TIDMAR.
RNS Number : 7051P
Archipelago Resources PLC
04 October 2013
4 October 2013
AIM: AR.
Archipelago Resources Plc
("Archipelago" or "the Company")
Proposed Cancellation of admission to AIM and Notice of General
Meeting
Archipelago today announces that it is posting a circular to
shareholders convening a General Meeting at 11.00 a.m. on Thursday
24 October 2013 ("General Meeting") to seek shareholder approval to
cancel the admission of the Company's shares to trading on AIM
("Delisting").
The decision to apply for the Delisting is as a result of the
unconditional recommended cash offer by PT Rajawali Corpora ("RC")
as announced on 27 September 2013 ("Offer"). The Delisting is
conditional upon the consent of not less than 75 per cent. of votes
cast by shareholders at the General Meeting.
As set out in the offer document sent to Archipelago
shareholders on 27 September 2013, RC:
-- currently directly or indirectly holds or has unconditionally
contracted to acquire, in aggregate, 52.98 per cent. of the
existing issued share capital of the Company;
-- pursuant to certain put option agreements has been appointed
proxy to vote in favour of the resolution to approve the Delisting
in respect of 10.04 per cent of the existing issued share capital
of the Company; and
-- has obtained irrevocable undertakings to vote in favour of
the resolution to approve the Delisting in respect of 14.83 per
cent. of the existing issued share capital of the Company.
Accordingly, RC has procured that 77.84 per cent. of the total
voting rights in the Company (assuming the exercise of all
outstanding share options in respect of ordinary shares in the
Company) will vote in favour of the resolution to approve the
Delisting.
If the resolution to approve the Delisting is passed at the
General Meeting, it is proposed that cancellation of the Company's
shares from trading on AIM will take effect at 7.00 a.m. on
Wednesday, 13 November 2013.
A copy of the General Meeting circular will be available from
today on Archipelago's website at www.archipelagoresources.co.uk
and an extract of the letter to shareholders contained in the
General Meeting circular, including further information as to the
background to and reasons for the Delisting, is set out below.
For further information please contact:
Archipelago Resources Plc Liberum Capital Limited
President - Corporate Strategy Joint Broker to Archipelago
Matthew Salthouse Resources Plc
Phone: + 65 6535 3419 Tim Graham / Ryan de Franck
/ Joshua Hughes
Phone: +44 (0) 20 3100
2000
---------------------------------- -----------------------------
Grant Thornton UK LLP Canaccord Genuity Limited
Nominated Adviser to Archipelago Joint Broker to Archipelago
Resources Plc Resources Plc
Philip Secrett / David Andrew Chubb / Christopher
Hignell Fincken
Phone: +44 (0) 20 7383 Phone: +44 (0) 20 7523
5100 8000
---------------------------------- -----------------------------
Buchanan
PR Adviser to Archipelago
Resources Plc
Bobby Morse / Gordon Poole
Phone: +44 (0) 20 7466
5000
---------------------------------- -----------------------------
LETTER FROM THE CHAIRMAN OF ARCHIPELAGO RESOURCES PLC
ARCHIPELAGO RESOURCES PLC
(Registered in England and Wales and having registration number
04425340)
Directors Registered Office
Stephen K Sulistyo, Non-Executive 22 Melton Street
Chairman
Colin Sutherland, Chief Executive London
Officer and Chief Financial Officer
Jeremy W Ayre, Non-Executive Director NW1 2BW
Graeme R Duncan, Non-Executive Director
Darjoto Setyawan, Non-Executive Director
Dear Shareholders 4 October 2013
Proposed cancellation of admission to trading of the Ordinary
Shares on AIM
1. Introduction
Earlier today, the Company announced its intention to apply for
the cancellation of the admission to trading of the Ordinary Shares
on AIM. The decision to apply for the Delisting is as a result of
the unconditional recommended cash Offer by RC as announced on 27
September 2013. The Offer was unconditional on the date that it was
announced and the Offer Document sent to Shareholders on such date
provides information regarding the intentions of RC with regard to
the cancellation of the Ordinary Shares to trading on AIM and the
proposed restructuring of the Group's business. This document also
provides information as to the background to and reasons for the
Delisting.
