NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement does not constitute or form part of any offer or invitation for the sale or purchase of any shares or other securities in, or any underlying assets of, IRC Limited or any of its subsidiaries in the United States, United Kingdom, Hong Kong, Russia or in any other jurisdiction whatsoever.
10 September 2010
Progress of proposed listing of Non-Precious Metals Division in Hong Kong
London, 10 September 2010 - The Board of Petropavlovsk PLC ("Petropavlovsk", or the "Company" or, together with its subsidiaries, the "Group") is pleased to announce that it has reached an advanced stage in its preparations for a possible Hong Kong IPO of the Group's Non-Precious Metals Division and has decided, subject to final approval from the Listing Committee of The Stock Exchange of Hong Kong Limited ("HKEx") and market conditions, to proceed with an IPO of the Group's Non-Precious Metals Division on the HKEx.
As part of the proposed listing process, the Non-Precious Metals Division has been re-organised under a new subsidiary, IRC Limited ("IRC"). Subject to the listing proceeding, it is expected that IRC will become the listed entity on the HKEx during October 2010.
The Non-Precious Metals Division comprises a mining business which is focused on exploring for, developing and operating industrial commodity projects in the Russian Far East and the north-eastern region of China. Its business includes the Group's interests in the mining and processing projects at Kuranakh, Kimkan & Sutara ("K&S"), Garinskoye, Kostenginskoye, Garinskoye Flanks and Bolshoi Seym, the Vanadium Pentoxide joint venture, the Titanium Sponge project as well as supporting the bridge and seaport infrastructure projects, and its interest in the Giproruda Technical Institute.
The Board has considered a number of financing options and possible locations for a listing of IRC and has concluded that a listing on the Main Board of HKEx is the most appropriate and desirable. The decision reflects the location of IRC's asset portfolio as well as proximity to IRC's target customers, equipment suppliers and sources of capital.
IRC will be headquartered in Hong Kong and will have an independent Board of Directors and management team. Jay Hambro and Yury Makarov have stood down from their positions of Chief Investment Officer and Group Head, Non Precious Metals at Petropavlovsk, respectively, and have assumed the roles of Executive Chairman and Chief Executive Officer of IRC, respectively. Raymond Woo, formerly a Director at a major international investment bank in Hong Kong, has been appointed as Chief Financial Officer of IRC.
In June 2010, Petropavlovsk announced an investment in the Group's Non-Precious Metals Division by funds managed by GEMS Ltd. and CEF, the latter of which is a joint venture between the Canadian Imperial Bank of Commerce and Cheung Kong (Holdings) Ltd. Subject to the listing proceeding and in order to expedite the process, it is expected that, at the time of the listing, GEMS's and CEF's shareholding in IRC will be purchased by the Company, that at least the majority of investors will instead participate as lead investors in the IPO process and that they will invest in aggregate their original investment amount at the IPO price.
Peter Hambro, Chairman of Petropavlovsk PLC, said:
"With the progress we have made towards funding our larger projects, while producing and delivering our first iron concentrate from Kuranakh, a listing of IRC in Hong Kong is an important and significant further step for Petropavlovsk and for IRC."
The listing of IRC is subject to, among other things, the final approval from the Listing Committee of HKEx and the final decisions of the boards of Directors of the Company and IRC. There is no assurance that the listing will proceed or as to when it will take place. Further updates on this process will be provided as appropriate.
+44 (0) 20 7201 8900
+44 (0) 20 7726 8400
Kreab Gavin Anderson, Hong Kong
+852 2523 7189
Richard Barton (+852 9308 1056)
Joshua Goldman-Brown (+852 9687 9197)
Grace Zhang (+852 6746 8971)
The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States. Some statements contained in this release or referred to in it are, or may be, forward-looking statements. Actual results may differ from those expressed in such statements, depending on a variety of factors.
In connection with the listing, the price of IRC shares may be stabilised in accordance with the Securities and Futures (Price Stabilizing) Rules (Cap. 571W of the Laws of Hong Kong). Details of any intended stabilisation and how it will be regulated under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) will be contained in the prospectus to be published by IRC.