinitial purchasers may also over allot the offering, creating a syndicate short position. In addition, theinitial purchasers may bid for and may stabilize or maintain the market price of the notes above marketlevels that might otherwise prevail. The initial purchasers are not required to engage in these activities,and may end these activities at any time. These activities will be undertaken solely for the account of theinitial purchasers, and not for and on behalf of the issuer.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES ANNOTATED (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THEFACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THESTATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THATANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR A TRANSACTIONMEANS THAT THE SECRETARY OFSTATE HAS PASSED IN ANYWAY UPON THE MERITS OR QUALIFICATION OF, ORRECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. ITIS UNLAWFUL TOMAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENTWITH THE PROVISIONS OFTHIS PARAGRAPH.

CERTAIN DEFINED TERMS AND CONVENTIONS

We have prepared this offering circular using a number of conventions, which you should consider whenreading information contained herein.

All references to Berau Coal Energy are references to PT Berau Coal Energy Tbk. All references toArmadian are to PT Armadian Tritunggal, our direct subsidiary in which we have an interest of 99.99%. Allreferences to Berau Coal are to PT Berau Coal, our indirect subsidiary in which we have an effective interest of90%. All references to the Group are references to Berau Coal Energy and its subsidiaries taken as a whole.

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All references to we, us or our are references to Berau Coal Energy or the Berau Coal Energy Group as awhole, depending on the context. All references to the issuer are references to Berau Capital Resources Pte.Ltd., our wholly-owned subsidiary.

Unless otherwise indicated or otherwise required by the context, all references to Rupiah or Rp. are toIndonesian Rupiah. All references to U.S. dollars or US$ are to United States dollars.

All references to ton are to a metric ton. A metric ton is a unit of mass equal to 1,000 kilograms, orapproximately 2,204.6 pounds. A hectare is a unit of area equal to 10,000 square meters, or approximately2.471 acres.

All references to calorific values are to calorific values on a gross as received basis, unless otherwise stated.

Certain other terms are defined in the Glossary contained elsewhere in this offering circular.

Unless otherwise indicated, all amounts in relation to the Group are presented on a consolidated basis.

Rounding adjustments have been made in calculating some of the data included in this offering circular. Asa result, the totals in some tables may not be exact arithmetic aggregations of the figures that precede them.

PRESENTATION OF FINANCIAL INFORMATION

Berau Coal Energys financial statements are prepared in Rupiah and Berau Coals financial statements areprepared in U.S. dollars. Solely for the convenience of the reader, unless otherwise indicated, Rupiah amounts asof December 31, 2009 have been translated to U.S. dollars based on the middle exchange rate announced byBank Indonesia as of December 31, 2009, which was Rp. 9,400 = US$1.00. Rupiah amounts as of March 31,2010 have been translated to U.S. dollars based on the middle exchange announced by Bank Indonesia as ofMarch 31, 2010, which was Rp. 9,115 = US$1.00. On July 22, 2010, Bank Indonesias middle exchange rate wasRp. 9,069 = US$1.00. We make no representation that the Rupiah or U.S. dollar amounts in this offering circularcould have been or could be converted into U.S. dollars or Rupiah, as the case may be, at any particular rate or atall. See Exchange Rates and Exchange Controls.

The financial statements of Berau Coal Energy and Berau Coal are prepared in accordance with generallyaccepted accounting principles in Indonesia (Indonesian GAAP), which differ in significant respects fromgenerally accepted accounting principles in the United States (U.S. GAAP). For a summary of certaindifferences between Indonesian GAAP and U.S. GAAP, see Summary of Certain Principal Differences BetweenIndonesian GAAP and U.S. GAAP.

Our financial statements as of and for the year ended December 31, 2007 have been restated. The figures asof and for the year ended December 31, 2007 included in this offering circular are the restated figures. See Note41 to our financial statements as of and for the year ended December 31, 2007, 2008 and 2009 includedelsewhere in this offering circular.

INDUSTRY ANDMARKET DATA

This offering circular includes market share and industry data and forecasts that we have obtained fromindustry publications and surveys, reports of governmental agencies and internal company surveys. Industrypublications and surveys and forecasts generally state that the information contained therein has been obtainedfrom sources we believe to be reliable, but there can be no assurance as to the accuracy or completeness ofincluded information. While we have taken reasonable actions to ensure that the information is extractedaccurately and in its proper context, none of us or the initial purchasers have independently verified any of thedata from third party sources or ascertained the underlying economic assumptions they relied upon. References tothermal coal refer to bituminous thermal coal, not sub-bituminous thermal coal, unless specified.

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RESOURCES AND RESERVES STATEMENTS

Berau Coal reports its coal resources and reserves in accordance with the Australasian Code for Reportingof Exploration Results, Mineral Resources and Ore Reserves (2004 edition) (the 2004 JORC Code), publishedby the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy and theAustralasian Institute of Geoscientists and Minerals Council of Australia (the JORC).

Under the 2004 JORC Code, the term coal resource refers to a concentration or occurrence of coal ofintrinsic economic interest in or on the earths crust in such form, quality and quantity that there are reasonableprospects for eventual economic extraction. The location, quantity, grade, geological characteristics andcontinuity of a coal resource are known, estimated or interpreted from specific geological evidence andknowledge. Coal resources are subdivided, in order of increasing geological confidence, into inferred,indicated and measured categories.

The term coal reserve is defined in the 2004 JORC Code as the economically mineable part of a measuredand/or indicated coal resource. It includes diluting materials and allowances for losses which may occur when thecoal is mined. Appropriate assessments have been carried out, and include consideration of and modification byrealistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmentalfactors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Coalreserves are subdivided in order of increasing confidence into probable coal reserves and proved coalreserves. The choice of the appropriate category of reserve is determined primarily by the relevant level ofconfidence in the coal resource and after considering any uncertainties in the modifying factors. Pursuant to the2004 JORC Code, allocation of the appropriate category must be made by the competent person or competentpersons preparing the reserves statements.

The term marketable coal reserves, representing beneficiated or otherwise enhanced coal product wheremodifications due to mining, dilution and processing have been considered, may, pursuant to the 2004 JORCCode, be used in public reports for companies in conjunction with, but not instead of, reports of coal reserves.The basis of the predicted yield to achieve marketable coal reserves should be stated.

Coal Resource and Reserve Statement

Information in this offering circular relating to Berau Coals proved and probable reserves was derived from theStatement of Open-Cut Coal Resources and Reserves of The Berau Coal Deposits as of December 31, 2009 (theReserve Statement) attached as Appendix A to this offering circular. The Reserve Statement has been prepared byPT. Runge Indonesia (PTRI) and issued under the Minarco-MineConsult (MMC) name. MMC is an associatedentity of PTRI and is an independent mine consultant. See Independent Mine Consultant. The Appendices to theReserve Statement have not been included in this offering circular and are available upon request at Berau Coalsregistered office at Menara Karya 11th Floor, Jl. HR. Rasuna Said Block X-5 Kav. 1-2, Jakarta 12950, Indonesia.

Estimates of coal resources, reserves, recoveries and operating costs are largely dependent on theinterpretation of geological data obtained from drill holes and other sampling techniques, and feasibility studieswhich derive estimates of operating costs based on anticipated tonnage, expected recovery rates, equipmentoperating costs and other factors. No assurance can be given that the resources and reserves presented in thisoffering circular will be recovered at the quality or yield presented. In addition, investors should not assume thatthe resource estimates are capable of being directly reclassified as reserves under the 2004 JORC Code. Investorsshould also note that coal resources are reported inclusive of coal reserves (that is, coal reserves are notadditional to coal resources). The inclusion of resource estimates should not be regarded as a representation thatthese amounts can be economically exploited, particularly inferred resources, and you are cautioned not to placeundue reliance on those estimates.

iv

Assumptions Underlying Berau Coals Coal Reserve Estimates

Berau Coal estimates its coal reserves using various assumptions regarding its mining costs and the price ofcoal. For more information regarding the cost and revenue factors used to estimate Berau Coals coal reservespresented in this offering circular, see the Reserve Statement under the heading Cost and Revenue Factors.

Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated and Inferred Resources

There are differences between reporting regimes for reserve estimates in the United States and in Australia.A key difference between the reporting regimes in Australia under the 2004 JORC Code and in the United Statesunder the requirements as adopted by the SEC in its Industry Guide 7Description of Property by IssuersEngaged or to be Engaged in Significant Mining Operations (Industry Guide 7) is the absence in the UnitedStates of any provision for the reporting of estimates other than proved (measured) or probable (indicated)reserves. There is, therefore, no equivalent for resources under the SECs Industry Guide 7.

The SEC has applied the following reporting definitions to reserves under Industry Guide 7:

A reserve is that part of a mineral deposit which could be economically and legally extracted orproduced at the time of the reserve determination. Reserves are customarily stated in terms of ore whendealing with metalliferous minerals; when other materials such as coal, oil, shale, tar, sands, limestone,etc. are involved, an appropriate term such as recoverable coal may be substituted.

Proven (measured) reserves are reserves for which:

(a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; gradeand/or quality are computed from the results of detailed sampling; and

(b) the sites for inspection, sampling and measurement are spaced so closely and the geologic characteris so well defined that size, shape, depth and mineral content of reserves are well-established.

Probable (indicated) reserves are reserves for which quantity and grade and/or quality are computedfrom information similar to that used for proven (measured) reserves, but the sites for inspection,sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree ofassurance, although lower than that for proven (measured) reserves, is high enough to assume continuitybetween points of observation.

This offering circular uses the terms measured, indicated and inferred resources. United Statesinvestors are advised that while some investors recognize such terms, the SEC does not recognize them. Inferredresources have a great amount of uncertainty as to their existence and great uncertainty as to their economic andlegal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a highercategory. Under SEC rules, estimates of inferred mineral resources may not form the basis of feasibility or othereconomic studies. You should not assume that all or any part of measured or indicated resources will everbe converted into reserves. You are also cautioned not to assume that all or any part of an inferredresource exists or is economically or legally mineable.

AVAILABLE INFORMATION

To permit compliance with Rule 144A in connection with resales of the notes, we will furnish, upon requestof a holder of the notes and a prospective purchaser designated by a holder, the information required to bedelivered under Rule 144A(d)(4) if at the time of such request we are neither a reporting company underSection 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934 (the U.S. Exchange Act) nor exemptfrom reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act. So long as any of the notes remainoutstanding, we will provide the trustee our annual and quarterly financial statements for forwarding to theholders of the notes.

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ENFORCEABILITY OF FOREIGN JUDGMENTS

The issuer is incorporated in Singapore, Berau Coal Energy, Berau Coal and Armadian are incorporated inIndonesia and the other guarantors are incorporated in other jurisdictions outside the United States. All of thecommissioners, directors and executive officers, as applicable, of the issuer and the guarantors and certainexperts named in this offering circular reside outside the United States. Substantially all of the assets of theissuer, the guarantors and these other persons are located outside the United States. As a result, it may be difficultfor investors to effect service of process upon such persons within the United States, or to enforce against us orthese persons in courts, judgments obtained in U.S. courts, including judgments predicated upon the civil liabilityprovisions of the federal securities laws of the United States.

Our Indonesian legal advisor, Assegaf Hamzah & Partners, has advised us that judgments of courts outsideIndonesia are not enforceable in Indonesian courts. A foreign court judgment could be offered and accepted intoevidence in a proceeding on the underlying claim in an Indonesian court and may be given such evidentiaryweight as the Indonesian court may deem appropriate in its sole discretion. A claimant may be required to pursueclaims in Indonesian courts on the basis of Indonesian law.

The issuer is incorporated as a private company with limited liability under the laws of Singapore. All of thedirectors of the issuer reside outside Singapore and substantially all the assets of the issuer and the guarantors arelocated outside Singapore. As a result, it may be difficult for investors to enforce against the issuer judgmentsobtained in non-Singapore courts. Purchasers of the notes may not be able to enforce against the issuer judgmentsobtained in the United States based upon certain of the civil liability provisions of the securities laws of theUnited States or any state thereof in Singapore courts and Singapore courts may not enter judgments in originalactions brought in Singapore courts based solely upon the civil liability provisions of the securities laws of theUnited States or any state thereof.

ENFORCEABILITY OF THE NOTES AND THE GUARANTEES UNDER INDONESIAN LAW

Several Indonesian companies that have defaulted on debt incurred through offshore financing entities(using structures similar to that used in this offering) have sued their creditors in Indonesian courts to invalidatetheir debt obligations and have sought damages from creditors exceeding the original proceeds of the debt issued.In some of these cases, the courts have ruled for the Indonesian companies. Court reports of some of thesedecisions are not available, and those that are available do not provide a clear factual basis or legal rationale forthese judgments. The Indonesian legal system does not recognize the concept of precedent recognized in thecommon law system but does acknowledge the concept of jurisprudence, which means that these cases may havepersuasive force in future cases. Accordingly, an Indonesian court could take a similar approach in any disputeregarding the notes or the guarantees of Berau Coal Energy, Armadian and Berau Coal and declare themunenforceable and may award us damages from purchasers of the notes.

Under the Indonesian Civil Code, a guarantor may waive its right to require an obligee to exhaust its legalremedies against an obligors assets on a guaranteed obligation prior to the obligee exercising its rights under therelated guarantee. The guarantees contains a waiver of this obligation. Nonetheless, Berau Coal Energy,Armadian and Berau Coal could successfully petition a court to require the trustee and noteholders to exhausttheir remedies against the issuer before acting against Berau Coal Energy, Armadian and Berau Coal. If a courtgrants such a request, Berau Coal Energy, Armadian and Berau Coal may not be required to comply with theirobligations under their guarantees until the trustee and noteholders have exhausted all legal remedies against theissuer. This could increase the costs of pursuing a claim and the time required to obtain relief.

For more information on these risks, see Risk FactorsRisks Relating to the Offering Structure.

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FORWARD-LOOKING STATEMENTS

This offering circular contains forward-looking statements that relate to future events which are, by theirnature, subject to significant risks and uncertainties. Statements regarding our forecast production volumes,future financial position and results of operations, strategy, targets and future developments in the markets wherewe participate, including forecast supply and demand in the coal industry, and statements that include the wordsbelieve, expect, aim, intend, will, may, project, estimate, forecast, anticipate, predict,seek, should or similar words or expressions, are forward-looking statements.

The future events referred to in these forward-looking statements involve known and unknown risks,uncertainties and other factors, many of which are beyond our control, which may cause the actual results to bematerially different from those expressed or implied by the forward-looking statements. These forward-lookingstatements are based on numerous assumptions regarding our present and future business strategies and theenvironment in which we operate and are not a guarantee of future performance. Important factors that couldcause the actual results to differ materially from those in the forward-looking statements include the following:

the price of coal, including factors influencing the price of coal, such as domestic, regional and globalsupply and demand;

changes in economic growth of Indonesia and other Asian countries and their demand for coal;

changes in laws or governmental policies affecting the Indonesian, regional or global coal miningindustries;

the inherent difficulty of predicting the presence, yield or quality of coal reserves;

unforeseen difficulties in extracting, processing or transporting coal on an economical basis;

technological changes that affect the extraction, processing, transportation or combustion of coal;

our ability to successfully implement our plans to increase coal production;

accidents, natural disasters or inclement weather at our mines and other facilities;

increasing costs of, or difficulty in obtaining, fuel, raw materials or equipment from suppliers;

loss of, or reductions of purchases by, major customers;

the ability of our contractors to perform in accordance with contractual terms;

increasing inflation in Indonesia; and

depreciation of the Rupiah against the U.S. dollar.