As set out in the Offer Document sent to Shareholders on 27
September 2013, pursuant to the Put Option Agreements, RC has been
appointed proxy to vote in favour of the resolution cancelling the
trading of the Ordinary Shares on AIM, in respect of 10.04 per
cent. of the existing issued share capital of the Company. In
addition, as detailed in the Offer Document, pursuant to the terms
of certain irrevocable undertakings to accept the Offer, RC has
obtained irrevocable undertakings to vote in favour of the
Resolution in respect of 14.83 per cent. of the existing issued
share capital of the Company. Accordingly, together, with the
Ordinary Shares already held directly or indirectly by RC or which
RC has unconditionally contracted to acquire, 77.84 per cent. of
the total voting rights in the Company (assuming the exercise of
all outstanding share options in respect of Ordinary Shares) shall
vote in favour of the Resolution.
A General Meeting has been convened for 11.00 a.m. on 24 October
2013, at which Shareholders will be asked to consider, and if
thought fit, to approve the Resolution in order to implement the
Delisting. The Notice convening the General Meeting at which the
Resolution will be proposed is set out at the end of this document.
Pursuant to Rule 41 of the AIM Rules, the Company has notified the
London Stock Exchange of the date of the proposed Delisting.
2. Information on Archipelago
Archipelago is registered in England and Wales, and its
principal activities are gold mining and exploration in Indonesia
as the 95 per cent. owner of the producing Toka Tindung Gold Mine
in North Sulawesi, Indonesia.
3. Background to and reasons for the Delisting
Shareholders will have received the Offer Document dated 27
September 2013 setting out the terms and conditions of the
Offer.
RC set out the background to and reasons for the Offer and the
Delisting in its letter contained in Part II of the Offer
Document.
RC stated its belief that given that the Company's primary
operations and assets (PT TTN and PT MSM) were located in Indonesia
and the fact that, other than the AIM listing, the operations of
the Company had no significant connection to the United Kingdom, it
believed that the ownership of the Company's asset holding
companies should be restructured into an Indonesian incorporated
holding company with the intention that it would be subsequently
listed on the Indonesia Stock Exchange. RC has sought the Delisting
of the Company in order to facilitate the implementation of such a
restructuring.
In addition to the intention of RC to restructure the assets of
the Group as referred to above, the principal effects Delisting
would have on Shareholders include the following:
-- there would no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM or any other
recognised market or trading exchange and it is intended that the
CREST facility will be cancelled;
-- Shareholders who currently hold Ordinary Shares in
uncertificated form will receive share certificates in due course
following the Delisting taking effect. Share transfers may still be
effected after the date of cancellation by depositing a duly
executed and stamped stock transfer form together with an
appropriate share certificate with the Registrars;
-- while the Ordinary Shares will remain freely transferable,
they may be more difficult to sell compared to shares of companies
quoted on AIM. It may also be more difficult for Shareholders to
determine the market value of their shareholdings in the Company at
any given time, this could adversely affect their value;
-- the Company will no longer be subject to the AIM Rules.
Shareholders will therefore no longer be afforded the protections
given by the AIM Rules. As such the Company would not be bound
to,
-- announce material events, nor to announce interim or final results;
-- comply with any of the corporate governance practices applicable to AIM-quoted companies;
-- be subject to the Disclosure and Transparency Rules and,
among other things, will no longer be required to disclose major
shareholdings in the Company;
-- announce substantial transactions (the size of which results
in a 10 per cent. threshold being reached under any one of the
class tests) and related party transactions; or
-- comply with the requirement to obtain shareholder approval
for reverse takeovers (the size of which results in a 100 per cent.
threshold being reached under any one of the class tests) and
fundamental changes in the Company's business;
-- the Company will cease to retain a nominated adviser;
-- the Company will however remain subject to the Act and other
provisions of UK company law, which mandate shareholder approval
for certain matters;
-- the Delisting might have either positive or negative taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser immediately; and
-- following the Delisting the Company will not be subject to
the City Code on Takeovers and Mergers.
