NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, RUSSIA OR JAPAN
THIS PRESS RELEASE IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES (THE "SHARES") OF IRC LIMITED ("IRC") IN THE UNITED STATES OR IN ANY OTHER JURISDICTIONS OR AN INVITATION TO ENGAGE IN ANY INVESTMENT ACTIVITY WITH RESPECT TO SECURITIES OR INVESTMENTS OF ANY KIND. THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IRC HAS NOT AND DOES NOT INTEND TO MAKE ANY PUBLIC OFFER OF THE SHARES IN THE UNITED STATES.
29 September 2010
Petropavlovsk announces IRC Global Offering Details
The Board of Petropavlovsk PLC ("Petropavlovsk" or the "Group") refers to its announcements on 10 September 2010 and 21 September 2010 setting out certain details of the progress of the proposed listing on the Main Board of The Stock Exchange of Hong Kong Limited ("HKEx") of the Group's subsidiary, IRC Limited ("IRC"), the holding company of the Non-Precious Metals Division of the Group (the "Proposed Listing"). Today, IRC has announced details of the Global Offering of shares in IRC ("IRC Shares") (the "Global Offering") and the Proposed Listing. IRC is a Hong Kong-incorporated explorer, developer and producer of industrial commodities in the Russian Far East and north-eastern China.
IRC Global Offering Highlights
ALL TIMES AND DATES ARE HONG KONG TIME (GMT+8)
§ Global Offering of 1,325,000,000 IRC Shares(comprising 1,070,000,000 new IRC Shares and 255,000,000 existing IRC Shares, subject to the over-allotment option)
§ Offer Price Range of HK$2.20 to HK$3.00 per IRC Share
§ Expected gross proceeds of between HK$2,915 million to HK$3,975 million, of which HK$2,354 million to HK$3,210 million would be for IRC Limited
§ Expected market capitalisation on Listing between HK$7,462 million to HK$10,176 million
§ IRC is expected to announce the Offer Price on 13 October 2010
§ Trading is expected to begin on 14 October 2010.
A total of 1,325,000,000 IRC Shares, consisting of 1,070,000,000 new IRC Shares to be issued by IRC (80.8%) and 255,000,000 existing IRC Shares to be sold by a wholly-owned subsidiary of Petropavlovsk (19.2%), will be offered for subscription or purchase in the Global Offering, assuming the over-allotment option is not exercised. The offer price (the "Offer Price") is currently expected to be between HK$2.20 per share and HK$3.00 per share. Assuming that the over-allotment option is not exercised, the Global Offering is expected to raise gross proceeds of between HK$2,915 million and HK$3,975 million (approximately US$374 million and US$510 million respectively), of which HK$2,354 million to HK$3,210 million (approximately US$302 million to US$412 million) would be for the IRC Group. Following the Global Offering, Petropavlovsk will continue to be the largest shareholder in IRC with an interest of 57.5% if the over-allotment option is not exercised (or 54.3% if the over-allotment option is exercised in full).
Merrill Lynch International, as the Sole Global Coordinator and on behalf of the International Underwriters, is expected to be granted an over-allotment option pursuant to which it may require the IRC to allot and issue up to 198,750,000 additional IRC Shares. This represents in aggregate up to 15% of the initial size of the Global Offering to cover over-allocations in the International Offering, if any.
For further information, please contact:
+44 (0) 20 7201 8900
Merlin Financial PR
+44 (0) 20 7726 8400
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. 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.
The material set forth herein is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement or offering of the securities in Russia within the meaning of Russian securities laws and must not be passed on to third parties or otherwise be made publicly available in Russia. The securities to which this material relates have not been and will not be registered in Russia or admitted to public placement and/or public circulation in Russia and are not intended for "offering", "placement" or "circulation" in Russia (each as defined in Russian securities laws).
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.