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 ("SHARES") OF IRC LIMITED ("IRC") IN THE UNITED STATES OR IN ANY OTHER JURISDICTION 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 MADE AND DOES NOT INTEND TO MAKE ANY PUBLIC OFFER OF THE SHARES IN THE UNITED STATES.
13 October 2010
Revised terms of proposed listing of Non-Precious Metals Division in Hong Kong
The Board of Petropavlovsk PLC ("Petropavlovsk" or the "Group") refers to its announcement of 29 September 2010, setting out certain details of the Global Offering, and the proposed listing on the Main Board of The Stock Exchange of Hong Kong Limited of Shares in the Group's subsidiary, IRC Limited ("IRC"), the holding company of the Non-Precious Metals Division of the Group (the "Proposed Listing") and its announcement of 8 October 2010 regarding the alteration of the terms of the Global Offering and that IRC expected to publish a supplemental prospectus ("Supplemental Prospectus") in Hong Kong.
Petropavlovsk announces that this Supplemental Prospectus for the Proposed Listing was issued on 13 October 2010. The Supplemental Prospectus sets out, inter alia, details of the revised number of Shares comprising the Global Offering (including the withdrawal of all of the 255,000,000 existing Shares held by a wholly-owned subsidiary of Petropavlovsk ("Sale Shares") from the International Offering tranche of the Global Offering), the determination of the final offer price, the increase in the size of a board lot, the consequential effect on matters set out in the prospectus dated 30 September 2010 ("Prospectus") published by IRC and a revised expected timetable for the Global Offering.
Assuming that the over-allotment option (described below) is not exercised, the Global Offering is expected to raise net proceeds of approximately HK$1,722 million (approximately US$222 million) for the IRC Group. Following the Global Offering, Petropavlovsk will continue to be the largest shareholder in IRC with an interest of 65.61% if the over-allotment option is not exercised.
Trading of the Shares is expected to commence on Thursday, 21 October 2010 and the Offer Price will be HK$1.80.
Certain updated information from the Supplemental Prospectus is repeated below:
Issuer: IRC Limited
Securities offered:Ordinary Shares, nominal value of HK$0.01 per Share
Sole Global Coordinator: Merrill Lynch International
Number of Offer Shares: 1,040,000,000 Shares (comprised of the Hong Kong Offer Shares and the International Offer Shares (in each case, subject to adjustment) as detailed below)
Number of Hong Kong Offer Shares: 132,500,000 Shares (subject to adjustment) (unchanged)
Number of International Offer Shares (assuming no exercise of the Over-allotment Option): 907,500,000 Shares (subject to adjustment) (comprising only new Shares and no Sale Shares)
Over-allotment Option:Up to 156,000,000 Shares (equivalent to 15% of the revised number of Offer Shares as stated above consisting entirely of new Shares)
Enlarged number of Offer Shares (assuming full exercise of the Over-allotment Option):1,196,000,000 Shares
Offer Price range (as stated in the Prospectus): HK$2.20 - HK$3.00
Final Offer Price: HK$1.80
Expected listing date: 21 October 2010
Board lot size:2,000 Shares
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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.