TIDMAR.
RNS Number : 7178A
Archipelago Resources PLC
04 February 2011
Archipelago Resources Plc
Posting of Notice to Shareholders regarding General Meeting
Archipelago proposes to call a General Meeting of Shareholders
on 23 February 2011 to seek authority to appoint Stephen Sulistyo
as Chairman of the Company.
The full text of the notice is reproduced below and will be
available from the Company's website
www.archipelagoresources.com.au
Further info: Colin Loosemore, Managing Director, Archipelago
Resources Plc
Tel: 00-618-9364-8301
Shaun Whyte, Ambrian Partners Ltd
Tel: 020-7634-4700
Gerry Beaney / Fiona Kindness / David Hignell, Grant Thornton
Corporate Finance
Tel: 020 7383 5100
Bobby Morse / Katharine Sutton, Buchanan Communications
Tel:020 7466 5000
www.archipelagoresources.com.au
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. It contains the Resolution to be voted on at a General
Meeting of Archipelago Resources Plc ("Archipelago" or the
"Company") to be held on 23 February 2011. If you are in any doubt
as to the action you should take, you are recommended to seek your
own personal financial advice from an independent financial adviser
authorised under the Financial Services and Markets Act 2000 (as
amended).
If you have sold or transferred all your ordinary shares of 1p
each in the Company ("Ordinary Shares"), please send this document
and the accompanying form of proxy (the "Form of Proxy") for use in
relation to the General Meeting of the Company (the "General
Meeting" or "GM") to the purchaser or transferee or the
stockbroker, bank or other agent through whom the sale or transfer
was effected, for transmission to the purchaser or transferee. If
you have sold or otherwise transferred some of your Ordinary Shares
you should consult with the stockbroker, bank or other agent
through whom the sale or transfer was effected.
The Directors, whose names appear below, accept responsibility
for the contents of this document. To the best of the knowledge and
belief of the Directors (who have taken all reasonable care to
ensure that such is the case), the contents of this document are in
accordance with the facts and do not omit anything likely to affect
the import of such contents.
The document does not constitute an offer or invitation to you
or to the public to subscribe for or purchase any Ordinary Shares
or other transferable securities.
ARCHIPELAGO RESOURCES PLC (Incorporated in England & Wales
under the Companies Act 1985 and 2006 with Registered Number
4425340)
NOTICE OF GENERAL MEETING
APPOINTMENT OF CHAIRMAN
Your attention is drawn to the letter from the Managing Director
of the Company which is set out in this document and which
recommends you vote in favour of the resolution to be proposed at
the General Meeting referred to below.
The notice of General Meeting to be held at 8.30 a.m. on 23
February 2011 at the offices of Lawrence Graham LLP, 4 More London
Riverside, London SE1 2AU, is set out at the end of this document
(the "Notice of General Meeting"). The Form of Proxy is for use in
connection with the GM and should be completed by the holders of
Ordinary Shares (the "Shareholders") and returned as soon as
possible but, in any event, so as to be received by the Company's
registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion
and Lamb Yard, Farnham, Surrey GU9 7LL by no later than 8.30 a.m.
on 21 February 2011. Completion and return of a Form of Proxy will
not preclude Shareholders from attending and voting at the GM
should they so wish.
The distribution of this document in jurisdictions other than
the United Kingdom may be restricted by law and therefore persons
into whose possession this document and/or the accompanying Form of
Proxy comes should inform themselves about and observe such
restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction
ARCHIPELAGO RESOURCES PLC (Incorporated in England & Wales
under the Companies Act 1985 and 2006 with Registered Number
4425340)
Directors: Registered
Office:
John Colin Loosemore (Managing 22 Melton Street
Director) London
Eddy Porwanto (Non Executive) NW1 2BW
Stephen Sulistyo (Non Executive)
Graeme Duncan (Non Executive)
Jeremy Ayre (Non Executive)
To the holders of Ordinary Shares and for information only,
holders of options under the Archipelago Resources Plc 2002
Unapproved Share Option Scheme and RMB Resources Limited.
4 February 2011
Dear Shareholder
1. General Meeting
This document is being sent to you in connection with the
proposed appointment of Stephen Sulistyo as Chairman of the
Company. This document explains why the Company is seeking to
appoint Stephen Sulistyo as Chairman and provides you with
information to enable you to exercise your vote at the forthcoming
General Meeting to be held at 8.30 a.m. on 23 February 2011 at the
offices of Lawrence Graham LLP, 4 More London Riverside, London SE1
2AU, notice of which is set out at the end of this document.
2. Appointment of Chairman
Pursuant to the amendments to the Articles of Assocation as
circulated and approved by the Company at the general meeting held
on 2 November 2010, Article 99 states that shareholder approval by
way of an ordinary resolution is required to appoint a new
Chairman. Stephen Sulistyo, the current Managing Director of
Business Development of PT Rajawali Corporation and non executive
director of the Company has expressed his interest to stand as
Chairman of the Company. Stephen Sulistyo has previous experience
as President Director and Managing Director for both listed and
non-listed companies. In addition, Stephen Sulistyo has acted as a
Comissioner for numerous companies, including currently acting as
an Independent Commissioner for BW Plantation (BWPT), an Indonesian
oil palm plantation company listed on the Indonesia Stock
Exchange.
