IRC LIMITED 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. The information set out below in this announcement is provided for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares in the Company.
(Incorporated in Hong Kong with limited liability)
(Stock code: 1029)Wednesday, 20 January 2016: The Board of Directors of IRC Limited ("IRC" or the "Company", together with its subsidiaries, the "Group") is pleased to announce that Danila Kotlyarov becomes an Executive Director and Chief Financial Officer of the Company. The current Executive Chairman, Jay Hambro, is relinquishing his executive responsibilities to become Non-Executive Chairman.
Danila Kotlyarov is now Chief Financial Officer and joins the Board of Directors as an Executive Director with immediate effect. Mr Kotlyarov was appointed Interim Chief Financial Officer in 2015 and has been managing the operations for the Group since the beginning of 2015.
As the Company focuses its efforts on the K&S project, there will be less need for such a broad executive management team and the Company has taken the decision to modify IRC's management structure to one with a non-executive Chairman, in line with a large proportion of other listed companies. Jay Hambro, presently Executive Chairman is relinquishing his executive role and, at the request of the Board, becomes Non-Executive Chairman with immediate effect. Mr Hambro will continue to lead IRC as the Chairman of the Board and will be directly responsible for the Group's overall strategic direction.
FURTHER INFORMATIONMr Danila Kotlyarov, aged 37, joined the Group in 2005 as Finance Director responsible for Russian and China operations. Mr Kotlyarov was subsequently promoted to Deputy Chief Executive Officer with enlarged scope of responsibilities covering operations and was promoted in 2015 to Interim Chief Financial Officer. Mr Kotlyarov moved to Hong Kong at the beginning of 2015 where he has been managing the operations of the Group. His considerable financial experience includes work at a number of leading Russian and international companies including Wimm-Bill-Dann and Rusagro. Mr Kotlyarov holds a BA degree in Management from Moscow State University and an MA degree in International Economics from the Moscow State Institute of International Relations. He is a fellow member of the Association of Chartered Certified Accountants and has professional diploma in civil and industrial construction.
Mr Kotlyarov has entered into a service contract with the Company under which he agrees to act as Executive Director until terminated by not less than 12 months' notice in writing serviced by the Company to him, or not less than six months' notice in writing by him to the Company. Under the terms of the Company's Articles of Association, Mr Kotlyarov will hold office until the 2016 annual general meeting of the Company where he will be eligible for re- election.
The Remuneration Committee of the Company is currently in discussion with Mr Kotlyarov to determine his remuneration under a revised remuneration policy which aims at controlling costs of the Company. Details of Mr Kotlyarov's remuneration will be disclosed as soon as practicable after the terms of his remuneration have been determined.
As at the date of this announcement, Mr Kotlyarov is interested in 29,000,000 share options of the Company representing approximately 0.47% of the issued share capital of the Company, entitling him to subscribe for 29,000,000 shares of the Company subject to fulfilling certain vesting conditions and vesting period. Save as disclosed herein, Mr Kotlyarov does not have any interest in shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr Kotlyarov does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.
Save as disclosed herein, there are no other matters relating to the appointment of Mr Kotlyarov as an Executive Director of the Company that need to be brought to the attention of the shareholders of the Company nor is there any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
Mr Jay Hambro, aged 41, began his career as a metals and mining project financier at NM Rothschild and then as an investment banker at HSBC. In 2002 he joined what is now the Petropavlovsk Group and was subsequently appointed CEO of Aricom plc. Following the acquisition of Aricom by Petropavlovsk in 2009, he became the CIO there, a role he relinquished in 2010 to become Executive Chairman of IRC. Mr Hambro holds a Bachelor of Arts in Business Management.
Mr Hambro is a Fellow of the Institute of Materials, Minerals and Mining and an Independent Non-Executive Director of Winsway Enterprises Holdings Limited, a company listed on the Hong Kong Stock Exchange. In 2016, he will also be taking up an executive role with another commodities group which is neither a related party nor a competitor of IRC. Save as disclosed herein, Mr Hambro does not hold, and has not held, in the last three years, any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Mr Hambro has signed a letter of appointment to serve as Non-Executive Director of the Company for a term of 3 years commencing 20 January 2016, which can be terminated by either Mr Hambro or the Company by giving 3 months' written notice. Mr Hambro will remain as Chairman of the Board and will continue to chair the Nomination Committee of the Company. Mr Hambro's services are provided by an independent service company and not directly.
The Remuneration Committee of the Company is currently in discussion with Mr Hambro to determine his remuneration under a revised remuneration policy which aims at controlling costs of the Company. Details of Mr Hambro's remuneration will be disclosed as soon as practicable after the terms of his remuneration have been determined.
As at the date of this announcement, affiliated companies of Mr Hambro are interested in 63,732,405 shares of the Company (representing approximately 1.04% of the issued share capital of the Company), including 29,000,000 share options entitling them to subscribe for 29,000,000 shares of the Company subject to fulfilling certain vesting conditions and vesting period. Save as disclosed herein, Mr Hambro does not have any interest in shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr Hambro is the son of Mr Peter Hambro, the Chairman of Petropavlovsk PLC which is a controlling shareholder of IRC. Apart for this, Mr Hambro does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.
Mr Hambro will cease to act as the Authorised Representative of the Company under Rule
3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") and this responsibility will be handed to Mr Kotlyarov. Mr Hambro will also resign from his position as directors of several of the subsidiaries of the Group.
Save as disclosed herein, there are no other matters relating to Mr Hambro's re-designation as Non-Executive Chairman that need to be brought to the attention of shareholders of the Company nor is there any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
According to Rule 3.10A of the Listing Rules, the independent non-executive directors of a listed issuer must represent at least one-third of its board of directors. Upon the appointment of Mr Kotlyarov as Executive Director of the Company, the Board comprises ten members with two Executive Directors, five Non-Executive Directors and three Independent Non- Executive Directors.
As a result, the number of independent non-executive directors of the Company falls below one-third of the Board as required under Rule 3.10A of the Listing Rules. The Company is in the course of reviewing the structure of the Board and identifying suitable candidates to fulfil the requirement under Rule 3.10A as soon as practicable. The Company will make further announcement as and when appropriate.
By Order of the Board
Yury MakarovChief Executive Officer
Hong Kong, People's Republic of China Wednesday, 20 January 2016
As at the date of this announcement, the Executive Directors of the Company are Mr Yury Makarov and Mr Danila Kotlyarov. The Non-Executive Directors are Mr G. Jay Hambro, Mr Cai Sui Xin, Mr Liu Qingchun, Mr Simon Murray, CBE, Chevalier de la Légion d'Honneur and Mr Raymond Kar Tung Woo. The Independent Non- Executive Directors are Mr Daniel Bradshaw, Mr Chuang-Fei Li and Mr Jonathan Martin Smith.
6H, 9 Queen's Road Central Hong Kong
Tel: +852 2772 0007
Email: ir@ircgroup.com.hk
Website: www.ircgroup.com.hk
For further information please visit www.ircgroup.com.hk or contact:
Manager - Communications & Investor Relations Telephone: +852 2772 0007
Mobile: +852 9688 8293
Email: sc@ircgroup.com.hk
IRC Ltd. issued this content on 2016-01-20 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-19 22:24:09 UTC
Original Document: http://www.ircgroup.com.hk/attachment/2016012006170100002414849_en.pdf
