TIDMAR.
RNS Number : 0805P
Archipelago Resources PLC
27 September 2013
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in or into, and will not be capable
of acceptance from or within, any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdictions
For Immediate Release
27 September 2013
AIM: AR.
Archipelago Resources plc
("Archipelago" or "the Company")
Unconditional Recommended Cash Offer
by
PT Rajawali Corpora
to acquire the entire issued and to be issued share capital
of
Archipelago Resources plc
not already owned by PT Rajawali Corpora or its associated
undertakings
The Independent Directors of Archipelago and the board of PT
Rajawali Corpora ("Rajawali") are pleased to announce that they
have reached agreement on the terms of an unconditional recommended
cash offer to be made by Rajawali for the entire issued and to be
issued share capital of Archipelago not already owned or agreed to
be acquired by Rajawali or its associated undertakings. The Offer
Document setting out further information regarding the Offer and
the terms thereof is being sent to Archipelago Shareholders today,
together with a Form of Acceptance.
The Offer is not subject to any conditions and therefore is
unconditional.
Appendix 3 contains definitions of certain terms used in this
Announcement.
A copy of the Offer Document will be available later today,
subject to certain restrictions related to persons resident in
Restricted Jurisdictions, on Archipelago's website at
www.archipelagoresources.co.uk during the course of the Offer
Period.
Summary of the Offer
-- The Offer Price is 58 pence in cash for each Archipelago
Share, valuing Archipelago's existing issued share capital at
approximately GBP338 million.
-- The Offer Price represents a premium of approximately:
o 18.4 per cent. over the Closing Price of 49 pence per
Archipelago Share on 26 September 2013, being the last Business Day
prior to the date of this Announcement;
o 22.2 per cent. over the one month volume weighted average
price on 26 September 2013, being the last Business Day prior to
the date of this Announcement;
o 28.8 per cent. over the two month volume weighted average
price on 26 September 2013, being the last Business Day prior to
the date of this Announcement; and
o 35.6 per cent. over the three month volume weighted average
price on 26 September 2013, being the last Business Day prior to
the date of this Announcement.
-- The cash consideration payable to Archipelago Shareholders
under the terms of the Offer will be paid for by its nominee Will
Overseas which will be funded by a facility entered into between,
inter alios, an international lending bank, Rajawali and Will
Overseas on 25 September 2013.
-- Rajawali has:
(i) entered into a share purchase agreement pursuant to which it
has unconditionally contracted to acquire 2,033,015 Archipelago
Shares at the Offer Price, representing approximately 0.35 per
cent. of Archipelago's existing issued share capital;
(ii) received irrevocable undertakings to accept, or procure
acceptance of, the Offer in respect of a total of 89,420,867
Archipelago Shares, representing approximately 15.37 per cent. of
Archipelago's existing issued share capital; and
(iii) received irrevocable undertakings to accept, or procure
acceptance of, the Offer in respect of options relating to a total
of 950,000 Archipelago Shares, representing approximately 0.16 per
cent. of the Enlarged Issued Share Capital.
-- The Archipelago Shares, which are the subject of the
undertakings and agreements set out in (i) to (iii) above, and the
Put Option Agreements referred to below, when aggregated with those
Archipelago Shares already held by Rajawali directly or indirectly
or which Rajawali has unconditionally contracted to acquire
represent, in aggregate, 77.84 per cent. of voting rights of the
Enlarged Issued Share Capital.
-- Such irrevocable undertakings as referred to above represent
15.50 per cent. of the Enlarged Issued Share Capital, which
together with Archipelago Shares which Rajawali holds directly or
indirectly or has otherwise unconditionally contracted to acquire
represent 68.36 per cent. of the Enlarged Issued Share Capital.
-- Rajawali has further entered into Put Option Agreements with
certain Archipelago Shareholders who have decided to retain their
holdings in the Company and agreed not to accept the Offer and
instead have been granted an option, subject to certain conditions,
to transfer Archipelago Shares to Rajawali at a later date in
exchange for cash and/or shares in an Indonesian company which will
hold the assets of the Archipelago Group pursuant to the proposed
Restructuring and may be listed on the Indonesia Stock
Exchange.
-- Under the terms of the Put Option Agreements, such
Archipelago Shareholders, who hold 10.04 per cent. of the voting
rights in the existing issued share capital of the Company, have
appointed Rajawali as their proxy to vote in respect of a
resolution to be proposed by the Company, at the request of
Rajawali, to cancel its admission to trading on AIM.
-- Rajawali intends to exercise the voting rights that it
already holds or has obtained pursuant to the agreements and
undertakings referred to above, representing 77.84 per cent. of the
total voting rights in the Enlarged Issued Share Capital.
-- Together with the Archipelago Shares already held, directly
or indirectly by Rajawali as at the date of this Announcement and
the Archipelago Shares it has unconditionally contracted to acquire
and that it will acquire pursuant to the irrevocable undertakings
set out above, Rajawali has the right to exercise voting rights in
respect of 77.84 per cent. of the total voting rights in the
Enlarged Issue Share Capital which Rajawali intends to vote in
favour of the above mentioned resolution.
-- Within five Business Days of the date of the Offer Document,
Archipelago intends, at the request of Rajawali, to notify the
London Stock Exchange of its intention to cancel the admission of
Archipelago Shares to trading on AIM. It is also intended that a
circular convening a general meeting to consider such resolution
will be sent to Archipelago Shareholders within the next 5 Business
Days.
-- The Independent Directors of Archipelago, who have been so
advised by Liberum Capital, consider the Offer Price to be fair and
reasonable and are recommending Archipelago Shareholders, other
than those who have separately entered into Put Option Agreements
in respect of all or a specific portion of their holdings, to
accept the Offer.
Archipelago Shareholders who choose not to accept the Offer
should be aware that: they will become shareholders of an unlisted
company which will significantly reduce the marketability and
liquidity of the Archipelago Shares; they will lose the associated
protections afforded by the AIM Rules; there will be no definitive
options for exit; and that there is no certainty as to the economic
effect of the proposed restructuring of the Group, which includes
the transfer of the Group's assets.
-- The Company is not currently subject to the City Code.
However, following certain rule changes it will become subject to
the City Code as from 30 September 2013. Shareholders should note
that given that the Offer has been made on 27 September 2013, and
is unconditional from the outset, the Offer is not governed by, nor
do all the terms comply with, the City Code and, following
consultation with the Takeover Panel, the City Code will not apply
to the portion of the Offer Period that extends beyond 29 September
2013. Accordingly, Archipelago Shareholders will therefore not be
afforded the protections of the City Code in respect of the
Offer.
Commenting on the Offer, Colin Sutherland, CEO of Archipelago,
said:
"Archipelago has provided shareholders with strong growth over
the last four years. The Offer is priced at a level that represents
an opportunity for minority shareholders to realise their
investment at an attractive cash premium to the prevailing market
price, in view of the strategic move by Rajawali to restructure
Archipelago into an Indonesian listed entity."
Stephen Sulistyo, Managing Director - Business Development &
Investment, of Rajawali, said:
"We believe that the cash offer price fairly reflects the
Company's true value and should be satisfactory to all the
shareholders of Archipelago. We would like to thank the Independent
Committee of Archipelago for its professionalism and commitment to
overseeing the protection of minority shareholders and for working
with the Rajawali team to ensure a good and fair outcome for all
stakeholders."