3. Resolution
The resolution to be proposed at the General Meeting is set out
in the Notice of General Meeting at the end of this document (the
"Resolution"). The Resolution will be proposed as follows:
The Resolution will be proposed as an ordinary resolution to
appoint Stephen Sulistyo as Chairman of the Company for a period of
three years and such appointment requires shareholder approval to
comply with Article 99 of the Articles of Association of the
Company.
The Notice of General Meeting is contained at the end of this
document and sets out the Resolution in full. The General Meeting
is to be held at the offices of Lawrence Graham LLP, 4 More London
Riverside, London SE1 2AU at 8.30 a.m. on 23 February 2011.
4. Action to be taken
Enclosed with this document is a Form of Proxy for use at the
General Meeting. Whether or not you intend to be present at the
meeting, you are requested to complete and return the Form of Proxy
to the Company's Registrars, Share Registrars Limited by post at
Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9
7LL, or by fax on 01252 719232, so as to be received as soon as
possible and in any event not later than 8.30 a.m. on 21 February
2011.
Completion and return of a Form of Proxy will not preclude you
from attending the General Meeting and voting in person should you
so wish.
5. Expected timetable
Latest time and date for receipt of Forms of Proxy 8.30 a.m. on
21 February 2011.
Time and date of General Meeting 8.30 a.m. on 23 February
2011.
6. Recommendation
The Directors consider that the Resolution is in the best
interests of the Company and its Shareholders as a whole and
accordingly recommend that the Shareholders vote in favour of the
Resolution, as they intend to do in respect of their own holdings
and interests beneficially held by them amounting to 12,687,600
Ordinary Shares (representing approximately 2.2% of the current
issued share capital of the Company).
Yours faithfully
John Colin Loosemore
Managing Director
ARCHIPELAGO RESOURCES PLC
(Registered Number: 4425340)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the above named
Company will be held at the offices of Lawrence Graham LLP, 4 More
London Riverside, London SE1 2AU at 8.30 a.m. on 23 February 2011
for the purpose of considering and if thought fit passing the
following resolution which will be proposed as an ordinary
resolution.
ORDINARY RESOLUTION
That, in accordance with Article 99 of the Articles of
Association of the Company, Stephen Sulistyo be and is hereby
appointed as Chairman of the Company for a period of three
years.
Dated 4 February 2011
Registered Office: By Order of the Board
22 Melton Street Secretary
London NW1 2BW Cargil Management Services Limited
NOTES:
1. A member entitled to attend and vote at the above Meeting
convened by this notice is entitled to appoint one or more proxies
to attend and vote and, on a poll, to vote instead of him or her. A
proxy need not be a member of the Company but must attend the
Meeting to represent you. Details of how to appoint the Chairman of
the Meeting or another person as your proxy using the Form of Proxy
are set out in the notes to the Form of Proxy.
2. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
appoint more than one proxy to exercise rights attached to any one
share. To appoint more than one proxy please contact Share
Registrars Limited on 01252 821390.
3. A Form of Proxy is enclosed. To be effective, the Form of
Proxy, together with any power of attorney or other written
authority under which it is signed, or a notarially certified copy
or a certified copy in accordance with the Powers of Attorney Act
1971 of such power or written authority must be completed signed
and to be valid the proxy must be duly executed and deposited with
the Company at the offices of the Company's registrars, Share
Registrars Limited, Suite E, First Floor 9 Lion and Lamb Yard,
Farnham, Surrey GU9 7LL or returned by fax on 01252 719232 not
later than 8.30 a.m. on 21 February 2011.
4. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 to be entitled to attend and vote at the Meeting
(and for the purposes of the determination by the Company of the
number of votes they may cast), members must be entered on the
Register of Members of the Company by close of business on 21
February 2011 or, in the event that the Meeting is adjourned, on
the Register of Members of the Company not more than 48 hours
before the time of any adjourned Meeting, and only such members
shall be entitled to attend and vote at the Meeting in respect of
the number of shares registered in their name at that time. Changes
to entries on the Register of Members after close of business on 21
February 2011 or, in the event that the Meeting is adjourned, not
more than 48 hours before the time of any adjourned Meeting, shall
be disregarded in determining the rights of any person to attend
and vote at the Meeting.
5. In the case of joint holders, the vote of the senior who
tenders a vote, whether in person or by proxy, will be accepted to
the exclusion of the votes of any other joint holders. For these
purposes, seniority shall be determined by the order in which the
names stand in the Register of Members in respect of the joint
holding.
6. In the case of a corporation, the Form of Proxy must be
executed under its common seal or signed on its behalf by a duty
authorized attorney or duly authorized officer of the
corporation.
7. A vote withheld option is provided on the Form of Proxy to
enable you to instruct your proxy not to vote on any particular
resolution. However it should be noted that a vote withheld in this
way is not a "vote" in law and will not be counted in the
calculation of the proportion of votes "For" and "Against" a
resolution.
