IRC Limited — Capital/Financing Update 2013

Dec 30, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(incorporated in Hong Kong with limited liability) (Stock Code: 1029)

PARTIAL SUBSCRIPTION OF GENERAL NICE FURTHER SUBSCRIPTION SHARES

The Board of IRC Limited announces that on 30 December 2013 it has allotted and issued 218,340,000 new Shares to General Nice for HK$205.2 million (approximately US$26.5 million) as partial subscription of General Nice Further Subscription Shares.

General Nice has informed the Company that it is not in a position to complete the remainder of the General Nice Further Subscription at present, and consequently neither the remainder of the General Nice Further Subscription nor the Minmetals Cheerglory Subscription will take place today as planned. The Company is in discussions with General Nice, Mr Cai Sui Xin and Minmetals Cheerglory about a possible further deferred completion and other available options.

References are made to (i) the announcement of IRC Limited dated 17 January 2013; (ii) the circular of the Company dated 21 February 2013 (the ‘‘Circular’’); and (iii) the announcements of the Company dated 4 October 2013 and 18 November 2013. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.

Monday 30 December 2013: IRC Limited (‘‘IRC’’ or the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’; Stock Code 1029) announces that today it has allotted and issued 218,340,000 new Shares to General Nice for HK$205.2 million (approximately US$26.5 million) as partial subscription of General Nice Further Subscription Shares (the ‘‘Partial Further Subscription’’).

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Together with the 817,536,000 new Shares issued to General Nice under the General Nice Initial Subscription on 5 April 2013, as at the date of this announcement, General Nice holds, in aggregate, 1,035,876,000 Shares, representing approximately 22.87% of the total issued share capital of the Company, as enlarged by the Partial Further Subscription. Accordingly, General Nice has already invested over 60% of its total commitments.

FULL COMPLETION OF THE GENERAL NICE FURTHER SUBSCRIPTION AND MINMETALS CHEERGLORY SUBSCRIPTION

As announced by the Company on 18 November 2013, the Company, General Nice and Minmetals Cheerglory agreed that the time for completion of the General Nice Further Subscription and Minmetals Cheerglory Subscription would be 30 December 2013.

Notwithstanding Partial Further Subscription having taken place, General Nice has informed the Company that it is not in a position to complete the remainder of the General Nice Further Subscription, and consequently neither the General Nice Further Subscription nor the Minmetals Cheerglory Subscription will take place today as planned. The Company is in discussions with General Nice, Mr Cai Sui Xin (the controlling shareholder and Chairman of General Nice) and Minmetals Cheerglory about a possible further deferred completion and other available options.

EFFECT OF PARTIAL FURTHER SUBSCRIPTION ON PETROPAVLOVSK

Immediately before the Partial Further Subscription, Petropavlovsk held 2,205,900,000 Shares of the Company which represented approximately 51.16% of the total issued capital of the Company at the time. As a result of Partial Further Subscription, the shareholding of Petropavlovsk has been diluted to 48.70% of the total issued share capital of the Company, as enlarged by the Shares allotted and issued to General Nice following the Partial Further Subscription.

Petropavlovsk will continue to remain a controlling shareholder of the Company as defined under the Listing Rules, but the Company is expected to no longer be treated as a subsidiary of Petropavlovsk or to be consolidated in Petropavlovsk’s consolidated financial statements. As a consequence, the Guarantee Fee under the Recourse Agreement will become payable by the Company to Petropavlovsk.

The Shareholders’ Agreement between Petropavlovsk, General Nice and Minmetals Cheerglory will not come into effect unless and until completion of the General Nice Further Subscription and Minmetals Cheerglory Subscription occurs.

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CURRENT SHAREHOLDING STRUCTURE

The table below sets out the shareholding structure of the Company immediately before Partial Further Subscription by General Nice and as at the date of this announcement:

		Immediately before Partial	Immediately before Partial
		Further Subscription		As at the date of this
		by General Nice		announcement
		No. of Shares	%	No. of Shares	%
GENERAL NICE AND PARTIES ACTING
IN CONCERT WITH IT
General Nice and its concert parties1Minmetals Cheerglory2Petropavlovsk4		817,536,00002,205,900,000	18.960.0051.16	1,035,876,00002,205,900,000	22.870.0048.70
Total shareholdings of General	Nice and
parties acting in concert with it		3,023,436,000	70.12	3,241,776,000	71.56
OTHER SHAREHOLDINGS
Directors
George Jay Hambro	Contingent beneficial interest3	23,220,000	0.54	23,220,000	0.51
	Beneficial interest	352,000	0.01	352,000	0.01
Yury Makarov	Contingent beneficial interest3	20,317,500	0.47	20,317,500	0.45
	Beneficial interest	238,000	0.01	238,000	0.01
Raymond Kar Tung Woo	Contingent beneficial interest3	14,512,500	0.34	14,512,500	0.32
	Beneficial interest	120,000	0.00	120,000	0.00
		58,760,000	1.36	58,760,000	1.30
Independent Shareholders		1,229,374,301	28.51	1,229,374,301	27.14
Total other shareholdings		1,288,134,301	29.88	1,288,134,301	28.44
TOTAL		4,311,570,301	100.00	4,529,910,301	100.00

• Note 1: Does not include the holdings of Minmetals Cheerglory.

• Note 2: Although Minmetals Cheerglory is a party acting in concert with General Nice in respect of the Whitewash Waiver and for the purposes of the Takeovers Code, Minmetals Cheerglory will not be a substantial shareholder or a connected person of the Company under the Listing Rules after completion of the General Nice and Minmetals Cheerglory subscriptions. As such, for the purposes of Rule 8.24(2) of the Listing Rules, Minmetals Cheerglory is a member of the public.

• Note 3: Subject to the fulfillment of certain performance conditions, and subject to a three-year bullet vesting period.

• Note 4: Petropavlovsk owns 100% of the issued share capital of Cayiron Limited, which in turn directly holds shares in the Company.

The Company, General Nice and Minmetals Cheerglory are committed to completing the transaction and will update shareholders on progress in due course.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China Monday 30 December 2013

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As at the date of this announcement, the Executive Directors of the Company are Mr G. Jay Hambro, Mr Yury Makarov, and Mr Raymond Kar Tung Woo. The Non-Executive Directors are Mr Simon Murray, CBE, Chevalier de la Legion d’Honneur, Mr Cai Sui Xin and Mr Liu Qingchun. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-fei Li.

The Directors jointly and severally accept full responsibility for the accuracy of the information in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

IRC Limited 6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Fax: +852 2772 0329 Email: ir@ircgroup.com.hk Website: www.ircgroup.com.hk

For further information, please visit www.ircgroup.com.hk or contact:

Nicholas Bias Head of Communications, IRC Ltd Telephone: +852 2772 0007 Mobile: +852 9088 1029 Email: nb@ircgroup.com.hk

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