Additional factors that could affect our results include those discussed under Risk Factors. When relyingon forward-looking statements, you should carefully consider the foregoing factors and other uncertainties andevents, especially in light of the political, economic, social and legal environment in which we operate. Suchforward-looking statements speak only as of the date on which they are made. We are not obligated to update orrevise any of them, whether as a result of new information, future events or otherwise. We do not make anyrepresentation, warranty or prediction that the results anticipated by such forward-looking statements will beachieved, and such forward-looking statements represent, in each case, only one of many possible scenarios andshould not be viewed as the most likely or standard scenario. Accordingly, you should not place undue relianceon any forward-looking statements.

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SUMMARY

This summary does not contain all the information that may be important to you in deciding to invest in thenotes. You should read the entire offering circular, including the section entitled Risk Factors and thefinancial statements and related notes thereto included elsewhere in this offering circular, before making aninvestment decision.

Overview

Berau Coal Energy is a holding company that indirectly owns 90% of Berau Coal, the fifth largest coalproducer in Indonesia in terms of production volume in 2009, according to the Annual Coal Production Reportdated December 2009 by Indonesias Ministry of Energy and Mineral Resources. Berau Coal engages inopen-cut mining of coal in its concession area in East Kalimantan, Indonesia, where it holds coal mining rightsuntil April 26, 2025. Berau Coal operates three mining areas in Lati, Binungan and Sambarata, where reserveswere estimated to be 346 million tons as of December 31, 2009, of which 146 million tons are of the provedcategory and 200 million tons are of the probable category, according to MMC. Berau Coals concession area ofapproximately 118,400 hectares also contains three other reserve locations, namely Kelai, Gurimbang and Punan.

Berau Coal supplies coal, both directly and through marketing agents, to customers in Indonesia andelsewhere in Asia. Its customers are mainly utility companies and coal trading companies that purchase coal fromit for resale. In recent years, Berau Coal has derived approximately 40% of its total sales revenues from domesticsales and approximately 60% of its total sales revenues from international sales. Berau Coal exports to customersin China, Hong Kong, India, Japan, South Korea, Taiwan and Thailand.

Berau Coal produces thermal coal at its three mining locations and blends them in order to adjust the overallquality grade of the coal. It markets the coal under four brand namesMahoni, Mahoni-B, Agathis andSungkai, with calorific values ranging from 5,000 kcal/kg to 5,600 kcal/kg (on a gross as received basis) andappropriate levels of ash and sulfur for use in coal-fired power plants in Indonesia and many other Asiancountries.

In 2007, 2008, 2009 and the three months ended March 31, 2010, Berau Coal produced 11.8 million tons,13.1 million tons, 14.3 million tons and 3.7 million tons of coal, respectively. As of July 1, 2010, Berau Coal hadcontracts with aggregate commitments to purchase coal totaling 17.0 million tons in 2010, all of which was at anagreed price.

Berau Coal began producing coal commercially from the Lati and Binungan mines in 1995 and theSambarata mine in 2001. Lati is the largest of its three active mining areas and accounted for 56.8% of itsproduction in 2009. Sambarata has the highest quality coal of all three mining areas in terms of calorific value.The three mining areas are similar in their operations but are independent, with their own separate coal terminalsand barge lines. Berau Coal expects to commence commercial coal production in Gurimbang in 2012 and Kelaiin 2013.

Berau Coal subcontracts all of its mining, barging and drilling and blasting operations, which allows it tominimize capital expenditures and working capital requirements and focus on exploration, mine planning,supervision and sales and marketing. Berau Coal works closely with its two mining contractors, PT BukitMakmur Mandiri Utama (BUMA) and PT Saptaindra Sejati (SIS), each of which undertakes land clearing,overburden removal, coal excavation, hauling activities and road maintenance. However, pursuant to Indonesiasnew mineral and coal mining law and one of its implementing regulations, by September 29, 2012, Berau Coalwill need to amend its existing contracts with its mining contractors and conduct its own coal mining andprocessing activities, as mining services companies will only be allowed to perform overburden removal andtransportation of coal in the mining process.

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Berau Coal uses multiple contractors for each of its other operations, such as barging, coal quality analysisand transshipping. Once the coal is mined, crushed and stockpiled, contractors barge the loads to a transshipmentarea at Muara Pantai in the Sulawesi sea located approximately 50 kilometers to 100 kilometers from the ports atLati, Suaran and Sambarata. At Muara Pantai, higher energy coal from the Sambarata mine is blended with coalfrom the Lati or Binungan mines, depending on the quality grade requirements of the shipment.

In 2007, 2008, 2009 and the three months ended March 31, 2010, we had sales of Rp. 3,445.0 billion, Rp.6,110.2 billion, Rp. 8,318.6 billion and Rp. 2,041.8 billion, respectively, and net income of Rp. 25.6 billion, Rp.170.1 billion, Rp. 853.7 billion and Rp. 219.6 billion, respectively.

In December 2009, PT Recapital Advisors (Recapital) acquired an effective interest of 99% in us.Recapital has brought to Berau Coal new members for its board of commissioners, as well as a new PresidentDirector and a new Finance Director, while maintaining the existing personnel at the operational level with anaim to improve production levels, increase exploration activities and expand Berau Coals infrastructure.

Competitive Strengths

Berau Coals principal competitive strengths are the following:

Sizable and long-standing operations with a consistent track record of production growth.

Low cost coal producer.

Well-positioned to capture growth opportunities in thermal coal markets in Asia.

Strong customer relationships and a high quality customer base.

Experienced management team.

See BusinessCompetitive Strengths.

Strategy

The main elements of Berau Coals business strategy are the following:

Increase coal production at an accelerating rate by expanding infrastructure while managing costs.

Increase coal reserves by using internally generated cash flows from existing mines to explore for newreserves and enhance exploration efforts.

Maintain core customers in Berau Coals domestic and export markets and secure orders from long-termcustomers for the majority of Berau Coals production.

Consider strategic alliances with companies serving the Indonesian mining sector.

Continue to strengthen relationships with local communities through development and environmentalrehabilitation programs.

See BusinessStrategy.

The Issuer

The issuer, Berau Capital Resources Pte. Ltd., was incorporated as a private company limited by sharesunder the laws of Singapore on February 9, 2010. The registered office of the issuer is located at 10 Anson Road,#03-05 International Plaza, Singapore 079903. The issuer is a wholly-owned subsidiary of Berau Coal Energy.The principal activities of the issuer are to issue the notes, lend the proceeds of that issuance to companies in theGroup and undertake administrative functions associated with servicing the notes.

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Organizational Structure

Our organizational structure is set forth in the chart below:

Sojitz Corporation(2)

(Japan)

PT Bentara Energi Asia Utama (Indonesia)

PT Bukit Mutiara (Indonesia)

Berau Coal Energy (Indonesia)

Regulus International Pte. Ltd.

(Singapore)

Maple Holdings Limited (Labuan)

Berau Coal (Indonesia)

Empire CapitalResources Pte. Ltd.

(Singapore)

Winchester InvestmentHoldings PLC(Seychelles)

Aries Investments Limited (Malta)

99.6%(1)

100%

Recent Developments

Guaranteed Senior Secured Notes

On July 8, 2010, we issued $350 million aggregate principal amount of guaranteed senior secured notes due2015 (the existing notes). The notes offered hereby will be additional notes under the indenture pursuant towhich we issued the existing notes. See Description of the Notes.

Senior Secured Credit Facility

On July 23, 2010, we entered into a US$400 million senior secured credit facility (the Senior SecuredCredit Facility) and drew down the entire US$400 million available thereunder.