CONFERENCE CALL
A conference call will be held for analysts and investors at
8:30am (London time) today.
Access can be obtained via the following details:
UK free call: 08082370040
International dial in: +44 203 4281 542
Participant code: 85034580#
Archipelago is being advised by Liberum Capital Limited in
relation to the Offer.
Rajawali is being advised by J.P. Morgan Limited in relation to
the Offer.
This Announcement should be read in its entirety, including the
appendices. The Offer will be subject to the terms set out in
Appendix 1 and those which will be set out in the Offer Document
and Form of Acceptance, which Rajawali shall despatch to
Archipelago Shareholders later today. Appendix 2 of this
Announcement contains the sources and bases of certain information
used in this summary and in the following announcement. Appendix 3
of this Announcement contains definitions of certain terms used in
this summary and the following announcement.
Enquiries:
For further information on the Company please contact:
Archipelago
President - Corporate Strategy
Matthew Salthouse
Phone: + 65 6535 3419
Liberum Capital Limited
Financial Adviser and Joint Broker to Archipelago Resources
Plc
Tim Graham / Ryan DeFranck / Joshua Hughes
Phone: +44 (0) 20 3100 2000
Grant Thornton UK LLP
Nominated Adviser to Archipelago Resources Plc
Philip Secrett/David Hignell
Phone: +44 (0) 20 7383 5100
Canaccord Genuity Limited
Joint Broker to Archipelago Resources Plc
Andrew Chubb/Christopher Fincken
Phone: +44 (0) 20 7523 8000
Buchanan
PR Adviser to Archipelago Resources Plc
Bobby Morse/Gordon Poole
Phone: +44 (0) 20 7466 5000
For further information on Rajawali please contact:
FTI Consulting
PR Adviser to Rajawali
Billy Clegg/Ben Brewerton
Phone: +44 (0)20 7831 3113
Liberum Capital Limited is acting as financial adviser to
Archipelago and no one else in connection with the Offer and will
not be responsible to anyone other than Archipelago for providing
the protections afforded to customers of Liberum Capital Limited
nor be responsible for giving advice in relation to the Offer or
any other matters referred to in this Announcement. Liberum Capital
has given and not withdrawn its written consent to the issue of
this Announcement with the inclusion herein of the references to
its name in the form and context in which it appears.
J.P. Morgan Limited, is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Limited is
acting as financial adviser exclusively for Rajawali and no one
else in connection with the Offer and will not regard any other
person as its client in relation to the Offer and will not be
responsible to anyone other than Rajawali for providing the
protections afforded to clients of J.P. Morgan Limited, nor for
providing advice in relation to the Offer or any other matter
referred to herein.
Further Information on the Offer
This Announcement is not intended to and does not constitute, or
form part of, an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise, nor shall there be any
purchase, sale or exchange of securities or such solicitation in
any jurisdiction in which such offer, solicitation or sale or
exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Offer
Document and Form of Acceptancewill be made available to all
Archipelago Shareholders at no cost to them. Archipelago
Shareholders are advised to read the Offer Document and the
accompanying Form of Acceptance when they are sent to them because
they will contain important information.
Overseas Jurisdictions
United States
The Offer will be made for securities of a corporation organised
under the laws of England and Wales, and Archipelago Shareholders
in the United States should be aware that this Announcement, the
Offer Document and any other documents relating to the Offer have
been or will be prepared in accordance with the AIM Rules and UK
disclosure requirements, format and style, all of which differ from
those generally applicable in the United States. The financial
statements of Archipelago and all financial information that is
included in this Announcement, the Offer Document or any other
documents relating to the Offer, have been or will be prepared
otherwise than in accordance with US GAAP and may not be comparable
to the financial statements or other financial information of US
companies.
The Offer will be for the securities of a non-US company which
does not have securities registered under Section 12 of the US
Securities Exchange Act. The Offer will be made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the
US Securities Exchange Act. Accordingly, the Offer will be subject
to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and laws. In
the United States, the Offer will be deemed to be made solely by
Rajawali and not by any of its financial advisers.
Each Archipelago Shareholder in the United States is urged to
consult with his independent professional adviser regarding the
Offer including, without limitation, to consider the tax
consequences associated with such shareholder's acceptance of the
Offer.
Neither the SEC nor any other United States state securities
commission has approved or disapproved the Offer, or passed
judgment upon the adequacy or completeness of this Announcement,
the Offer Document or any other documents relating to the Offer.
Any representation to the contrary is a criminal offence.
It may be difficult for Archipelago Shareholders in the United
States to enforce their rights and any claim arising out of the US
federal securities laws, since Rajawali and Archipelago are
incorporated under the laws of countries other than the United
States, and some or all of their officers and directors may be
residents of countries other than the United States. Archipelago
Shareholders in the United States may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgment or jurisdiction.
Restricted Jurisdictions
Unless otherwise determined by Rajawali, and permitted by
applicable law and regulation, subject to certain exemptions, the
Offer will not be made, directly or indirectly, in, into or by the
use of the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate
or foreign commerce of, or by any facilities of a national
securities exchange of, and will not be capable of acceptance from
or within, a Restricted Jurisdiction. Accordingly, unless otherwise
determined by Rajawali, copies of this Announcement are not being,
and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in whole or in part in,
into or from any Restricted Jurisdiction. Persons receiving this
Announcement (including, without limitation, custodians, nominees
and trustees) should observe these restrictions and must not mail
or otherwise forward, distribute or otherwise send this
Announcement in, into or from any Restricted Jurisdiction as doing
so may be a breach of applicable law and regulation in that
jurisdiction and may invalidate any purported acceptance of the
Offer.
The availability of the Offer to Archipelago Shareholders who
are not resident in the United Kingdom may be affected by the laws
and/or regulations of their relevant jurisdiction. Therefore any
persons who are subject to the lawsand/or regulations of any
jurisdiction other than the UK should inform themselves about and
observe any applicable legal or regulatory requirements in their
jurisdiction. Further details in relation to Overseas Shareholders
will be provided in the Offer Document.
Forward-Looking Statements
This Announcement includes certain "forward-looking statements".
These statements are based on the current expectations of the
management of Archipelago and Rajawali and are naturally subject to
uncertainty and changes in circumstances. The forward-looking
statements contained herein include statements about the expected
effects on Rajawali of the Offer, the expected timing and scope of
the Offer, and all other statements in this Announcement other than
historical facts. Forward-looking statements include, without
limitation, statements typically containing words such as
"intends", "expects", "anticipates", "targets", "estimates",
"plans", "strategy", "will", "should", "may" and words of similar
import. These forward-looking statements are not guarantees of
future performance. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not
limited to, Rajawali's ability successfully to integrate the
operations and employees of Archipelago, as well as additional
factors, such as changes in economic conditions, changes in the
level of capital investment, success of business and operating
initiatives and restructuring objectives, costs associated with
research and development, changes in the prospects for products in
the research and development pipeline of Rajawali or Archipelago,
customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the
outcome of litigation, government actions and natural phenomena
such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Neither
Archipelago nor Rajawali undertake any obligation to update
publicly or revise forward-looking statements, whether as a result
of new information, future events or otherwise, except to the
extent legally required.