8. To change your proxy instructions simply submit a new proxy
appointment using the methods set out above. Note that the cut-off
time for receipt of proxy appointments (see above) also apply in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded. Where
you have appointed a proxy and would like to change the
instructions using another hard-copy proxy form, please contact
Share Registrars Limited. If you submit more than one valid proxy
appointment, the appointment received last before the latest time
for the receipt of proxies will take precedence.
9. In order to revoke a proxy instruction you will need to
inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to Share
Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard,
Farnham, Surrey GU9 7LL. In the case of a member which is a
company, the revocation notice must be executed under its common
seal or signed on its behalf by an officer of the company or an
attorney for the company. Any power of attorney or any other
authority under which the revocation notice is signed (or a duly
certified copy of such power or authority) must be included with
the revocation notice. The revocation notice must be received by
Share Registrars Limited no later than 8.30 a.m on 21 February
2011. If you attempt to revoke your proxy but the revocation is
received after the time specified then, subject to paragraph 10
below, your proxy appointment will remain valid.
10. Appointment of a proxy does not preclude you from attending
the Meeting and voting in person. If you have appointed a proxy and
attend the Meeting in person, your proxy appointment will
automatically be terminated.
11. As at 9.00 a.m. on 3 February 2011 the Company's issued
share capital comprised 569,197,635 ordinary shares of 1p each
("Ordinary Shares") each Ordinary Share carries the right to one
vote at a general meeting of the Company and therefore the total
number of voting rights in the Company as at 9.00 a.m. on 3
February 2011 is 569,197,635.
FORM OF PROXY
ARCHIPELAGO RESOURCES PLC
(Registered Number: 4425340)
For use at the General Meeting to be convened for 8.30 a.m. on
23 February 2011
I/We __________________________________________
(BLOCK CAPITALS)
of __________________________________________
being (a) member(s) of the above named Company hereby appoint
the Chairman of the General Meeting or _______________________ (see
Note 2) as my/our proxy to attend, speak and vote for me/us on
my/our behalf at the General Meeting of the Company to be held at
the offices of Lawrence Graham LLP, 4 More London Riverside, London
SE1 2AU at 8.30 a.m. on 23 February 2011 (the "Meeting") and at
every adjournment thereof and I/we direct my/our proxy to vote as
indicated below.
For Against Withheld
----------- ----------------------------------- ---- -------- ---------
Resolution Appointment of Stephen Sulistyo as
Chairman of the Company
----------- ----------------------------------- ---- -------- ---------
Please indicate with a cross in the appropriate box how you wish
your votes to be cast on the resolution. Unless so instructed, your
proxy will vote or abstain at his/her discretion, as he/she will on
any other matter (including amendments to the resolution) which may
properly come before the Meeting. This Form of Proxy will be used
only in the event that a poll be directed or demanded.
Signed: ____________________________________ Date:
__________________________
(See Notes 5 and 7)
Please tick here to indicate that this proxy instruction is in
addition to a previous instruction. Otherwise it will overwrite any
previous instruction. I/we would like my/our proxy to vote on the
resolution proposed at the Meeting as indicated on this form.
Unless otherwise instructed the proxy may vote as he or she sees
fit or abstain in relation to any business of the Meeting.
Notes:
1. A member entitled to attend and vote at the Meeting is also
entitled to appoint one or more proxies to attend, speak and vote
instead of him. The proxy need not be a member of the Company. A
member may appoint more than one proxy in relation to the Meeting,
provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by that member
2. If you wish to appoint some other person as your proxy,
please delete the words 'the Chairman of the Meeting or' and insert
the full name of your proxy in the space provided.
3. If you wish you may appoint more than one proxy in relation
to the Meeting, provided that each proxy is appointed to exercise
the rights attached to a different share or shares held by that
member. To appoint more than one proxy please photocopy this form
indicating on each copy the name of the proxy and the number of
shares in respect of which the proxy is appointed. All forms must
be signed and should be returned in the same envelope.
4. To be valid, the completed Form of Proxy must be lodged with
the Company's Registrars by no later than 8.30 a.m. on 21 February
2011 being not less than 48 hours before the time fixed for holding
the Meeting.
5. In the case of a corporation, the Form of Proxy should be
signed under the common seal or under the hand of a duly authorised
officer or attorney.
6. A proxy need not be a member of the Company.
7. Any one of two or more joint holders may sign, or vote in
person or by proxy, but if more than one of the joint holders is
present at the Meeting or represented by proxy, only the holder
whose name stands first in the Register of Members shall be
entitled to vote.
8. Completion of this Form of Proxy will not prevent a member
from attending the Meeting and voting in person should he/she so
wish.
9. Any alterations made to this Form of Proxy should be
initialled.
10. Pursuant to regulation 41 of the Uncertificated Securities
Regulations 2001, entitlement to attend and vote at the Meeting and
the number of votes which may be cast thereat will be determined by
reference to the Register of Members of the Company 48 hours before
the day of the Meeting. Changes to entries on the Register of
Members after that time shall be disregarded in determining the
rights of any person to attend and vote at the Meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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