Archipelago Resources PLC : Unconditional Recommended Cash Offer

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 atwww.archipelagoresources.co.ukduring 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 £338 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 represent15.50 per cent. of the Enlarged Issued Share Capital, whichtogether 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.

Rajawaliis 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 1and those which will be set out in the Offer Document and Form of Acceptance, which Rajawali shall despatch to Archipelago Shareholders later today.  Appendix 2of this Announcement contains the sources and bases of certain information used in this summary and in the following announcement.  Appendix 3of 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, orby any means or instrumentality (including, without limitation, telephonically or electronically) of interstate orforeign 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 anyapplicable 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 1and 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:

The Offer values Archipelago's existing issued share capital at approximately £338 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 1and 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 IrrevocableUndertaking.

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 £125,542,036 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 1and which will be set out in the Offer Document and accompanying Form of Acceptance, which Rajawali shall despatch to Archipelago Shareholders later today. Appendix 2contains the sources and bases of information used in this Announcement.  Appendix 3contains 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 lawsand/or regulations of any jurisdiction other than the UK should inform themselves about and observe anyapplicable 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:

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