Not for release, publication or distribution, in whole or in
part, in or into, and will not be capable of acceptance from or
within, any Restricted Jurisdiction.
For Immediate Release
27 September 2013
AIM: AR.
Archipelago Resources plc
("Archipelago" or "the Company")
Unconditional Recommended Cash Offer
by PT Rajawali Corpora
to acquire the entire issued and to be issued share capital
of
Archipelago Resources plc
not already owned by PT Rajawali Corpora or its associated
undertakings
1. Introduction
The Independent Directors of Archipelago and the board of PT
Rajawali Corpora ("Rajawali") are pleased to announce that they
have reached agreement on the terms of an unconditional recommended
cash offer to be made by Rajawali for the entire issued and to be
issued share capital of Archipelago not already owned or agreed to
be acquired by Rajawali or its associated undertakings. The
Independent Directors of Archipelago recommend that Archipelago
Shareholders, other than those who have separately entered into Put
Option Agreements in respect of all or a specific portion of their
holdings, accept the Offer.
2. The Offer
The Offer, which will be made on, and subject to, the terms and
conditions summarised below, in Appendix 1 and as set out in the
Offer Document and, in respect of the Archipelago Shares held in
certificated form, the accompanying Form of Acceptance.
Archipelago Shareholders accepting the Offer will be entitled to
receive:
for each Archipelago 58 pence in cash
Share
The Offer values Archipelago's existing issued share capital at
approximately GBP338 million. The Offer Price represents a premium
of approximately:
-- 18.4 per cent. over the Closing Price of 49 pence per
Archipelago share on 26 September 2013, being the last Business Day
prior to the date of this Announcement;
-- 22.2 per cent. over the one month volume weighted average
price on 26 September 2013, being the last Business Day prior to
the date of this Announcement;
-- 28.8 per cent. over the two month volume weighted average
price on 26 September 2013, being the last Business Day prior to
the date of this Announcement; and
-- 35.6 per cent. over the three month volume weighted average
price on 26 September 2013, being the last Business Day prior to
the date of this Announcement.
-- Further information on the terms to which the Offer will be
subject are set out in Appendix 1 and will be set out in the Offer
Document and the accompanying Form of Acceptance which Rajawali
will despatch to Archipelago Shareholders later today.
The Offer extends to all Archipelago Shares unconditionally
allotted or issued and fully paid on the date of the Offer, and any
Archipelago Shares which are unconditionally allotted or issued
fully paid while the Offer remains open for acceptance as a result
of the exercise of options under the Archipelago Share Option
Scheme. With respect to any acceptance of the Offer received,
Rajawali intends to nominate Will Overseas, in respect of which
Rajawali is the 100 per cent. beneficial owner, as recipient of the
Archipelago Shares. Rajawali reserves the right to nominate any
other affiliate as the recipient of the Archipelago Shares.
Archipelago Shareholders should be aware that due to the fact
that certain Institutional Archipelago Shareholders have agreed not
to accept the Offer pursuant to the terms of the Put Option
Agreements (described in paragraph 4 of this Announcement),
Rajawali will be unlikely to be able to rely on the provisions of
Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily, on
the same terms as the Offer, the remaining Archipelago Shares in
respect of which the Offer has not been accepted.
Details of Rajawali's future intentions to pursue a
restructuring of Archipelago and potential alternative methods to
acquire minority interests that may be pursued following the
delisting are set out, respectively, in paragraphs 3 and 9 of this
Announcement and paragraphs 10 and 11 of the Offer Document.
3. Background to and reasons for recommending the Offer
Rajawali has been a significant and supportive shareholder of
Archipelago since acquiring a majority interest in Archipelago in
2010. Rajawali directly or indirectly holds 306,230,663 Archipelago
Shares and has unconditionally contracted to acquire 2,033,015
Archipelago Shares at the Offer Price which in aggregate represent
approximately 52.98 per cent. of the existing issued share capital
of Archipelago and it also holds a 5 per cent. indirect ownership
interest in each of the Company's primary operations and assets
through PT TTN and PT MSM.
Following discussions between the Archipelago Board and Rajawali
in relation to the strategic direction of the Company, Rajawali
informed the Archipelago Board that it had concluded that as
Archipelago's primary operations and assets (PT TTN and PT MSM) are
located in Indonesia, Rajawali would be better served by
Archipelago's operational assets being under direct Indonesian
ownership and them having exposure to regional investors who are
familiar with Archipelago and Rajawali's Indonesian business.
Further information relating to Rajawali and the background to
Rajawali making the Offer is set out in the Offer Document.
In connection with the Offer, Rajawali has proposed the
cancellation of the admission of the Archipelago Shares to trading
on AIM and the restructuring of the ownership of the primary
operations and assets of the Group, which will include the transfer
by the Company of its principal assets and a potential listing of
an Indonesian holding company on the Indonesian Stock Exchange (the
"Restructuring").
In connection with the Restructuring, Rajawali has secured the
support of the Institutional Archipelago Shareholders who have
entered into the Put Option Agreements, pursuant to which they have
the right, subject to certain conditions, to exchange all or part
of their respective existing holdings of Archipelago Shares for
cash and/or, following a proposed IDX IPO, shares in the Indo
HoldCo, as further described in the Offer Document.
As part of Rajawali's proposals, Rajawali has offered to acquire
all of the remaining issued and to be issued Archipelago Shares for
cash (save in respect of Archipelago Shares legally or beneficially
owned by Archipelago Shareholders resident in any Restricted
Jurisdiction).
Rajawali has received irrevocable undertakings from certain
Archipelago Shareholders, to accept or procure the acceptance of
the Offer in respect of a total of 89,420,867 Archipelago Shares,
representing 15.37 per cent. of Archipelago's existing issued share
capital.
Rajawali has also received irrevocable undertakings to accept
the Offer relating to 950,000 Archipelago Shares, representing
approximately 0.16 per cent. of the Enlarged Issued Share
Capital.
All of the Directors of Archipelago who hold Archipelago Shares
have irrevocably agreed to accept the Offer in respect of their own
shareholdings of Archipelago Shares, which in aggregate amount to
(i) 1,180,000 Archipelago Shares representing approximately 0.20
per cent. of the issued share capital of Archipelago and (ii) in
respect of options relating to 800,000 Archipelago Shares,
representing approximately 0.14 per cent. of the Enlarged Issued
Share Capital.
The Independent Directors have limited visibility in relation to
the proposed Restructuring. Accordingly, given the lack of
available information at this time they are unable to assess the
viability of such structure.