Berau Coal Energy is the borrower under this facility and its obligations under this facility rank pari passuwith its obligations under its guarantees of the notes. The facility comprises two tranches: (i) tranche A in aprincipal amount of US$300 million and (ii) tranche B in a principal amount of US$100 million. The term loansunder tranche A have a final maturity of four years and the term loans under tranche B have a final maturity of 57months. Both tranches will amortize. The facility has the benefit of guarantees from Berau Coal and othersubsidiaries of Berau Coal Energy that rank pari passu with the guarantees by such entities in favor of the notesand shares with the notes on a pari passu basis in the Common Security (as defined in Description of theNotes). For more information on this facility, including financial and other covenants that we are required tocomply with, events of defaults, and other provisions, see Description of Other Material Indebtedness.

Proposed Acquisition of Maple Holdings Limited

Seacoast Offshore Inc., a wholly-owned special purpose company of Berau Coal Energy, has entered into aconditional share sale and purchase agreement dated May 21, 2010 with Regulus International Pte. Ltd., awholly-owned subsidiary of our parent, PT Bukit Mutiara, to acquire Maple Holdings Limited (Maple), one ofBerau Coals marketing agents, for US$200 million. The payment will be made in two tranches: (i) a payment ofUS$175 million using a portion of the proceeds from the issuance of the notes, the existing notes and the loansunder the Senior Secured Credit Facility and (ii) a payment of US$25 million using a portion of the proceedsfrom a contemplated initial public offering of Berau Coal Energy, as discussed below. Berau Coal Energy willnot own any shares of Maple until the closing of the share sale and purchase agreement, which is conditional onand will follow the contemplated initial public offering of Berau Coal Energy. See Description of MaterialAgreementsAgreement to Acquire Maple Holdings Limited and Risk FactorsWe might not be able tocomplete our proposed acquisition of Maple Holdings Limited.

Repayment of Debt

On July 23, 2010, we paid (or arranged to pay) US$303 million as repayment in full of a US$300 millioncredit facility of our finance subsidiary Empire Capital Resources Pte. Ltd. and US$314 million as repayment infull of a US$300 million loan from our parent, PT Bukit Mutiara, to Berau Coal Energy.

On July 23, 2010, PT Bukit Mutiara paid (or arranged to pay) US$314 million as repayment in full of aUS$300 million credit facility, US$52 million as a partial repayment of a loan from PT Bumi Resources Tbk andUS$52 million as a partial repayment of notes it issued to the sellers of Berau Coal Energy when Recapitalacquired us in December 2009. PT Bukit Mutiara is making these repayments using the proceeds of therepayment of its loan to Berau Coal Energy and the proceeds of the payment of the first installment of theacquisition price of Maple, each as described above.

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Settlement with Montelena Capital Limited

On July 23, 2010, we paid US$20 million to Montelena Capital Limited as full and final settlement of itsclaims against our subsidiary Armadian in connection with an option agreement for shares of Berau Coal. SeeBusinessLitigation.

Proposed Initial Public Offering

Berau Coal Energy is preparing to conduct an initial public offering. The Indonesian Stock Exchange (theIDX) has approved our application to list Berau Coal Energys ordinary shares on the IDX, and the IndonesianCapital Markets and Financial Institutions Supervisory Agency (BAPEPAM-LK) is reviewing our registrationstatement for the initial public offering. Our shares will not be registered under the U.S. Securities Act or thesecurities laws of any jurisdiction other than Indonesia, and there will be no public offering of our shares outsideof Indonesia.

The initial public offering will comprise solely a primary offering by Berau Coal Energy of newly issuedshares. As a result of the initial public offering, we expect that Recapital will beneficially own at least 80.4% ofour issued and outstanding ordinary shares (subject to any sales of our shares that PT Bukit Mutiara makes priorto the closing of the initial public offering) and investors in the initial public offering will own up to 18.2%, withthe remaining 1.4% being held by nominee shareholders. See Principal Shareholders.

We intend to use the proceeds from the initial public offering for the final payment of US$25 million tocomplete our acquisition of Maple, as discussed above, and the remainder for general corporate purposes.

The initial public offering is subject to various factors, including the approval of the BAPEPAM-LK andmarket conditions. Accordingly, we do not know if or when we will be able to complete the IPO.

Corporate Information

Berau Coal Energy was incorporated as a limited liability company under the laws of Indonesia onSeptember 7, 2005. Our registered office is located at Wisma GKBI 38th floor, Jl. Jend Sudirman No. 28, Jakarta10210, Indonesia. The information on Berau Coals website, www.beraucoal.co.id, does not constitute a part ofthis offering circular.

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THE OFFERING

The following summary contains basic information about the notes and is not intended to be complete. Itdoes not contain all the information that is important to you. Some of the terms described below are subject toimportant limitations and exceptions. For a more complete understanding of the notes, see Description of theNotes. Capitalized terms used in this section have the meanings given in Description of the Notes.

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Berau Capital Resources Pte. Ltd.

Parent Guarantor . . . . . . . . . . . . . . . . . . . . . PT Berau Coal Energy Tbk.

Notes Offered . . . . . . . . . . . . . . . . . . . . . . . . US$100,000,000 aggregate principal amount of 12.5% GuaranteedSenior Secured Notes due 2015.

The Notes offered hereby will be issued as Additional Notes underthe Indenture pursuant to which, on July 8, 2010, the Issuer issuedUS$350,000,000 principal amount of its Notes (the Existing Notes).The Notes offered hereby will be treated as a single series with theExisting Notes under the Indenture and will have the same terms asthe Existing Notes. Holders of the Notes offered hereby and theExisting Notes will vote as one class under the Indenture.

Issue Price. . . . . . . . . . . . . . . . . . . . . . . . . . . 103.5% of the principal amount of the Notes plus accrued interestfrom July 8, 2010.

Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . July 8, 2015.

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will bear interest from and including July 8, 2010 at a rateof 12.5% per annum, payable semi-annually in arrears.

Interest Payment Dates . . . . . . . . . . . . . . . . January 8 and July 8 of each year, commencing on January 8, 2011.

Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Notes will:

be general obligations of the Issuer;

be senior in right of payment to any existing and future obligationsof the Issuer expressly subordinated in right of payment to theNotes;

rank at least pari passu in right of payment with all unsubordinatedIndebtedness of the Issuer (subject to any priority rights of suchunsubordinated Indebtedness pursuant to applicable law);

be guaranteed by the Guarantors on an unsubordinated basis; and

be secured by first-priority Liens on the Collateral.

Parent Guarantee . . . . . . . . . . . . . . . . . . . . . The Parent Guarantor will guarantee the due and punctual payment ofthe principal of, premium, if any, and interest on, and all otheramounts payable under, the Notes.

The Parent Guarantee may be released in certain circumstances. SeeDescription of the NotesThe Parent GuaranteeRelease of theParent Guarantee.

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Ranking of the Parent Guarantee . . . . . . . The Parent Guarantee will:

be a general obligation of the Parent Guarantor;

be effectively subordinated to secured obligations of the ParentGuarantor, to the extent of the value of the assets (other than theCommon Security) serving as security therefor;

be senior in right of payment to all future obligations of the ParentGuarantor expressly subordinated in right of payment to the ParentGuarantee; and

rank at least pari passu in right of payment with all unsecured,unsubordinated Indebtedness of the Parent Guarantor (subject toany priority rights of such unsecured, unsubordinated Indebtednesspursuant to applicable law).

Subsidiary Guarantees . . . . . . . . . . . . . . . . PT Armadian Tritunggal, Berau Coal, Empire Capital Resources Pte.Ltd., Winchester Investment Holdings PLC, Aries InvestmentsLimited and Seacoast Offshore Inc. guarantee the Existing Notes andwill guarantee the Notes offered hereby on their issue date. Except forBerau Coal, all of these initial Subsidiary Guarantors are holdingcompanies, financing subsidiaries or dormant companies that do nothave significant operations.

