RE: oday We Had Some Good News2 Jun 2021 22:33
Reference is made to the announcement made by the Company on 19 March 2020 (the
“Announcement”). As disclosed in the Announcement, the board of directors of IRC (the
“Board”) was informed by Petropavlovsk PLC (“Petropavlovsk”), a substantial shareholder
(as defined in the Listing Rules) of the Company, that on 18 March 2020, it had entered into
an agreement (the “Agreement”) with Stocken Board AG (“Stocken”), a Liechtensteinincorporated investment company. The Agreement sets out the terms on which Petropavlovsk
would sell and Stocken would purchase 2,120,922,527 ordinary shares of the Company (“Sale
Shares”) (representing approximately 29.90% of the total issued share capital of the Company
as at the date of this announcement) for a consideration of US$10 million (“Consideration”),
payable up to 31 December 2021 (the “Proposed Transaction”).
The Board notes that the Agreement was described as a preliminary agreement with nonbinding terms in Petropavlovsk’s announcement dated 18 March 2020 and accordingly, this
wording was followed in the Announcement. However, on 25 May 2021, the Board was
informed by Petropavlovsk that Petropavlovsk had received notification from Gazprombank
(“GPB”) that GPB had consented to the Proposed Transaction and that the Agreement had
become binding upon Petropavlovsk. Accordingly, the Board understands that the Agreement
constitutes a conditional sale and purchase agreement for the Sale Shares.
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As set out in the Announcement, completion of the Agreement will be conditional upon
certain conditions precedent, including the termination and irrevocable release of the
Petropavlovsk Group from the guarantees (“Guarantees”) entered into by Petropavlovsk in
favour of Gazprombank (the “Release”) and the receipt of any consents that may be required
under Petropavlovsk’s US$500 million 8.125% notes maturing November 2022 (“Notes”) or
confirmation by the Petropavlovsk board of directors that no consents are required.
The Agreement will terminate if it has not completed by the longstop date. The longstop
date is 180 days from the receipt of any consents that may be required under the Notes or
confirmation by the Petropavlovsk board of directors that none is required.
Whilst the Agreement has become binding, there can be no certainty that the conditions
precedent will be satisfied and, as such, that the Proposed Transaction will proceed to
completion.
A refinancing of the Group’s GPB project finance facilities may be required in connection
with the Proposed Transaction and the Release. Any such refinancing may include a new
senior facility and a convertible bond issue by the Company, and, if such a refinancing is
required, it would be subject to, among other things, approval by the Board of the Company.
Stocken has informed the Company that it is a third party independent of and not connected
with the Company and its connected persons.
As at the date of this announcement, Petropavlovsk holds 2,