In considering whether to recommend the Offer, the Independent
Directors have considered the following factors:
-- the fact that the Offer is unconditional and Rajawali has
received irrevocable undertakings from Archipelago Shareholders
representing 90,370,867 of the Archipelago Shares to accept the
Offer, which when aggregated with all other Archipelago Shares
which Rajawali holds directly or indirectly or has otherwise
unconditionally contracted to acquire represent 68.36 per cent. of
the Enlarged Issued Share Capital;
-- a number of valuation methodologies to assess a fair market
value of the Company including discounted cash flow, comparable
companies, precedent transactions, historical market trading and
VWAP analysis;
-- qualitative factors relevant to assessing the fair market
value of Archipelago in the circumstances of the Offer;
-- the fact that the Offer is being made by the majority
Archipelago Shareholder who has been appointed as proxy or secured
irrevocable undertakings from various Archipelago Shareholders to
vote in favour of the Company de-listing from AIM (representing, in
aggregate, together with the Archipelago Shares held directly or
indirectly by Rajawali or which it has unconditionally contracted
to acquire, 77.84 per cent. of voting rights of the Enlarged Issued
Share Capital);
-- given the controlling shareholding of Rajawali, the limited
alternative transaction options available to the Company;
-- given the lack of visibility on the Restructuring, the risks
associated with remaining as a minority shareholder in an unlisted
company in the event of non-acceptance of the Offer as further
highlighted below; and
-- the ability to secure an exit at a premium to the current
market value in the context of the existing volatility of the
global commodities sector.
The Independent Directors have concluded on the basis of the
above that the Offer represents an opportunity for Archipelago
Shareholders to realise their investment at a fair and reasonable
value.
Accordingly, the Independent Directors of Archipelago recommend
that Archipelago Shareholders, other than those who have separately
entered into Put Option Agreements in respect of all or a specific
portion of their holdings, accept the Offer.
Archipelago Shareholders who choose not to accept the Offer
should be aware that: they will become shareholders of an unlisted
company which will significantly reduce the marketability and
liquidity of the Archipelago Shares; they will lose the associated
protections afforded by the AIM Rules; there will be no definitive
options for exit; and that there is no certainty as to the economic
effect of the proposed Restructuring, which includes the transfer
of the Group's assets.
4. Interests in Archipelago Shares, Put Option Agreements and Irrevocable Undertakings
As at the date of this Announcement, Rajawali holds, directly or
indirectly, 306,230,663 Archipelago Shares and has unconditionally
contracted to acquire, 2,033,015 Archipelago Shares which in
aggregate, represents approximately 52.98 per cent. of the existing
issued share capital of Archipelago.
In addition, Rajawali has received irrevocable undertakings to
accept the Offer from all the Directors of Archipelago who hold
Archipelago Shares to accept or procure acceptances of the Offer in
respect of their own beneficial holdings amounting in aggregate to
1,180,000 Archipelago Shares, representing approximately 0.20 per
cent. of the existing issued share capital, and in respect of
options relating to in aggregate 800,000 Archipelago Shares,
representing approximately 0.14 per cent. of Archipelago's Enlarged
Issued Share Capital. Rajawali has also received an irrevocable
undertaking to accept the Offer in respect of an option relating
to, in aggregate, a further 150,000 Archipelago Shares,
representing 0.03 per cent. of the Enlarged Issued Share
Capital.
Pursuant to the terms of the Columbia Share Purchase Agreement,
Rajawali has unconditionally contracted to acquire at the Offer
Price the portion of Columbia's shareholding in Archipelago not
subject to the Columbia Put Option Agreement. The Archipelago
Shares subject to the Columbia Share Purchase Agreement amount in
aggregate to 2,033,015 Archipelago Shares, representing
approximately 0.35 per cent. of Archipelago's existing issued share
capital. For the purposes of the Offer, the Archipelago Shares
subject to the Columbia Share Purchase Agreement shall be deemed to
be Archipelago Shares already owned by Rajawali as at the date of
this document.
Pursuant to the terms of the Baker Steel Irrevocable
Undertaking, Rajawali has received an irrevocable undertaking from
Baker Steel to accept or procure acceptances of the Offer in
respect of 82.17 per cent. of the holdings over which it exercises
control, amounting in aggregate to 28,985,211 Archipelago Shares,
representing approximately 4.98 per cent. of Archipelago's existing
issued share capital.
Pursuant to the terms of the Lombard Irrevocable Undertaking,
Rajawali has received an irrevocable undertaking from Lombard to
accept or procure acceptances of the Offer in respect of 100.00 per
cent. of their beneficial holdings, amounting in aggregate to
19,999,183 Archipelago Shares, representing 3.44 per cent. of
Archipelago's existing issued share capital.
Pursuant to the terms of the UBP Irrevocable Undertaking,
Rajawali has received an irrevocable undertaking from UBP to accept
or procure acceptances of the Offer in respect of 100.00 per cent.
of their beneficial holdings, amounting in aggregate to 12,153,368
Archipelago Shares, representing approximately 2.09 per cent. of
Archipelago's existing issued share capital.
Pursuant to the terms of a further institutional irrevocable
undertaking, Rajawali has received an irrevocable undertaking from
such institution to accept or procure acceptances of the Offer in
respect of 100 per cent. of their beneficial holdings over,
amounting in aggregate to 27,103,105 Archipelago Shares,
representing approximately 4.66 per cent. of Archipelago's existing
issued share capital.
Pursuant to the terms of the Put Option Agreements, Rajawali has
received an irrevocable proxy to vote in favour of the Cancellation
Resolution from:
-- Columbia in respect of 52,129,400 Archipelago Shares
(representing the balance of the shares beneficially owned by
Columbia and not subject to the Columbia Share Purchase Agreement
representing approximately 8.96 per cent. of Archipelago's existing
issued share capital); and
-- Baker Steel in respect of 6,291,072 Archipelago Shares
(representing the balance of the shares controlled by Baker Steel
and not subject to the Baker Steel Irrevocable Undertaking)
representing approximately 1.08 per cent. of Archipelago's existing
issued share capital.
In addition, pursuant to the terms of the Put Option
Agreements:
-- Columbia has, in respect of 52,129,400 Archipelago Shares
agreed not to accept the Offer, and has the option, subject to
certain conditions, to transfer all or part of such Archipelago
Shares to Rajawali at a later date for cash and/or following a
proposed IDX IPO shares in the Indo Holdco, the remainder of
Columbia's shareholding in Archipelago is subject to the Columbia
Share Purchase Agreement;
-- Baker Steel has, in respect of 6,291,072 Archipelago Shares
agreed not to accept the Offer, and has the option, subject to
certain conditions, to transfer all or part of such Archipelago
Shares to Rajawali at a later date for cash and/or following a
proposed IDX IPO shares in the Indo Holdco, the remainder of Baker
Steel's shareholding in Archipelago is subject to the Baker Steel
Irrevocable Undertaking.
Further information regarding the irrevocable undertakings and
the Put Option Agreements is contained within the Offer
Document.
In total Rajawali holds directly or indirectly or has
unconditionally contracted to acquire or has received irrevocable
undertakings to accept the Offer in respect of a total of
398,634,545 Archipelago Shares representing approximately 68.36 per
cent. of the Enlarged Issued Share Capital.
5. Information on Archipelago
Archipelago is a gold mining and producing company. Its
principal activities are gold mining and exploration in Indonesia.
Its key asset (with Archipelago as the 95 per cent. owner with the
remaining 5 per cent. indirectly owned by Rajawali) is the Toka
Tindung Gold Mine located in North Sulawesi, Indonesia which has a
nine year mine life (plus seven years of stockpile processing).
Archipelago also maintains an interest in exploration projects in
the Philippines held by Corplex Resources, Inc.
6. Management and employees
Rajawali has stated in the Offer Document that it is their
intention to ensure that, at the operational level (PT TTN and PT
MSM) and as far as reasonably practicable, there is continuity of
management and minimal impact on the work force as result of the
Offer and the Restructuring.
