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IRC Limited Share Issue/Capital Change 2024
49636_rns_2024-12-12_71cfc2f8-4e3f-4a10-8c4f-67f883739fea.pdf
Share Issue/Capital Change
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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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.
IRC Limited 鐵江現貨有限公司
(Incorporated in Hong Kong with limited liability)
(Stock code: 1029)
RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS
References is made to the prospectus (the "Prospectus") of IRC Limited (the "Company") dated 21 November 2024 in relation to the Rights Issue. Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Prospectus.
RESULTS OF THE RIGHTS ISSUE
The Board is pleased to announce that the Rights Issue became unconditional on Monday, 9 December 2024, and as of 4:00 p.m. on Thursday, 5 December 2024, being the Latest Time for Acceptance,
(i) a total of 12 valid acceptances in respect of a total of 3,032,875,493 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 71.2% of the total number of 4,259,828,628 Rights Shares available for subscription under the Rights Issue; and
(ii) a total of 8 valid applications for a total of 2,158,762,069 Excess Rights Shares have been received, representing approximately 50.7% of the total number of 4,259,828,628 Rights Shares available for subscription under the Rights Issue.
Pursuant to the Irrevocable Undertaking, Axioma Capital has subscribed for 2,418,078,968 Rights Shares, representing its full entitlements to the provisional allotment under the Rights Issue.
Based on the above acceptance and application results, a total of 20 valid acceptances and applications in respect of 5,191,637,562 Rights Shares, representing approximately 121.9% of the total number of 4,259,828,628 Rights Shares available for subscription under the Rights Issue, have been received. Accordingly, the Rights Issue was over-subscribed by 931,808,934 Rights Shares, representing approximately 21.9% of the total number of 4,259,828,628 Rights Shares available for subscription under the Rights Issue.
EXCESS RIGHTS SHARES
Given the valid acceptance of provisional allotments under the PALs as mentioned above, 1,226,953,135 Excess Rights Shares were available for subscription under the EAFs. Such number of Excess Rights Shares was insufficient to satisfy all valid applications for a total number of 2,158,762,069 Excess Rights Shares made under the EAFs.
The allocation of the Excess Rights Shares was made pursuant to the principles set out in the section headed "Letter from the Board – The Rights Issue – Basis of allocation of Excess Rights Shares" in the Prospectus.
Given that the number of Excess Rights Shares available for subscription under the EAFs was insufficient to satisfy all valid applications, the allocation of the 1,226,953,135 Rights Shares to Qualifying Shareholders who had validly applied for Excess Rights Shares was made on a fair and equitable basis, and as far as practicable on a pro-rata basis of approximately 56.84% of the number of Excess Rights Shares validly applied for under each application. In determining the basis of allocation of the Excess Rights Shares, reference was only made to the number of Excess Rights Shares being applied for in the relevant EAFs, and no reference was made to the Rights Shares comprised in applications through PALs or the existing number of Shares held by the relevant Qualifying Shareholders and no preference was given to applications for topping up odd lots.
The following table sets forth the details of excess applications validly received:
| Number of valid excess applications | Total number of Excess Rights Shares applied for | Total number of Excess Rights Shares allotted | Approximate percentage of allocation based on the total number of Excess Rights Shares applied for |
|---|---|---|---|
| 8 | 2,158,762,069 | 1,226,953,135 | 56.84 |
USE OF PROCEEDS
The gross proceeds from the Rights Issue are approximately HK$362.1 million and the net proceeds from the Rights Issue, after deducting all related expenses for the Rights Issue, are approximately HK$360.9 million. The net proceeds from the Rights Issue will be applied in accordance with the proposed use of proceeds set forth in the section headed "Letter from the Board – Reasons for the Rights Issue and the use of proceeds" in the Prospectus.
CHANGES IN THE SHAREHOLDING STRUCTURE
To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the shareholding structure of the Company immediately before and after completion of the Rights Issue is shown below for reference purpose only:
| Immediately before completion of the Rights Issue | Immediately after completion of the Rights Issue | |||
|---|---|---|---|---|
| Number of Shares | Approximate % | Number of Shares | Approximate % | |
| Axioma Capital (Note 1) | 4,836,157,937 | 56.76 | 8,301,012,857 | 64.96 |
| Public Shareholders | 3,683,499,320 | 43.24 | 4,478,473,028 | 35.04 |
| Total | 8,519,657,257 | 100.00 | 12,779,485,885 | 100.00 |
Notes:
1. As at the date of this announcement, Axioma Capital is wholly, ultimately and beneficially owned by Mr. Levitskii. As such, Mr. Levitskii is deemed or taken to be interested in the Shares held by Axioma Capital by virtue of the SFO.
2. On top of the subscription made by Axioma Capital pursuant to the Irrevocable Undertaking in respect of its provisional entitlement under the Rights Issue, Axioma Capital has also applied for Excess Rights Shares through CCASS, and to the best knowledge of the Directors as at the date of this announcement, shall be allocated 1,046,775,952 Rights Shares for its excess application made.
DESPATCH OF SHARE CERTIFICATES FOR THE FULLY-PAID RIGHTS SHARES AND REFUND CHEQUES
It is expected that the share certificates for the fully-paid Rights Shares and the refund cheques (if any) in respect of partially unsuccessful applications for the Excess Rights Shares (without interest) will be posted to the allottees and/or the applicants by ordinary post at the risk of the persons entitled thereto to their respective registered addresses as shown in the register of members of the Company on or before Friday, 13 December 2024.
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COMMENCEMENT OF DEALINGS IN THE FULLY-PAID RIGHTS SHARES
Dealings in the fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Monday, 16 December 2024.
By order of the Board
IRC Limited
Denis Cherednichenko
Chief Executive Officer
Hong Kong, People’s Republic of China
Thursday, 12 December 2024
As at the date of this announcement, the executive Director is Mr. Denis Cherednichenko. The Chairman and non-executive Director is Mr. Nikolai Levitskii. The independent non-executive Directors are Mr. Dmitry Dobryak, Ms. Natalia Ozhegina, Mr. Alexey Romanenko and Mr. Vitaly Sheremet.
IRC Limited
6H, 9 Queen’s Road Central, Hong Kong
Telephone: +852 2772 0007
Email: [email protected]
Website: www.ircgroup.com.hk
For further information, please visit www.ircgroup.com.hk or contact:
Johnny Yuen
Finance Director (HK) & Company Secretary
Telephone: +852 2772 0007
Email: [email protected]