we now own a helicopter.30 Dec 2019 09:21
nouncement.
(Incorporated in Hong Kong with limited liability)
(Stock code: 1029)
CONNECTED TRANSACTION
DISPOSAL OF A HELICOPTER
The Board of IRC Limited announces that on 13 December 2019, LLC GMMC
(a subsidiary of the Company) and JSC “Pokrovskiy mine” (a subsidiary of
Petropavlovsk PLC) entered into an agreement pursuant to which LLC GMMC
agreed to sell, and JSC “Pokrovskiy mine” agreed to purchase, a helicopter at a
consideration of approximately US$4.9 million.
The Purchaser is a connected person of the Company for the purposes of Rules 14A.07(4)
and 14A.13(1) of the Listing Rules as it is a subsidiary of Petropavlovsk, the holding
company of Cayiron Limited. Cayiron Limited is a substantial shareholder of the Company
holding 31.10% of its Shares. The transactions contemplated under the Disposal Agreement
therefore constitute a connected transaction of the Company under Chapter 14A of the
Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing
Rules) in relation to the Disposal is more than 0.1% but less than 5%, the Disposal is
exempt from the independent shareholders’ approval requirement, and is subject only to
the reporting and announcement requirements in respect of connected transactions set out
in Chapter 14A of the Listing Rules.
1. INTRODUCTION
Friday, 13 December 2019: The Board of IRC Limited announces that on 13 December
2019, the Vendor and the Purchaser entered into the Disposal Agreement, pursuant to
which the Vendor agreed to sell, and the Purchaser agreed to buy, the Helicopter for the
Consideration.
The Purchaser is a connected person of the Company for the purposes of Listing Rules
14A.07(4) and 14A.13(1) as it is a subsidiary of Petropavlovsk, the holding company of
Cayiron Limited. Cayiron Limited is a substantial shareholder of the Company holding
31.10% of its Shares. The transactions contemplated under the Disposal Agreement
therefore constitute a connected transaction of the Company under Chapter 14A of the
Listing Rules.
LR
14.58(1)
LR
13.52,
Note 5
LR 13.51A
LR 14A.68(2)
LR 14A.68(2)
– 2 –
2. INFORMATION ON THE HELICOPTER
The Helicopter is owned by the Vendor. It was purchased by the Vendor prior to the
initial public offering of the Company in October 2010.
The Group currently leases the Helicopter to MC Petropavlovsk, a subsidiary of
Petropavlovsk, pursuant to the Subsequent Renewed Helicopter Lease Deed. As set
out in the paragraph headed “Termination of Connected Transaction – The Subsequent
Renewed Lease Deed” below, the Subsequent Renewed Helicopter Lease Deed will be
terminated with effect from Completion.
As at 30 November 2019, the unaudited net book value of the Helicopter was
approximately US$5.2 million.