7. Financing of the Offer
Rajawali has stated that the cash consideration payable to
Archipelago Shareholders under the terms of the Offer will be paid
for by its nominee Will Overseas which will be funded by a facility
entered into between, inter alios, an international lending bank,
Rajawali and Will Overseas on 25 September 2013. The facility is in
favour of Will Overseas and accordingly, it is intended that,
without prejudice to Rajawali's obligations in respect of the
Offer, the cash consideration due to Archipelago Shareholders who
accept the Offer will be settled by Will Overseas within 14 days of
the Closing Date.
Full acceptance of the Offer (but excluding Archipelago Shares
that are the subject of the Put Option Agreements and interests in
Archipelago Shares currently held directly or indirectly by
Rajawali) will result in cash consideration of approximately
GBP125,542,036 being payable to Archipelago Shareholders.
Rajawali intends to nominate Will Overseas, in respect of which
Rajawali is the 100 per cent. beneficial owner, as the recipient of
the Archipelago Shares acquired pursuant to the Offer. Rajawali
reserves the right to nominate any other affiliate as the recipient
of the Archipelago Shares pursuant to the Offer.
8. Delisting and Restructuring
The standard procedure under the AIM Rules is that the delisting
of an AIM company must be approved by the requisite majority of
shareholders voting at a general meeting (being not less than 75
per cent. of the votes cast). As detailed in paragraph 4 above,
Rajawali has secured irrevocable undertakings from various
Archipelago Shareholders to vote in favour of the Company
de-listing from AIM and has also been appointed as proxy by
Archipelago Shareholders pursuant to the Put Option Agreements,
which represent in aggregate, together with the Archipelago Shares
held directly or indirectly by Rajawali or which it has
unconditionally contracted to acquire, 77.84 per cent. of voting
rights of the Enlarged Issued Share Capital.
Within five Business Days of the date of the Offer Document, at
the request of Rajawali, Archipelago intends to notify the London
Stock Exchange of its intention to cancel Archipelago's admission
to trading on AIM. It is also anticipated that, on or around this
time, Archipelago will send notices to the Archipelago Shareholders
convening a general meeting of the Archipelago Shareholders to
obtain shareholder approval of the proposed resolution to cancel
Archipelago's admission to trading on AIM (the "Cancellation
Resolution").
The cancellation of the trading in Archipelago's Shares on AIM
would significantly reduce the liquidity and marketability of any
Archipelago Shares not assented to the Offer at that time.
It is intended that the cancellation of admission to trading on
AIM will take effect no earlier than 15 days after the Closing
Date.
9. Potential Alternative Methods to Acquire Minority Interests and Compulsory Acquisition
Following the delisting and subject to a detailed assessment of
the legal and regulatory implications in all relevant jurisdictions
and related cost implications, Rajawali has stated its intention to
pursue alternative methods by which all remaining Archipelago
Shareholders will have the opportunity to sell their Archipelago
Shares to Rajawali at the Offer Price including, but not limited
to, seeking to make a further offer at an appropriate future point
in time for any Archipelago Shares that are not either acquired by
Rajawali or any Rajawali affiliate pursuant to the terms of the
Offer or are otherwise acquired by Rajawali or any Rajawali
affiliate. Rajawali has indicated that such methods may include a
further cash offer at the Offer Price and could be coupled with,
where appropriate in light of prevailing securities law and
regulation in relevant jurisdiction(s), an alternative to cash
consideration. Archipelago Shareholders should contact the Company
at its registered office at the appropriate time.
Due to the fact that certain Institutional Archipelago
Shareholders have agreed not to accept the Offer pursuant to the
terms of the Put Option Agreements, Rajawali will be unlikely to be
able to rely on the provisions of Chapter 3 of Part 28 of the 2006
Act to acquire compulsorily, on the same terms as the Offer, the
remaining Archipelago Shares in respect of which the Offer has not
been accepted.
10. Overseas Shareholders
The availability of the Offer to Archipelago Shareholders who
are not resident in the United Kingdom may be affected by the laws
and/or regulations of their relevant jurisdiction. Therefore, any
persons who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable legal or regulatory requirements
in their jurisdictions. If you are in any doubt, you should consult
your professional adviser in the relevant jurisdiction without
delay.
11. Non-Applicability of the City Code to the Offer
At as the date of this Announcement, the City Code only applies
to companies trading on AIM which have their registered office in
United Kingdom, the Channel Islands or the Isle of Man and also
have their place of central management in the United Kingdom, the
Channel Islands or the Isle of Man. Archipelago, although,
registered in England and Wales is managed and controlled in
Singapore and therefore is not currently subject to the City
Code.
However, with effect from 30 September 2013, the City Code will
be amended and the City Code will from that date apply to all
offers for AIM companies (including Archipelago) which have their
registered office in the United Kingdom, the Channel Islands or the
Isle of Man regardless of where such companies are managed and
controlled.
Archipelago Shareholders should note, however, that given that
the Offer has been made on 27 September 2013 and is unconditional
from the outset, the Offer is not governed by, nor do all the terms
of the Offer comply with, the City Code, and, following
consultation with the Takeover Panel, the City Code will not apply
to the portion of the Offer Period that extends beyond 29 September
2013. Archipelago Shareholders will, therefore, not be afforded the
protections of the City Code in respect of the Offer.
In addition, following the cancellation of the trading of the
Company's shares on AIM, the City Code will cease to apply to the
Company as it will no longer have its shares admitted to trading on
a multilateral trading facility in the United Kingdom (i.e. AIM) or
on a regulated market or any stock exchange in the Channel Islands
or the Isle of Man, and it will continue to be centrally managed
and controlled outside the United Kingdom, the Channel Islands or
the Isle of Man.
The Independent Directors have considered the fact that had the
Offer been made on or after 30 September 2013, the Offer would have
been subject to the City Code. However, having taken account of the
matters referred to in paragraph 3 above, and the fact that the
Independent Directors cannot be certain that Rajawali would have
made an offer on or after 30 September 2013, the Independent
Directors have concluded that it is appropriate to recommend the
Offer.
12. Dividends
The Offer will not affect the payment of the interim dividend
which will be paid on 27 September 2013 to Archipelago Shareholders
on the register as at 13 September 2013.
13. General
The Offer will comply with all applicable rules and regulations
of the London Stock Exchange, and will be governed by English law
and will be subject to the jurisdiction of the Courts of England
and Wales.
Your attention is drawn to the further information contained in
the appendices to this Announcement, which form part of, and should
be read in conjunction with, this Announcement.
The Offer will be subject to the terms and conditions set out in
Appendix 1 and which will be set out in the Offer Document and
accompanying Form of Acceptance, which Rajawali shall despatch to
Archipelago Shareholders later today. Appendix 2 contains the
sources and bases of information used in this Announcement.
Appendix 3 contains definitions of certain terms used in this
Announcement.
14. Publication on Website
A copy of the Offer Document will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Archipelago's website
at www.archipelagoresources.co.uk during the course of the Offer
Period.
