IRC Limited — Capital/Financing Update 2013

Oct 4, 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)

EXERCISE OF GENERAL NICE FURTHER SUBSCRIPTION RIGHT

On 4 October 2013, the Board of IRC Limited is pleased to announce that the Company received an irrevocable notice from General Nice for the exercise of the General Nice Further Subscription Right to subscribe for 863,600,000 new Shares for a cash consideration of HK$811.8 million (approximately US$104.7 million).

Following the exercise of the General Nice Further Subscription Right, Minmetals Cheerglory will subscribe for 247,300,000 new Shares for a cash consideration of HK$232.5 million (approximately US$30.0 million).

Reference is made to the Circular of the Company dated 21 February 2013 (the ‘‘Circular’’). Capitalised terms used in this announcement shall have the same meanings as defined in that Circular.

On 4 October 2013, General Nice gave notice to the Company that it is exercising the General Nice Further Subscription Right to subscribe for the General Nice Further Subscription Shares of 863,600,000 new Shares for a cash consideration of HK$811.8 million (approximately US$104.7 million). The exercise of the General Nice Further Subscription Right is the last condition precedent to Minmetals Cheerglory’s subscription for the Minmetals Cheerglory Subscription Shares of 247,300,000 new Shares for a cash consideration of HK$232.5 million (approximately US$30.0 million).

As General Nice is exercising the General Nice Further Subscription Right more than three months after the General Nice Initial Subscription Completion Date, yet before the General Nice Further Subscription Expiry Date, General Nice is entitled to receive 75% of the 34,064,000 General Nice Deferred Subscription Shares. Consequently, the Company shall allot and issue only 25,548,000 new Shares as the General Nice Deferred Subscription Shares.

As agreed between the Company, General Nice and Minmetals Cheerglory in respect of their respective subscription agreements, completion of the General Nice and Minmetals Cheerglory subscriptions shall take place on 18 November 2013.

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Upon the completion of the General Nice and Minmetals Cheerglory subscriptions, IRC will have raised HK$1.845 billion (approximately US$238 million) through the issuance of 1,953,984,000 new Shares to the Investors. This comprises:

1. The General Nice Initial Subscription for 817,536,000 new Shares for HK$800.5 million (approximately US$103.3 million), including the subscription price paid for the General Nice Deferred Subscription Shares;

2. The General Nice Further Subscription for 863,600,000 new Shares for HK$811.8 million (approximately US$104.7 million) and issuance of 25,548,000 new Shares as the General Nice Deferred Subscription Shares; and

3. The Minmetals Cheerglory Subscription for 247,300,000 new Shares for HK$232.5 million (approximately US$30.0 million).

Set out below is the shareholding structure of the Company as at the date of this announcement and immediately after the completion of the General Nice and Minmetals Cheerglory subscriptions:

GENERAL NICE AND PARTIES ACTING IN CONCERT WITH ITGeneral Nice and its concert parties1Minmetals Cheerglory2Petropavlovsk4Total shareholdings of General Nice and parties acting in concert with itOTHER SHAREHOLDINGSDirectorsGeorge Jay HambroContingent beneficial interest3Beneficial interestYury MakarovContingent beneficial interest3Beneficial interestRaymond Kar Tung WooContingent beneficial interest3Beneficial interestIndependent ShareholdersTotal other shareholdingsTOTAL	As at date of thisannouncementNo. of Shares% 817,536,00018.96 0.000.002,205,900,00051.16 3,023,436,00070.12 23,220,0000.54352,0000.0120,317,5000.47238,0000.0114,512,5000.34120,0000.0058,760,0001.361,229,374,30128.51 1,288,134,30129.88 4,311,570,301 100.00	As at date of thisannouncementNo. of Shares% 817,536,00018.96 0.000.002,205,900,00051.16 3,023,436,00070.12 23,220,0000.54352,0000.0120,317,5000.47238,0000.0114,512,5000.34120,0000.0058,760,0001.361,229,374,30128.51 1,288,134,30129.88 4,311,570,301 100.00	Immediately aftercompletion of theGeneral Nice andMinmetalsCheerglorysubscriptions No. of Shares% 1,706,684,00031.33247,300,0004.54 2,205,900,00040.49 4,159,884,00076.3623,220,0000.43352,0000.0120,317,5000.37238,0000.0014,512,5000.27120,0000.0058,760,0001.08 1,229,374,30122.57 1,288,134,30123.64 5,448,018,301 100.00	Immediately aftercompletion of theGeneral Nice andMinmetalsCheerglorysubscriptions No. of Shares% 1,706,684,00031.33247,300,0004.54 2,205,900,00040.49 4,159,884,00076.3623,220,0000.43352,0000.0120,317,5000.37238,0000.0014,512,5000.27120,0000.0058,760,0001.08 1,229,374,30122.57 1,288,134,30123.64 5,448,018,301 100.00
	3,023,436,000	70.12	4,159,884,000	76.36
	23,220,000352,00020,317,500238,00014,512,500120,000	0.540.010.470.010.340.00	23,220,000352,00020,317,500238,00014,512,500120,000	0.430.010.370.000.270.00
	58,760,0001,229,374,301	1.3628.51	58,760,000 1,229,374,301	1.0822.57
	1,288,134,301	29.88	1,288,134,301	23.64
	4,311,570,301	100.00	5,448,018,301	100.00

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• 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.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China 4 October 2013

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 Légion 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.

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