The Parent Guarantor will (i) cause each of its future RestrictedSubsidiaries (other than a Finance Subsidiary), immediately upon theParent Guarantor becoming the direct or indirect holder of more than80% of the Voting Stock of such Restricted Subsidiary, and (ii) use itsreasonable best efforts to cause each of its other future RestrictedSubsidiaries (other than a Finance Subsidiary), immediately uponbecoming a Restricted Subsidiary, to execute and deliver to theTrustee a supplemental indenture to the Indenture pursuant to whichsuch Restricted Subsidiary will guarantee the payment of the Notes.

The Subsidiary Guarantee of each Subsidiary Guarantor will:

be a general obligation of such Subsidiary Guarantor;

be effectively subordinated to secured obligations of suchSubsidiary Guarantor, to the extent of the value of the assets (otherthan the Common Security) serving as security therefor;

be senior in right of payment to all future obligations of suchSubsidiary Guarantor expressly subordinated in right of payment tosuch Subsidiary Guarantee; and

rank at least pari passu in right of payment with all unsecured,unsubordinated Indebtedness of such Subsidiary Guarantor (subjectto any priority rights of such unsecured, unsubordinatedIndebtedness pursuant to applicable law).

Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . The obligations of the Issuer and the Guarantors under the Notes, theGuarantees and the Indenture will be secured by the Notes Collateraland the Common Security.

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For more details on the Collateral, see Description of the NotesSecurity.

Notes Collateral . . . . . . . . . . . . . . . . . . . . . . The Notes Collateral consists of a security interest in the Notes DebtService Account and the Notes Interest Reserve Account.

Common Security . . . . . . . . . . . . . . . . . . . . The Common Security consists of the following:

Subject to the terms and conditions of the Intercreditor Agreementdescribed under the caption Intercreditor Agreement below,the Parent Guarantor has pledged, for the benefit of the SecuredParties, or caused the initial Subsidiary Guarantors to pledge theCapital Stock owned by the Parent Guarantor or such SubsidiaryGuarantor of any Person that is a Restricted Subsidiary (other thana Finance Subsidiary (except the Issuer)) on the date hereof on afirst priority basis (subject to Permitted Liens) in order to securethe obligations under the Common Secured Indebtedness;

The Parent Guarantor has also agreed, for the benefit of theSecured Parties, to pledge, or cause each Subsidiary Guarantor topledge, the Capital Stock owned by the Parent Guarantor or suchSubsidiary Guarantor of any Person that is a Restricted Subsidiaryor becomes a Restricted Subsidiary (other than a FinanceSubsidiary (other than the Issuer)) after the Original Issue Date,immediately upon such Person becoming a Restricted Subsidiary,to secure the obligations under the Common Secured Indebtedness;

Berau Coal has executed deeds of fiduciary security grantingsecurity interests to the Common Security Agent, for the benefit ofthe Secured Parties, with respect to material assets owned by it,including insurance, its rights under certain principal agreementsand its rights to cash receivables under those principal agreements(including coal supply agreements) and all of its intercompanyadvances governed by Indonesian law, in each case, to the extentpermitted by applicable law and subject to relevant third partyconsents;

Each of the Parent Guarantor, the Issuer and the SubsidiaryGuarantors has assigned its interest under intercompany advances(other than those governed by Indonesian law) including anyIntercompany Loans, to the Common Security Agent for thebenefit of the Secured Parties;

The Issuer has executed a security document granting securityinterests to the Common Security Agent for the benefit of theSecured Parties, with respect to all of its property and assets (otherthan the Notes Debt Service Account and the Notes InterestReserve Account);

Berau Coal has executed an assignment of principal agreements,assigning to the Common Security Agent its rights under certainprincipal agreements, including coal supply agreements (other thanthose governed by Indonesian law) described therein;

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Pursuant to various Common Security Documents, each of theParent Guarantor, Berau Coal and certain other RestrictedSubsidiaries has granted to the Common Security Agent, for thebenefit of the Secured Parties, security interests over its respectiverights and claims with respect to onshore accounts as provided forunder the Cash and Accounts Management Agreement; and

Pursuant to various Common Security Documents, each of theIssuer, the Parent Guarantor, Berau Coal and certain otherRestricted Subsidiaries has granted to the Common Security Agent,for the benefit of the Secured Parties, security interests over itsrights and claims with respect to offshore accounts as provided forunder the Cash and Accounts Management Agreement; and BerauCoal will grant to the Common Security Agent security interestsover its rights and claims with respect to its offshore cashreceivables.

Cash and Accounts ManagementAgreement . . . . . . . . . . . . . . . . . . . . . . . . On July 20, 2010, we entered into a Cash and Accounts Management

Agreement, pursuant to which we established a series of domestic andoffshore bank accounts with designated account banks. With certainlimited exceptions, all of the cash receipts of Berau Coal Energy andthe Subsidiary Guarantors, including all the coal sales revenues ofBerau Coal, will be deposited into designated accounts and applied tofund payment of operating expenses, taxes and capital expenditures ofBerau Coal, to fund amounts payable to Sojitz as the 10% shareholderof Berau Coal, and to debt service and required interest reservesunder the Notes and the Senior Secured Credit Facility. After requiredamounts for debt service and interest reserves for the Notes and theloans under the Senior Secured Credit Facility are funded, 50% of theremaining funds will be deposited in a lender reserve account fromwhich funds may only be applied to payment, redemption orrepurchase of senior secured debt, and the other 50% of suchremaining funds will be deposited in a reserve account from which wewill be free to apply funds at our discretion, subject to applicablecovenants in our indebtedness.

The Cash and Accounts Management Agreement is governed by andconstrued in accordance with English law. For more details on thecash and accounts management agreement, see Description ofMaterial AgreementsCash and Accounts Management Agreement.

Intercreditor Agreement . . . . . . . . . . . . . . . On July 19, 2010, the Trustee, on behalf of the Holders, entered intoan intercreditor agreement that governs the relationship among theHolders, the lenders under the New Credit Facility and the holders ofany other Permitted Pari Passu Secured Indebtedness (or theirrepresentatives).

The Intercreditor Agreement is governed by and construed inaccordance with English law. For more details on the IntercreditorAgreement, see Description of the NotesIntercreditor Agreement.

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Notes Interest Reserve Account . . . . . . . . In addition to the amounts required to be deposited and held in theNotes Debt Service Account under the Cash and AccountsManagement Agreement, the Parent Guarantor shall ensure that theNotes Interest Reserve Account has at all times on deposit an amountat least equal to the interest and Additional Amounts, if any, due onthe next Notes Interest Payment Date with respect to the Notes.

Optional Redemption of the Notes . . . . . . At any time and from time to time prior to July 8, 2013, the Issuermay redeem up to 35% of the aggregate principal amount of theNotes with the Net Cash Proceeds of one or more Equity Offerings ata redemption price of 112.5% of the principal amount of the Notes,plus accrued and unpaid interest, if any, to the redemption date;provided that at least 65% of the aggregate principal amount of theNotes originally issued on the Original Issue Date remainsoutstanding after each such redemption and any such redemptiontakes place within 60 days after the closing of the related EquityOffering.

At any time and from time to time prior to July 8, 2013, the Issuermay at its option redeem the Notes, in whole or in part, at aredemption price equal to 100% of the principal amount of the Notesplus the Applicable Premium as of, and accrued and unpaid interest, ifany, to the redemption date.

At any time and from time to time on or after July 8, 2013, the Issuermay redeem the Notes, in whole or in part, at a redemption prices setforth under Description of the NotesOptional Redemption.