15. Enquiries
For further information on the Company please contact:
Archipelago
President - Corporate Strategy
Matthew Salthouse
Phone: + 65 6535 3419
Liberum Capital Limited
Financial Adviser and Joint Broker to Archipelago Resources
Plc
Tim Graham / Ryan DeFranck / Joshua Hughes
Phone: +44 (0) 20 3100 2000
Grant Thornton UK LLP
Nominated Adviser to Archipelago Resources Plc
Philip Secrett/David Hignell
Phone: +44 (0) 20 7383 5100
Canaccord Genuity Limited
Joint Broker to Archipelago Resources Plc
Andrew Chubb/Christopher Fincken
Phone: +44 (0) 20 7523 8000
Buchanan
PR Adviser to Archipelago Resources Plc
Bobby Morse/Gordon Poole
Phone: +44 (0)20 7466 5000
For further information on Rajawali please contact:
FTI Consulting
PR Adviser to Rajawali
Billy Clegg/Ben Brewerton
Phone: +44 (0)20 7831 3113
This Announcement is not intended to and does not constitute an
offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise, nor shall there be any purchase, sale or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification under the laws
of such jurisdiction. The Offer Document and Form of Acceptance
will be made available to all Archipelago Shareholders at no cost
to them. Archipelago Shareholders are advised to read the Offer
Document and the accompanying Form of Acceptance when they are sent
to them because they will contain important information.
Liberum Capital is acting as financial adviser to Archipelago
and no one else in connection with the Offer and will not be
responsible to anyone other than Archipelago for providing the
protections afforded to customers of Liberum Capital nor be
responsible for giving advice in relation to the Offer or any other
matters referred to in this Announcement.
J.P. Morgan Limited, is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Limited is
acting as financial adviser exclusively for Rajawali and no one
else in connection with the Offer and will not regard any other
person as its client in relation to the Offer and will not be
responsible to anyone other than Rajawali for providing the
protections afforded to clients of J.P. Morgan Limited, nor for
providing advice in relation to the Offer or any other matter
referred to herein.
Overseas Jurisdictions
United States
The Offer will be made for securities of a corporation organised
under the laws of England, and Archipelago Shareholders in the
United States should be aware that this Announcement, the Offer
Document and any other documents relating to the Offer have been or
will be prepared in accordance with the AIM Rules and UK disclosure
requirements, format and style, all of which differ from those
generally applicable in the United States. The financial statements
of Archipelago and all financial information that is included in
this Announcement, the Offer Document or any other documents
relating to the Offer, have been or will be prepared otherwise than
in accordance with US GAAP and may not be comparable to the
financial statements or other financial information of US
companies.
The Offer will be for the securities of a non-US company which
does not have securities registered under Section 12 of the US
Securities Exchange Act. The Offer will be made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the
US Securities Exchange Act. Accordingly, the Offer will be subject
to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and laws. In
the United States, the Offer will be deemed to be made solely by
Rajawali and not by any of its financial advisers.
Each Archipelago Shareholder in the United States is urged to
consult with his independent professional adviser regarding the
Offer including, without limitation, to consider the tax
consequences associated with such shareholder's acceptance of the
Offer.
Neither the SEC nor any other United States state securities
commission has approved or disapproved the Offer, or passed
judgment upon the adequacy or completeness of this Announcement,
the Offer Document or any other documents relating to the Offer.
Any representation to the contrary is a criminal offence.
It may be difficult for Archipelago Shareholders in the United
States to enforce their rights and any claim arising out of the US
federal securities laws, since Rajawali and Archipelago are
incorporated under the laws of countries other than the United
States, and some or all of their officers and directors may be
residents of countries other than the United States. Archipelago
Shareholders in the United States may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgment or jurisdiction.
Restricted Jurisdictions
Unless otherwise determined by Rajawali, and permitted by
applicable law and regulation, subject to certain exemptions, the
Offer will not be made, directly or indirectly, in, into or by the
use of the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate
or foreign commerce of, or by any facilities of a national
securities exchange of, and will not be capable of acceptance from
or within, a Restricted Jurisdiction. Accordingly, unless otherwise
determined by Rajawali, copies of this Announcement are not being,
and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in whole or in part in,
into or from any Restricted Jurisdiction. Persons receiving this
Announcement (including, without limitation, custodians, nominees
and trustees) should observe these restrictions and must not mail
or otherwise forward, distribute or otherwise send this
Announcement in, into or from any Restricted Jurisdiction as doing
so may be a breach of applicable law and regulation in that
jurisdiction and may invalidate any purported acceptance of the
Offer.
The availability of the Offer to Archipelago Shareholders who
are not resident in the United Kingdom may be affected by the laws
and/or regulations of their relevant jurisdiction. Therefore any
persons who are subject to the laws and/or regulations of any
jurisdiction other than the UK should inform themselves about and
observe any applicable legal or regulatory requirements in their
jurisdiction. Further details in relation to Overseas Shareholders
will be provided in the Offer Document.
Forward Looking Statements
This Announcement includes certain "forward looking statements".
These statements are based on the current expectations of the
management of Archipelago and Rajawali and are naturally subject to
uncertainty and changes in circumstances. The forward-looking
statements contained herein include statements about the expected
effects on Rajawali of the Offer, the expected timing and scope of
the Offer, and all other statements in this Announcement other than
historical facts. Forward-looking statements include, without
limitation, statements typically containing words such as
"intends", "expects", "anticipates", "targets", "estimates",
"plans", "strategy", "will", "should", "may" and words of similar
import. These forward looking statements are not guarantees of
future performance. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not
limited to, Rajawali's ability successfully to integrate the
operations and employees of Archipelago, as well as additional
factors, such as changes in economic conditions, changes in the
level of capital investment, success of business and operating
initiatives and restructuring objectives, costs associated with
research and development, changes in the prospects for products in
the research and development pipeline of Rajawali or Archipelago,
customers' strategies and stability, changes in the regulatory
environment, fluctuations or interest and exchange rates, the
outcome of litigation, government actions and natural phenomena
such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Neither
Archipelago nor Rajawali undertake any obligation to update
publicly or revise forward-looking statements, whether as a result
of new information, future events or otherwise, except to the
extent legally required.
Not for release, publication or distribution, in whole or in
part, in or into, and is not capable of acceptance from or within,
any Restricted Jurisdiction.
Appendix 1
Further Terms of the Offer
Part 1 - Certain Further Terms of the Offer
1. The expression "Archipelago Shares to which the Offer
relates" shall be construed in accordance with sections 974 to 977
of the 2006 Act.
2. Valid acceptances shall be deemed to have been received in
respect of Archipelago Shares which are treated for the purposes of
sections 977(1) and 979(8) to (10) of the 2006 Act as having been
acquired or contracted to be acquired by Rajawali by virtue of
acceptances of the Offer.
3. The Archipelago Shares which are the subject of the Offer
will be acquired under the Offer fully paid and free from all
liens, equities, charges, encumbrances, rights of pre-emption and
any other third party rights or interests of any nature whatsoever
and together with all rights now or hereafter attaching thereto,
including the right to receive and retain in full all dividends and
other distributions declared, made or paid after the date of the
Offer Document.
4. No person outside the United Kingdom receiving a copy of the
Offer Document or the Form of Acceptance may treat the same as
constituting an invitation or offer to him unless the Offer is
lawfully made in the relevant jurisdiction. It is the
responsibility of any such person to satisfy himself as to full
observance of the laws of the relevant jurisdiction.