Shareholders should be aware that if the Delisting takes effect,
they will at that time cease to hold shares in a quoted company and
will become shareholders of an unlisted company which will
significantly reduce the marketability and liquidity of the Company
shares; there will be no definitive options for exit; there is no
certainty as to the economic effect of the proposed restructuring,
which includes the transfer of the Group's assets; and the matters
set out above will automatically apply to the Company from the date
of the Delisting.
4. Process for Delisting
Rule 41 of the AIM Rules requires an AIM company that wishes the
London Stock Exchange to cancel the admission of its Ordinary
Shares to trading on AIM to notify such intended cancellation and
separately inform the London Stock Exchange of its preferred
cancellation date at least twenty Business Days prior to such date.
In accordance with AIM Rule 41, the Company has notified the London
Stock Exchange of its intention to cancel the Company's admission
of the Ordinary Shares to trading on AIM.
The cancellation is also conditional upon the consent of not
less than 75 per cent. of votes cast by shareholders at a general
meeting. The Notice at the end of this document contains the
Resolution which proposes that the Company's admission to trading
on AIM be cancelled.
In view of the fact that RC currently directly or indirectly
holds or has unconditionally contracted to acquire, in aggregate,
52.98 per cent. of the existing issued share capital of the Company
and the level of irrevocable undertakings provided in support of
the Delisting and the appointments of RC as proxy (as detailed in
paragraph 9 below), the Directors expect that the Resolution to
approve the Delisting will be approved at the General Meeting and
that the Delisting will be effective at 7.00 a.m. on 13 November
2013.
5. Future strategy
Shareholders are referred to paragraph 3 set out above and Part
II of the Offer Document in relation to RC's future strategy for
the Company. As referred to in paragraph 3 above this includes a
restructuring of the Company's principal assets by way of sale to
an Indonesian incorporated holding company, which RC intends would
be subsequently listed on the Indonesia Stock Exchange.
6. Taxation
The Delisting may have certain tax consequences for Shareholders
and those Shareholders who are in any doubt about their tax
position should consult their professional advisers as to their tax
position before taking any action relating to the Delisting.
7. General Meeting
The Notice convening the General Meeting is set out at the end
of this document. At the General Meeting, the Resolution will be
proposed as a special resolution to approve the Delisting.
At the General Meeting the approval of 75 per cent. of those
Shareholders voting in person or by proxy (unless a poll is
demanded, in which case, 75 per cent. of the votes cast in person
or by proxy must be in favour of the resolution) is required.
8. Action to be taken
Shareholders will find enclosed with this document a Form of
Proxy to be used in connection with the General Meeting. Whether or
not you intend to attend the General Meeting, please complete and
sign the Form of Proxy in accordance with the instructions printed
thereon and return it by post to Share Registrars Limited, Suite E,
First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL not less
than 48 hours (excluding weekends and bank holidays in England and
Wales) before the time for holding the meeting or adjourned
meeting. Neither the completion of the Form of Proxy nor its return
will preclude Shareholders from attending nor voting in person at
the General Meeting should they wish to do so.
If you hold Ordinary Shares in CREST you may appoint a proxy by
completing and transmitting a CREST Proxy Instruction to Share
Registrars Limited (CREST Participant ID: 7RA36) so it is received
no later than 11.00 a.m. on 22 October 2013. The completion and
return of a CREST Proxy Instruction will not preclude Shareholders
who hold their Ordinary Shares in CREST from attending and voting
in person at the General Meeting, or any adjournment thereof,
should you wish to do so.
If you have any questions relating to this document or the
completion and return of the Form of Proxy or CREST Proxy
Instruction, please call Share Registrars Limited on telephone
number 01252 821 390 or if telephoning from outside of the United
Kingdom, on +44 1252 821 390. Please note that no advice on the
contents of this document nor on the matters to be voted upon at
the General Meeting nor any financial, legal or tax advice can be
given by Share Registrars Limited and accordingly for such advice
you should consult your stockbroker, solicitor, accountant, bank
manager or other independent professional adviser.