Repurchase of Notes upon a Change ofControl Triggering Event. . . . . . . . . . . . Not later than 30 days following a Change of Control Triggering

Event, the Issuer or the Parent Guarantor will make an Offer toPurchase all outstanding Notes (a Change of Control Offer) at apurchase price equal to 101% of the principal amount thereof plusaccrued and unpaid interest, if any, to the Offer to Purchase PaymentDate. See Description of the NotesRepurchase of Notes Upon aChange of Control Triggering Event.

Withholding Tax; AdditionalAmounts . . . . . . . . . . . . . . . . . . . . . . . . . . Payments with respect to the Notes and the Guarantees will be made

without withholding or deduction for taxes imposed by thejurisdictions in which the Issuer or Guarantors are organized orresident for tax purposes or through which payments are made, exceptas required by law. Where such withholding or deduction is requiredby law, the Issuer or the applicable Guarantor will make suchdeduction or withholding and will, subject to certain exceptions, paysuch additional amounts as will result in receipt by the Holder of suchamounts as would have been received by such Holder had no suchwithholding or deduction been required. See Description of theNotesAdditional Amounts.

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Redemption for Taxation Reasons . . . . . . Subject to certain exceptions, the Issuer may redeem the Notes, inwhole but not in part, at a redemption price equal to 100% of theprincipal amount thereof, together with accrued and unpaid interest, ifany, to the date fixed by the Issuer for redemption, if, as a result ofcertain changes in tax law, the Issuer or a Guarantor (as the case maybe) would be required to pay certain additional amounts; providedthat where the additional amounts are payable as a result of changesaffecting Indonesian taxes, the Notes may be redeemed only in theevent that the withholding rate exceeds 20%. See Description of theNotesRedemption for Taxation Reasons.

Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . The Indenture contains covenants that, among other things, limit theability of the Issuer, the Parent Guarantor and the RestrictedSubsidiaries to:

incur additional Indebtedness;

make investments or other specified Restricted Payments;

declare dividends on Capital Stock or purchase or redeem CapitalStock;

enter into agreements that restrict the Restricted Subsidiariesability to pay dividends and transfer assets or make inter-companyloans;

issue or sell Capital Stock of Restricted Subsidiaries;

have Restricted Subsidiaries issue guarantees;

enter into transactions with equity holders or affiliates;

create any Lien;

enter into Sale and Leaseback Transactions;

sell assets;

engage in different business activities; or

effect a consolidation or merger.

These covenants are subject to a number of important limitations,exceptions and qualifications. See Description of the Notes.

Selling and Transfer Restrictions . . . . . . . The Notes will not be registered under the U.S. Securities Act orunder any state securities law of the United States and will be subjectto customary restrictions on transfer and resale. See TransferRestrictions.

Form, Denomination and Registration. . . The Notes will be issued only in fully registered form, withoutcoupons, in denominations of US$100,000 and integral multiples ofUS$1,000 in excess thereof and will be initially represented by GlobalNotes registered in the name of a nominee of DTC.

Book-Entry Only . . . . . . . . . . . . . . . . . . . . . The Notes will be issued in book-entry form through the facilities ofDTC for the accounts of its participants, including Euroclear and

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Clearstream. For a description of certain factors relating to clearanceand settlement, see Description of the NotesBook-Entry; Deliveryand Form.

Delivery of the Notes . . . . . . . . . . . . . . . . . We expect to make delivery of the Notes, against payment insame-day funds, on or about July 29, 2010, which we expect will bethe third business day following the date of this offering circular,referred to as T+3. See Plan of DistributionDelivery, Paymentand Settlement.

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . The Issuer will on-lend the net proceeds of this offering to companiesin our Group, which will in turn use the funds, together with theproceeds of the existing notes, the Senior Secured Credit Facility andcash released from Berau Coals former cash and accountsmanagement agreement, to repay indebtedness and make the firstpayment for our proposed acquisition of Maple. See Use ofProceeds.

Rule 144A Global Note . . . . . . . . . . . . . . . CUSIP Number: 083518 AA8ISIN: US083518AA82Common Code: 052401658

Regulation S Global Note . . . . . . . . . . . . . CUSIP Number: Y1004W AA4ISIN: USY1004WAA46Common Code: 052401267

Governing Law . . . . . . . . . . . . . . . . . . . . . . The Notes and the Guarantees (other than the Indonesian LawGuarantees) will be, and the Indenture is, governed by, and construedin accordance with the laws of, the State of New York. TheIndonesian Law Guarantees will be governed by, and construed inaccordance with, the laws of the Republic of Indonesia.

Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Bank USA, National Association.

Principal Paying Agent, Transfer Agentand Registrar . . . . . . . . . . . . . . . . . . . . . . HSBC Bank USA, National Association.

Common Security Agent . . . . . . . . . . . . . . Credit Suisse AG, Singapore Branch.

Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We have received approval-in-principle for the listing of the Notes onthe SGX-ST. The Notes will be traded on the SGX-ST in a minimumboard lot size of US$200,000 for so long as the Notes are listed on theSGX-ST.

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . For a discussion of certain factors that should be considered inevaluating an investment in the Notes, see Risk Factors.

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SUMMARY FINANCIAL INFORMATION AND OTHER DATA

You should read the following summary financial information and other data together with the sectionentitled Managements Discussion and Analysis of Financial Condition and Results of Operations and thefinancial statements and related notes included elsewhere in this offering circular.

PT Berau Coal Energy Tbk

We have derived the following summary financial information from our financial statements as of and forthe years ended December 31, 2007, 2008 and 2009, which have been audited by KAP Tjiendradjaja andHandoko Tomo (formerly KAP Handoko Tomo), independent public accountants, and our unaudited financialstatements as of and for the three months ended March 31, 2009 and 2010, all of which are included elsewhere inthis offering circular. Our unaudited financial statements as of and for the three months ended March 31, 2009and 2010 have been reviewed by KAP Tjiendradjaja and Handoko Tomo and contain all adjustments that ourmanagement believes are necessary for the fair presentation of such information. Results for interim periods arenot necessarily indicative of results for the full year.

Our financial statements as of and for the year ended December 31, 2007 have been restated. The figuresincluded below are the restated figures. See Note 41 to our financial statements as of and for the years endedDecember 31, 2007, 2008 and 2009 included elsewhere in this offering circular.

Our financial statements are reported in Rupiah, and our functional currency is the Rupiah. We prepare andpresent our financial statements in accordance with Indonesian GAAP, which differs in certain respects fromU.S. GAAP. For a description of certain differences between Indonesian GAAP and U.S. GAAP, see Summaryof Certain Principal Differences Between Indonesian GAAP and U.S. GAAP.

Year Ended December 31, Three Months Ended March 31,

2007 2008 2009 2009(1) 2009 2010 2010(2)

(Rp. in billions and US$ in millions)Statement of IncomeData:

Sales . . . . . . . . . . . . . . . . . . Rp.3,445.0 Rp.6,110.2 Rp.8,318.6 US$885.0 Rp.1,721.1 Rp.2,041.8 US$224.0Cost of goods sold . . . . . . 2,658.4 4,458.8 4,921.4 523.6 1,036.9 1,473.2 161.6

Gross profit . . . . . . . . . . . . 786.6 1,651.4 3,397.2 361.4 684.2 568.6 62.4Operating expenses:

General andadministrative . . . 120.3 179.4 270.2 28.7 39.5 125.3 13.8

Selling andmarketing . . . . . . . 39.1 64.0 101.4 10.8 22.2 29.0 3.2

Total operatingexpenses . . . . . . . . . . . . 159.4 243.4 371.6 39.5 61.7 154.3 17.0

Operating income. . . . . . . 627.2 1,408.0 3,025.6 321.9 622.5 414.3 45.4

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2007 2008 2009 2009(1) 2009 2010 2010(2)

(Rp. in billions and US$ in millions)Other income (charges):