5. The Offer will be governed by and construed in accordance
with English law and delivery of a Form of Acceptance will
constitute submission to the jurisdiction of the English Courts.
The Offer is not subject to the City Code.
6. Unless otherwise determined by Rajawali, the Offer will not
be made, directly or indirectly, in or into, or by use of the mails
of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet or
e-mail) of interstate or foreign commerce of, or of any facility of
a national securities exchange of, any Restricted Jurisdiction and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within, any Restricted
Jurisdiction.
7. The Offer will be on the terms set out in this Appendix 1,
the Offer Document, the Form of Acceptance (in the case of
Archipelago Shares in certificated form) and such further terms as
may be required to comply with applicable law.
8. The Offer will be open for acceptances until 1.00 p.m.
(London time) on the Closing Date. Rajawali reserves the right at
any time or from time to time to extend the Offer after such time
and, in such event, will make a public announcement of such
extension and give oral or written notice of such extension to the
Receiving Agent.
9. Settlement of the consideration to which any Archipelago
Shareholder is entitled under the Offer will be implemented in full
in accordance with the terms of the Offer without regard to any
lien, right of set-off, counterclaim or other analogous rights
which Rajawali may otherwise be, or claim to be, entitled as
against such Archipelago Shareholder.
10. Rajawali reserves the absolute right to reject any or all
acceptances made by Archipelago Shareholders it determines, acting
reasonably, not to be in the proper form, or the acceptance or
payment for which may, in the opinion of Rajawali, be unlawful.
11. No acceptance of the Offer will be deemed to be validly made
until all defects or irregularities have been cured or waived. In
the event of a waiver, the consideration under the Offer will not
be dispatched until the relevant TTE instruction has been settled
or the Form of Acceptance is complete in all respects and the share
certificates and/or other document(s) of title satisfactory to
Rajawali have been received. Rajawali also reserves the absolute
right to waive any of the terms of the Offer and any defect or
irregularity in the acceptance made by any particular Archipelago
Shareholder. In no circumstances will Rajawali be obliged to give
notice of any defects or irregularities in the Offer and/or
acceptance of the Offer, or incur any liability for failure to give
any such notice.
12. The failure of any person to receive a copy of the Offer
Document or the Form of Acceptance shall not invalidate any aspect
of the Offer.
13. Any accidental omission to provide or any delay or
non-receipt of the Offer Document or the Form of Acceptance by any
person entitled to receive the same shall not invalidate any aspect
of the Offer.
14. The terms, provisions, instructions and authorities
contained in or deemed to be incorporated in the Form of Acceptance
will, in respect of certificated Archipelago Shares, constitute
part of the terms of the Offer. Words and expressions defined in
the Offer Document have the same meanings when used in the Form of
Acceptance, unless the context otherwise requires. The provisions
of this Appendix 1 shall be deemed to be incorporated into and form
part of the Form of Acceptance.
15. All remittances, communications, notices, certificates and
document(s) of title sent by, to or from Archipelago Shareholders
or their appointed agents will be sent at their own risk.
16. All powers of attorney, appointments as agent and
authorities on the terms conferred by or referred to in this
Appendix 1 or (where relevant) in the Form of Acceptance are given
by way of security for the performance of the obligations of the
relevant Archipelago Shareholder concerned and are irrevocable (in
respect of powers of attorney, in accordance with section 4 of the
Powers of Attorney Act 1971).
17. All communications, notices, certificates, documents of
title and remittances to be delivered by or sent to or from
Archipelago Shareholders (or their designated agent(s)) will be
delivered by or sent to or from such Archipelago Shareholders (or
their designated agent(s)) at their own risk. No acknowledgement of
receipt of any Form of Acceptance transfer by means of CREST,
communication, notice, share certificate and/or other document of
title will be given by or on behalf of Rajawali.
18. In relation to any acceptance of the Offer in respect of
Archipelago Shares which are held in uncertificated form, Rajawali
reserves the right to make such alterations, additions or
modifications to the terms of the Offer as may be necessary or
desirable to give effect to any purported acceptance of the Offer,
whether in order to comply with the facilities or requirements of
CREST or otherwise.
19. Neither Archipelago nor Rajawali, nor any agent or director
of Archipelago or Rajawali nor any person acting on behalf of any
of them shall have any liability to any person for any loss or
alleged loss arising from any decision as to the treatment of
acceptance of the Offer on any of the bases set out in this
Appendix 1 or otherwise in connection therewith.
20. For the purposes of the Offer Document, the time of receipt
of a TTE instruction shall be the time at which the relevant
instruction settles in CREST.
21. The provisions of Contracts (Rights of Third Parties) Act
1999 shall not apply to the Offer Document, the Form of Acceptance
or any contract made pursuant to the Offer.
22. With respect to any acceptance of the Offer, Rajawali
intends to nominate Will Overseas as recipient of the Archipelago
Shares and reserves the right to nominate any other affiliate as
the recipient of the Archipelago Shares.
23. All references in this Appendix 1 to any statute or
statutory provision shall include a statute or statutory provision
which amends, consolidates or replaces the same (whether before or
after the date hereof).
Appendix 2
Bases and Sources
Unless otherwise stated:
1. The value of the fully diluted share capital of Archipelago
(being the Enlarged Issued Share Capital for the purposes of this
Announcement) is based on 581,835,936 Archipelago Shares in issue
and options outstanding in respect of 1,300,000 Archipelago Shares
on 26 September 2013 (the last Business Day prior to this
Announcement).
2. The value of the share capital of Archipelago is based on
581,835,936 Archipelago Shares in issue on 26 September 2013 (the
last Business Day prior to this Announcement).
3. Historical share prices are sourced from the Daily Official
List and represent Closing Prices for Archipelago Shares on the
relevant dates.
Appendix 3
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"2006 Act" the Companies Act 2006;
"AIM" AIM, a market of that name operated
by the London Stock Exchange;
"Announcement" this Announcement;
"Archipelago" or Archipelago Resources plc;
"Company"
"Archipelago Group" Archipelago and its subsidiary
or "Group" undertakings and, where the context
permits, each of them;
"Archipelago Shareholders" holders of Archipelago Shares;
"Archipelago Share the 2002 Unapproved Executive
Option Scheme" Share Option Scheme operated by
Archipelago;
"Archipelago Shares" the existing issued or unconditionally
allotted and fully paid (or credited
as fully paid) ordinary shares
of 1 pence each in the capital
of Archipelago and any further
such shares which are unconditionally
allotted or issued while the Offer
remains open for acceptance as
a result of the exercise of options
under Archipelago Shares Option
Scheme;
"Archipelago Singapore" Archipelago Resources Pte Limited;
"Baker Steel" Baker Steel Capital Managers LLP;
"Baker Steel Irrevocable the irrevocable undertaking to
Undertaking" accept the Offer entered into
between Baker Steel and Rajawali
on 26 September 2013 in respect
of 28,985,211 Archipelago Shares
(representing approximately 82.17
per cent. of its entire shareholding
in Archipelago and 4.98 per cent.