9. Irrevocable Undertakings and Put Option Agreements
Pursuant to the terms of the Put Option Agreements, RC has been
appointed proxy to vote in favour of the Resolution in respect of
10.04 per cent. of the existing issued share capital of the
Company.
In addition, RC has obtained irrevocable undertakings to vote in
favour of the Resolution in respect of 14.83 per cent. of the
existing issued share capital of the Company.
Accordingly, together, with the Ordinary Shares already held
directly or indirectly by RC or which RC has unconditionally
contracted to acquire, 77.84 per cent. of the total voting rights
in the Company (assuming the exercise of all outstanding share
options in respect of Ordinary Shares) shall vote in favour of the
Resolution.
10. Recommendation
The Directors consider that the Delisting is in the best
interests of the Company and its Shareholders. Accordingly, the
Directors unanimously recommend that Shareholders vote in favour of
the Resolution to be proposed at the General Meeting as the
Directors intend to do in respect of their respective beneficial
holdings of, in aggregate, 1,180,000 Ordinary Shares, representing
approximately 0.20 per cent. of the issued share capital of the
Company as at 27 September 2013.
Yours sincerely,
Stephen K Sulistyo
Non-Executive Chairman
DEFINITIONS
The following definitions apply throughout the announcement
unless the context requires otherwise:
"Act" the Companies Act 2006 (as amended);
"AIM" the market of that name, operated
by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from
time to time;
"Archipelago Archipelago Resources Pte Limited;
Singapore"
"Board" or "Directors" the directors of the Company, whose
names appear on page 4 of this document;
"Business Day" any day on which the London Stock
Exchange is open for business;
"Company" or Archipelago Resources plc, a company
"Archipelago" incorporated in England and Wales
with company registration number
04425340;
"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;
"CREST Manual" the CREST Reference Manual referred
to in agreements entered into by
Euroclear;
"CREST Proxy Instruction" any appointment of proxy made through
CREST in accordance with Euroclear's
specifications and the CREST Manual;
"Delisting" the proposed cancellation of the
admission to trading of Ordinary
Shares on AIM;
"Euroclear" Euroclear UK and 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;
"Form of Proxy" the form of proxy accompanying this
document for use by Shareholders
at the General Meeting;
"General Meeting" the general meeting of the Company
to be held at the offices of Lawrence
Graham LLP, 4 More London Riverside,
London SE1 2AU at 11.00 a.m. on 24
October 2013 (notice of which is
set out at the end of this document);
"Group" the Company and its subsidiaries;
"Indonesia Stock PT Bursa Efek Indonesia;
Exchange"
"London Stock London Stock Exchange plc;
Exchange"
"Notice" the notice of the General Meeting
which is set out at the end of this
document;
"Offer" the unconditional recommended cash
offer made by RC to acquire those
Ordinary Shares in the Company not
already held by RC or its associated
undertakings as announced on 27 September
2013 on the terms 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 offer document dated 27 September
2013 setting out the terms of the
Offer and any subsequent document
containing the Offer;
"Ordinary Shares" the ordinary shares of 1 pence each
in the capital of the Company;
"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 Singapore;
"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 Singapore;
"Put Option Agreements" the two put option agreements dated
26 September 2013 and entered into
between (i) Columbia Wanger Asset
Management, LLC (on behalf of certain
clients) and RC and (ii) Baker Steel
Capital Managers LLP and RC, details
of which are contained in the Offer
Document;
"RC" PT Rajawali Corpora, a company incorporated
in Indonesia whose registered office
is at 27th Floor Menara Rajawali,
Jl. Mega Kuningan Lot #5.1., Kawasan
Mega Kuningan, Jakarta 12950, Indonesia;
"Registrars" Share Registrars Limited;
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) (as amended);
"Resolution" the resolution to be proposed at
the General Meeting seeking approval
of the Delisting, as set out in the
Notice;
"Shareholders" holders of Ordinary Shares and the
term "Shareholder" shall mean any
one of them; and
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland.
All references to legislation in this document 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 document are to London time.
All references in this document to "pounds Sterling", "pence",
"GBP", or "p" are to the lawful currency of the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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