Interest income . . . . . . 225.4 243.2 259.7 27.6 71.8 5.1 0.6Foreign exchange gain(loss) net. . . . . . . . (39.1) (155.7) 175.9 18.7 (78.6) 236.1 25.9

Realization ofdifference in valuefrom restructuringtransactions ofentities undercommon control . . . 8.0 0.8

Interest expenses. . . . . (300.6) (294.4) (280.4) (29.8) (81.7) (100.9) (11.1)Loss from earlyredemption ofsenior notes . . . . . . . (156.3) (16.6)

Amortization ofdeferred financingcharges. . . . . . . . . . . (19.9) (21.1) (67.6) (7.2) (6.3) (34.1) (3.7)

Amortization ofgoodwill. . . . . . . . . . (49.3) (49.3) (38.6) (4.1) (12.3) (30.7) (3.4)

Others net . . . . . . . . . 4.8 4.9 4.9 0.5 0.4 (0.2)

Other income (charges) net . . . . . . . . . . . . . . . . . . . (178.7) (272.4) (94.4) (10.1) (106.7) 75.3 8.3

Income before income taxexpense . . . . . . . . . . . . . . . 448.5 1,135.6 2,931.2 311.8 515.8 489.6 53.7

Income tax expense. . . . . . . (256.6) (597.4) (1,291.7) (137.4) (261.6) (239.9) (26.3)

Income before minorityinterest in net income ofconsolidatedsubsidiaries . . . . . . . . . . . 191.9 538.2 1,639.5 174.4 254.2 249.7 27.4

Minority interest in netincome of consolidatedsubsidiaries . . . . . . . . . . . (166.3) (368.1) (785.8) (83.6) (159.4) (30.1) (3.3)

Net income . . . . . . . . . . . . . . Rp. 25.6 Rp. 170.1 Rp. 853.7 US$ 90.8 Rp. 94.8 Rp. 219.6 US$ 24.1

Notes:(1) Converted into U.S. dollars at the rate of Rp. 9,400 = US$1.00, which was the exchange rate as of

December 31, 2009.(2) Converted into U.S. dollars at the rate of Rp. 9,115 = US$1.00, which was the exchange rate as of March 31,

2010.

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As of December 31, As of March 31,

2007 2008 2009 2009(1) 2009 2010 2010(2)

(Rp. in billions and US$ in millions)

Balance Sheet Data:Total current assets . . . Rp.1,462.9 Rp.2,820.8 Rp. 4,448.2 US$ 473.2 Rp.3,336.7 Rp. 4,734.6 US$ 519.4Total non-currentassets(3) . . . . . . . . . . . 3,378.5 4,078.6 7,832.6 833.3 4,484.4 7,618.2 835.8

Total assets . . . . . . . . . . 4,841.4 6,899.4 12,280.8 1,306.5 7,821.1 12,352.8 1,355.2

Total currentliabilities(3) . . . . . . . . 1,344.9 2,383.4 5,482.1 583.2 2,840.5 5,590.6 613.3

Total non-currentliabilities(3) . . . . . . . . 2,904.7 3,113.9 2,968.6 315.8 3,206.6 2,863.5 314.2

Total liabilities . . . . . . . 4,249.6 5,497.3 8,450.7 899.0 6,047.1 8,454.1 927.5

Minority interest in netassets ofconsolidatedsubsidiaries . . . . . . . . 523.1 1,024.5 324.5 34.5 1,241.6 344.2 37.8

Total equity . . . . . . . . . . 68.7 377.6 3,505.6 373.0 532.4 3,554.5 389.9

Total liabilities andequity . . . . . . . . . . . . . Rp.4,841.4 Rp.6,899.4 Rp.12,280.8 US$1,306.5 Rp.7,821.1 Rp.12,352.8 US$1,355.2



2010.(3) Deferred financing charges were offset with short-term loans as of December 31, 2009 and senior notes as

of December 31, 2007 and 2008 to conform to the March 31, 2010 consolidated financial statementspresentation.

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2007 2008 2009 2009(1) 2009 2010 2010(2)

(Rp. in billions and US$ in millions)

Statement of Cash FlowData:

Net cash flows fromoperating activities(3). . . . . Rp. 281.2 Rp.1,048.5 Rp. 2,372.4 US$ 252.4 Rp. 444.2 Rp. 505.9 US$ 55.5

Net cash flows provided by(used in) investingactivities . . . . . . . . . . . . . . . (264.0) (201.4) (3,697.7) (393.4) 78.8 (342.9) (37.6)

Net cash flows provided by(used in) financingactivities . . . . . . . . . . . . . . . (6.4) (266.0) 2,115.9 225.1 (82.4) (2.1) (0.3)

Effect of exchange ratechanges(3) . . . . . . . . . . . . . . 1.8 (88.0) (13.1) (1.4) (14.1) (4.0) (0.4)

Net increase in cash andcash equivalents. . . . . . . . . 12.6 493.1 777.5 82.7 426.5 156.9 17.2

Cash and cash equivalents atthe beginning of theperiod. . . . . . . . . . . . . . . . . . 520.7 533.3 1,026.4 109.2 1,026.4 1,803.9 197.9

Cash and cash equivalents atthe end of the period . . . . . Rp. 533.3 Rp.1,026.4 Rp. 1,803.9 US$ 191.9 Rp.1,452.9 Rp.1,960.8 US$215.1



2010.(3) Effect of exchange rate changes on cash and cash equivalents are presented separately from cash flows from

operating activities.

Non-GAAP financial measures are set out below:


2007 2008 2009 2009(1) 2009 2010 2010(2)

(Rp. in billions and US$ in millions, except for ratios)

Non-GAAP FinancialMeasures:

EBITDA(3) . . . . . . . . . . . . . . . . Rp.705.3 Rp.1,484.4 Rp.3,111.9 US$331.1 Rp. 645.0 Rp. 523.0 US$ 57.3Interest expenses . . . . . . . . . . . 300.6 294.4 280.4 29.8 81.7 100.9 11.1Total debt(4) . . . . . . . . . . . . . . . 2,987.7 3,214.9 5,539.5 589.3 3,332.1 5,396.1 592.0Total debt/EBITDA(5) . . . . . . . 4.2 2.2 1.8 1.8 1.3 2.6 2.6EBITDA/interest expenses . . 2.3 5.0 11.1 11.1 7.9 5.2 5.2



2010.(3) We calculate EBITDA by adding depreciation and amortization, foreign exchange losses, interest expense,

loss from early redemption of senior notes, minority interest in the net income of subsidiaries and incometax expenses and subtracting interest income, foreign exchange gains, realization in value from restructuring

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transactions of entities under common control and income tax benefit from net income as calculated underIndonesian GAAP. EBITDA is a supplemental measure of our performance that is not required by, orpresented in accordance with, Indonesian GAAP or U.S. GAAP. EBITDA is not a measurement of financialperformance or liquidity under Indonesian GAAP or U.S. GAAP and should not be considered as analternative to net income, operating income or any other performance measures derived in accordance withIndonesian GAAP or U.S. GAAP or an alternative to cash flows from operating activities as a measure ofliquidity. Our presentation of EBITDA may not be comparable to similarly titled measures presented byother companies or Consolidated EBITDA as defined in the notes or our Senior Secured Credit Facility.You should not compare our EBITDA with EBITDA presented by other companies because not allcompanies use the same definition. We have included EBITDA because we believe it is an indicativemeasure of our operating performance and is used by investors and analysts to evaluate companies in ourindustry. See Managements Discussion and Analysis of Financial Condition and Results of OperationsEBITDA. The following table reconciles our net income under Indonesian GAAP to our definition ofEBITDA for the periods indicated:


2007 2008 2009 2009(a) 2009 2010 2010(b)

(Rp. in billions and US$ in millions)Net income . . . . . . . . . . . . . . . . . . . . . Rp. 25.6 Rp.170.1 Rp. 853.7 US$ 90.8 Rp. 94.8 Rp. 219.6 US$ 24.1Adjustments:

Interest expenses (net ofinterest income) . . . . . . . . . . 75.2 51.2 20.7 2.2 9.9 95.8 10.5

Income tax expense . . . . . . . . . 256.6 597.4 1,291.7 137.4 261.6 239.9 26.3Depreciation andamortization(c) . . . . . . . . . . . . 73.3 71.5 81.4 8.7 22.1 20.1 2.2

Amortization of deferredfinancing charges . . . . . . . . . 19.9 21.1 67.6 7.2 6.3 34.1 3.7

Amortization of goodwill . . . . 49.3 49.3 38.6 4.1 12.3 30.7 3.4Amortization of coalresources . . . . . . . . . . . . . . . . 88.8 9.7

Foreign exchange loss (gain) net . . . . . . . . . . . . . . . . . . . . 39.1 155.7 (175.9) (18.7) 78.6 (236.1) (25.9)

Realization in value fromrestructuring transactions ofentities under commoncontrol . . . . . . . . . . . . . . . . . . (8.0) (0.8)

Loss from early redemption ofsenior notes . . . . . . . . . . . . . . 156.3 16.6

Minority interest in netincome of consolidatedsubsidiaries . . . . . . . . . . . . . . 166.3 368.1 785.8 83.6 159.4 30.1 3.3

EBITDA . . . . . . . . . . . . . . . . . . . . . . . Rp.705.3 Rp.1,484.4 Rp.3,111.9 US$331.1 Rp.645.0 Rp. 523.0 US$ 57.3

(a) Converted into U.S. dollars at the rate of Rp. 9,400 = US$1.00, which was the exchange rate as ofDecember 31, 2009.

(b) Converted into U.S. dollars at the rate of Rp. 9,115 = US$1.00, which was the exchange rate as ofMarch 31, 2010.

(c) Depreciation represents depreciation of fixed assets, and amortization represents amortization ofdeferred exploration and development costs.

(4) Total debt includes long-term debt (net of current maturities), short-term debt and current maturities of long-term debt.

(5) EBITDA for the three months ended March 31, 2009 and 2010 are annualized for the purpose of presentingtotal debt/EBITDA.

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PT Berau Coal

We have derived the following summary financial information from Berau Coals financial statements as of andfor the year ended December 31, 2007, which have been audited by KAP Jimmy Budhi & Rekan, independent publicaccountants, its financial statements as of and for the years ended December 31, 2008 and 2009, which have beenaudited by KAP Tjiendradjaja and Handoko Tomo (formerly KAP Handoko Tomo), independent public accountants,and its unaudited financial statements as of and for the three months ended March 31, 2009 and 2010, all of which havebeen included elsewhere in this offering circular. Berau Coals unaudited financial statements as of and for the threemonths ended March 31, 2009 and 2010 have been reviewed by KAP Tjiendradjaja and Handoko Tomo and containall adjustments that Berau Coals management believes are necessary for the fair presentation of such information.Results for interim periods are not necessarily indicative of results for the full year.

Berau Coals financial statements are reported in U.S. dollars, and its functional currency is the U.S. dollar.Berau Coal prepares and presents its financial statements in accordance with Indonesian GAAP, which differs incertain respects from U.S. GAAP. For a description of certain differences between Indonesian GAAP and U.S.GAAP, see Summary of Certain Principal Differences Between Indonesian GAAP and U.S. GAAP.


2007 2008 2009 2009 2010

(US$ in millions)

Statement of Income Data:Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$384.2 US$631.2 US$ 800.0 US$148.0 US$220.5Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . 296.1 460.6 473.3 89.2 149.5

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88.1 170.6 326.7 58.8 71.0Operating expenses:

Selling and marketing . . . . . . . . . . . . . . . . 4.3 6.6 9.7 1.9 3.1General and administrative . . . . . . . . . . . 13.4 18.3 23.6 3.4 13.5

Total operating expenses . . . . . . . . . . . . . . . . . . 17.7 24.9 33.3 5.3 16.6

Operating income . . . . . . . . . . . . . . . . . . . . . . . . 70.4 145.7 293.4 53.5 54.4Other income (expenses):

Interest income . . . . . . . . . . . . . . . . . . . . . . 32.1 30.4 28.7 7.3 7.2Gain (loss) on foreign exchangenet . . (1.5) (4.6) 4.3 (2.8) 4.7Amortization of deferred financingcharges. . . . . . . . . . . . . . . . . . . . . . . . . . . (2.2) (2.2) (6.5) (0.5) (3.7)

Interest expenses . . . . . . . . . . . . . . . . . . . . (33.8) (30.4) (26.9) (7.0) (4.2)Loss from early redemption of seniornotes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15.0)

Othersnet . . . . . . . . . . . . . . . . . . . . . . . . . 0.8 0.4 0.4 0.0 (0.0)

Other income (charges)net . . . . . . . . . . . . . . (4.6) (6.4) (15.0) (3.0) 4.0

Income before income tax expense . . . . . . . . . 65.8 139.3 278.4 50.5 58.4Income tax expense . . . . . . . . . . . . . . . . . . . . . . (28.7) (61.7) (124.2) (22.5) (25.9)

Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$ 37.1 US$ 77.6 US$ 154.2 US$ 28.0 US$ 32.5

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As of December 31, As of March 31,

2007 2008 2009 2009 2010

(US$ in millions)

Balance Sheet Data:Total current assets . . . . . . . . . . . . . . . . . . . . . . . US$152.8 US$255.3 US$473.2 US$285.9 US$ 519.1Total non-current assets(1). . . . . . . . . . . . . . . . . . 411.0 437.7 470.8 455.4 485.1

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 563.8 693.0 944.0 741.3 1,004.2

Total current liabilities(1). . . . . . . . . . . . . . . . . . . 142.6 217.4 583.0 245.4 612.4Total non-current liabilities(1) . . . . . . . . . . . . . . 307.9 284.6 15.8 277.0 14.2

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 450.5 502.0 598.8 522.4 626.6

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.3 191.0 345.2 218.9 377.6

Total liabilities and equity . . . . . . . . . . . . . . . . . US$563.8 US$693.0 US$944.0 US$741.3 US$1,004.2

Note:(1) Deferred financing charges were offset with short-term loans as of December 31, 2009 and senior notes as

of December 31, 2008 and 2007 to conform to the March 31, 2010 consolidated financial statementspresentation.


2007 2008 2009 2009 2010

(US$ in millions)

Statement of Cash Flow Data:Net cash flows provided by operatingactivities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$ 59.7 US$ 97.8 US$249.4 US$ 30.6 US$ 74.6

Net cash flows provided by (used in) investingactivities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25.1) (4.5) (97.2) 8.9 (40.6)

Net cash flows used in financing activities . . . . . (34.5) (56.2) (52.0) (7.7) (11.1)Net increase in cash and cash equivalents. . . . . . 0.1 37.1 100.2 31.8 22.9Cash and cash equivalents at the beginning ofthe period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.5 54.6 91.7 91.7 191.9

Cash and cash equivalents at the end of theperiod. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$ 54.6 US$ 91.7 US$191.9 US$123.5 US$214.8

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Non-GAAP financial measures are set out below:


2007 2008 2009 2009 2010

(US$ in millions, except for ratios)

Non-GAAP Financial Measures:EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US$ 79.3 US$153.5 US$301.6 US$ 55.4 US$ 56.6Interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . 33.8 30.4 26.9 7.0 4.2Total debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317.2 293.6 289.3 287.9 292.0Total debt/EBITDA(3) . . . . . . . . . . . . . . . . . . . . . 4.0 1.9 1.0 1.3 1.3EBITDA/Interest expenses. . . . . . . . . . . . . . . . . 2.3 5.0 11.2 7.9 13.5