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Subscription of New Shares by General Nice

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Subscription of New Shares by General Nice THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular, the Whitewash Waiver or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in IRC Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchaser or subscribe for any securities of the Company. (a company incorporated in Hong Kong with limited liability) (Stock code: 1029) (1) SUBSCRIPTION OF NEW SHARES BY GENERAL NICE AND MINMETALS CHEERGLORY (2) APPLICATION FOR WHITEWASH WAIVER (3) CONTINUING CONNECTED TRANSACTION (4) SPECIAL DEALS AND (5) NOTICE OF EGM Financial adviser to IRC Limited Independent Financial Adviser to the Independent Board Committee A letter from the Board is set out on pages 12 to 49 of this circular. A letter from the Independent Board Committee is set out on pages 50 and 51 of this circular. A letter from Somerley Limited, the independent financial adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 52 to 106 of this circular. A notice dated 21 February 2013 convening an EGM of the Company to be held at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 11 March 2013 at 10:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or at any adjourned meeting thereof) should you so wish. 21 February, 2013 CONTENTS Page LETTER FROM THE EXECUTIVE CHAIRMAN .................................... 1 DEFINITIONS ..................................................................... 3 LETTER FROM THE BOARD ...................................................... 12 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ........................ 50 LETTER FROM SOMERLEY LIMITED ............................................ 52 APPENDIX I — FINANCIAL INFORMATION ..................................... I-1 APPENDIX II — GENERAL INFORMATION ...................................... II-1 NOTICE OF EXTRAORDINARY GENERAL MEETING ............................. EGM-1 – i – LETTER FROM THE EXECUTIVE CHAIRMAN (a company incorporated in Hong Kong with limited liability) (Stock code: 1029) Suite 6H, 9 Queen’s Road Central Hong Kong 21 February 2013 Dear Fellow Shareholder, This circular (which has been sent to all shareholders) contains details of the proposed subscription of new Shares in IRC by General Nice and Minmetals Cheerglory to raise up to approximately US$238 million, as announced on 17 January 2013. Also included is a letter of advice to you as Independent Shareholders from Somerley Limited, stating that the agreements are on normal commercial terms which are fair and reasonable so far as the independent shareholders are concerned. This circular contains important information that Shareholders should read and any investment decisions should be made based on this information alone. However, I thought it would be useful to reiterate a few key points: . Strategic Partnership — The proposed transaction would create a strategic partnership that aligns IRC’s production growth in Russia with the trading experience of General Nice and Minmetals Cheerglory in China, thereby reinforcing IRC’s position as a Sino-Russian champion. Capital Injections — We will use the net proceeds to accelerate and expand IRC’s production potential, applying the proceeds towards the flagship K&S Project and our newer Garinskoye Project. Offtake — The proposed transaction provides for our partners to work with us on marketing IRC’s products. They will be 100% offtakers of our product should we decide to sell it in the seaborne market. This relationship ensures an end-market and cash-flow security for IRC as the large K&S Project is scheduled to come into production in the first half of next year. I believe that the transaction as a package has manybenefitsandshouldbeconsideredinitsfull context with the Offtake Arrangement and the advantages that the proposed partners bring to our business. – 1 – LETTER FROM THE EXECUTIVE CHAIRMAN In their letter to you as Independent Shareholders, I am encouraged that Somerley Limited considered the various aspects of the transaction as a whole to be fair and reasonable so far as the Independent Shareholders are concerned. I understand that the transaction price is of importance to you and I would point you in particular to Somerley Limited’s comment that it is not appropriate to compare the Subscription Price to recent share prices prior to the announcement of this transaction, but instead to those of longer periods. In this regard, Somerley Limited noted that the Subscription Price represents a premium of approximately 11.90% over the average IRC Share price over the 180 trading days up to the day before it was announced. The transaction with our new Chinese partners provides a platform to accelerate and unlock further value for the benefit of all Shareholders. Your entire Board, including the Independent Non-Executive Directors, believe that the transaction is in the best interests of the Company and Somerley Limited has endorsed this view. With this in mind, I encourage you to vote in favour of the shareholder resolutions and to complete and return the Form of Proxy enclosed with this letter in advance of the EGM to be held on Monday 11 March 2013. Thank you very much for reading this letter and my best wishes for the new year. Yours sincerely, JAY HAMBRO EXECUTIVE CHAIRMAN, IRC LTD – 2 – DEFINITIONS In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise: ‘‘acting in concert’’ has the meaning ascribed to it under the Takeovers Code ‘‘Announcement’’ the joint announcement dated 17 January 2013 of the Company, General Nice and Minmetals Cheerglory regarding, among other things, the Share Issue Transaction, the Whitewash Waiver, the Offtake Arrangements and the Special Deals ‘‘Applicable Seaborne Percentage’’ 100% of the Seaborne Product or such other percentage as adjusted by the terms of the Offtake Framework Agreement from time to time ‘‘Board’’ the board of Directors ‘‘Business Days’’ any day (other than a Saturday or a Sunday) on which commercial banks are open for ordinary banking business in Hong Kong ‘‘Caedmon Agreement’’ the agreement dated 6 April 2012 between the Company, Sangritta Limited and Lania Consulting Limited for the acquisition of a controlling 50% plus one share stake in Caedmon LimitedbytheCompany ‘‘Caedmon Option’’ the option under the Caedmon Agreement for the Company to acquire the remaining shares in Caedmon Limited not already owned by the Company ‘‘CFR’’ cost and freight, a term of sale under the Incoterms whereby the seller pays the costs and freight to bring the goods to the port of destination. Risk is transferred to the buyer once the goods are loaded on the vessel ‘‘CNEEC EPC Circular’’ the circular of the Company dated 24 December 2010 in relation to the Company’s entry into an Engineering, Procurement and Construction Contract with China National Electric Equipment Corporation ‘‘Company’’ or ‘‘IRC’’ IRC Limited, a company incorporated in Hong Kong whose Shares are listed on the main board of the Stock Exchange ‘‘Company Lock-Up Period’’ the period commencing from the date of the Investors’ Subscription Agreements up to the expiry of six months following (i) the General Nice Initial Subscription Completion Date;(ii)iftheGeneralNiceFurther Subscription Right is exercised, the General Nice Further Subscription Completion Date or (iii) the Minmetals Cheerglory Subscription Completion Date – 3 – DEFINITIONS ‘‘DAP’’ delivered at place, a term of sale under the Incoterms whereby the seller pays for carriage to the terminal, except for costs related to import clearance, and assumes all risks prior to the point that the goods are ready for unloading by the buyer ‘‘Deed of Indemnity’’ the deed of indemnity dated 17 January 2013 between General Nice and Petropavlovsk ‘‘Director(s)’’ the director(s) of the Company ‘‘Dry Port Marketing Commission’’ the commission payable by the Company (or any of its subsidiary) to the Investors in respect of the Dry Port Product Sales, which shall be calculated as 5% multiplied by the amount of Dry Port Product Sales save that in any year in which the total tonnage of Dry Port
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