of Archipelago's existing issued
share capital over which it exercises
control);
"Baker Steel Put the put option agreement entered
Option Agreement" into between Baker Steel and Rajawali
on 26 September 2013 in respect
of 6,291,072 Archipelago Shares
(representing approximately 17.83
per cent. of its entire shareholding
in Archipelago and 1.08 per cent.
of Archipelago's existing issued
share capital);
"Board" or "Directors" the board of directors of Rajawali,
or Archipelago (as the context
requires), in each case at the
date of this Announcement;
"Business Day" a day (excluding Saturdays, Sundays
and public holidays) on which
banks are open for business in
the City of London;
"Cancellation Resolution" has the meaning ascribed to it
in paragraph 8 of this Announcement;
"certificated" or shares in certificated form, that
"in certificated is, not in CREST;
form"
"City Code" The City Code on Takeovers and
Mergers;
"Closing Date" 1.00 p.m. on 29 October 2013;
"Closing Price" the closing middle-market quotation
of an Archipelago Share as derived
from the Daily Official List of
the London Stock Exchange;
"Columbia" Columbia Wanger Asset Management
LLC on behalf of certain clients;
"Columbia Put Option the put option agreement entered
Agreement" into between Columbia and Rajawali
on 26 September 2013 in respect
of 52,129,400 Archipelago Shares
(representing approximately 96.25
per cent. of its entire shareholding
in Archipelago and 8.96 per cent.
of Archipelago's existing issued
share capital);
"Columbia Share a share purchase agreement between
Purchase Agreement" Rajawali and Columbia pursuant
to which Rajawali has purchased
a certain proportion of Columbia's
holding of Archipelago Shares
at a price equal to the Offer
Price;
"CREST" the system for the paperless settlement
of trades in securities and the
holding of uncertificated securities
generated by Euroclear in accordance
with the Regulations;
"Daily Official means the daily official list
List" of the London Stock Exchange;
"Enlarged Issued the issued share capital of Archipelago
Share Capital" as at 26 September 2013, together
with the number of shares which
would be issued if all outstanding
options over Archipelago Shares
are exercised in full;
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST;
"Form of Acceptance" the form of acceptance and authority
relating to the Offer to be dispatched
to Archipelago Shareholders with
the Offer Document;
"IDX IPO" the proposed initial public offering
of shares of the Indo Holdco on
the Indonesian Stock Exchange;
"Indo HoldCo" means PT Archi Indonesia, the
existing 5 per cent. shareholder
of PT TTN and PT MSM, or such
other Indonesian entity designated
as the acquirer of Archipelago's
interests in PT TTN and PT MSM
as part of the Restructuring;
"Independent Directors" means Graeme R Duncan and Jeremy
W Ayre, being those directors
of the Company who are deemed
to be independent of Rajawali
and/or the Offer;
"Indonesia Stock PT Bursa Efek Indonesia;
Exchange"
"Institutional Baker Steel and Columbia;
Archipelago Shareholders"
"Liberum Capital" Liberum Capital Limited, financial
adviser to the Independent Directors
in connection with the Offer;
"Lombard" Lombard Odier & Cie;
"Lombard Irrevocable the irrevocable undertaking to
Undertaking" accept the Offer entered into
between Lombard and Rajawali on
26 September 2013 in respect of
19,999,183 Archipelago Shares
(representing 100 per cent. of
its entire shareholding in Archipelago
and 3.44 per cent. of Archipelago's
existing issued share capital);
"London Stock Exchange" London Stock Exchange plc;
"Offer" the unconditional recommended
cash offer to be made by Rajawali
to acquire the whole of the issued
share capital of Archipelago not
otherwise held by Rajawali or
its direct or indirect wholly-owned
subsidiaries, on the terms to
be set out in the Offer Document
and Form of Acceptance, including,
where the context so requires,
any subsequent revision, variation,
extension or renewal of such offer;
"Offer Document" the document to be despatched
today on behalf of Rajawali containing
the terms and conditions of the
Offer and, where appropriate,
any other document(s) containing
terms and conditions of the Offer
constituting the full terms and
conditions of the Offer;
"Offer Period" the period commencing on (and
including) 27 September 2013 and
ending on the Closing Date;
"Offer Price" the cash offer price of 58 pence
per Archipelago Share;
"Overseas Shareholders" means Archipelago Shareholders
whose registered addresses are
outside the United Kingdom or
who are citizens or residents
of countries other than the United
Kingdom;
"pounds", "GBP" the lawful currency of the United
or "pence" Kingdom;
"PT MSM" PT Meares Soputan Mining, a company
incorporated in Indonesia in which
Archipelago has a 95 per cent.
interest through its 100 per cent.
owned subsidiary, Archipelago
Resources Pte Limited;
"PT TTN" PT Tambang Tondano Nusajaya, a
company incorporated in Indonesia
in which Archipelago has a 95
per cent. interest through its
100 per cent. owned subsidiary,
Archipelago Resources Pte Limited;
"Put Option Agreements" the Columbia Put Option Agreement
and the Baker Steel Put Option
Agreement (and "Put Option Agreement"
shall be construed accordingly);
"Rajawali" PT Rajawali Corpora;
"Rajawali Group" Rajawali and its subsidiaries;
"Receiving Agent" means Computershare Investor Services
PLC at Corporate Actions Projects,
The Pavilions, Bridgwater Road,
Bristol BS99 6AH, United Kingdom;
"Regulations" The Uncertificated Securities
Regulations 2001 (SI2001 No.3755),
as amended from time to time;
"Restricted Jurisdiction" any jurisdiction where local laws
or regulations may result in a
significant risk of civil, regulatory
or criminal exposure for Rajawali
or Archipelago if information
or documentation concerning the
Offer is sent or made available
to Archipelago Shareholders in
that jurisdiction;
"Restructuring" has the meaning ascribed to it
in paragraph 3 of this Announcement;
"SEC" the Securities and Exchange Commission
of the United States;
"subsidiary", "subsidiary shall be construed in accordance
undertaking", "associated with the 2006 Act;
undertaking" and
"undertaking"
"Takeover Panel" The UK Panel on Takeovers and
Mergers;
"UBP" Union Bancaire Privée;
"UBP Irrevocable the irrevocable undertaking to
Undertaking" accept the Offer entered into
between UBP and Rajawali on 26
September 2013 in respect of 12,153,368
Archipelago Shares (representing
100 per cent. of its entire shareholding
in Archipelago and 2.09 per cent
of Archipelago's existing issued
share capital);
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland;
"uncertificated" recorded on the Register as being
or "in uncertificated held in uncertificated form in
form" CREST and title to which, by virtue
of the CREST Regulations, may
be transferred by means of CREST;
"United States" the United States of America,
its territories and possessions,
any state of the United States
of America and the District of
Columbia;
"USD" the lawful currency of the United
States of America;
"VWAP" volume weighted average price;
and
"Will Overseas" Will Overseas Ltd., a company
incorporated in the British Virgin
Islands that is 100 per cent.
beneficially-owned by Rajawali.
All references to legislation in this Announcement are to
English legislation unless the contrary is indicated.
Any reference to any provision of any legislation shall include
any amendment, modification, re--enactment or extension
thereof.
Any reference to any provision of any legislation shall include
the plural and vice versa, and words importing the masculine gender
shall include the feminine or neutral gender.
All references to time in this Announcement are to London
time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGLGDCBXDBGXR
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