IRC Limited (Stock Code: 1029) has unveiled a proposal to raise up to approximately HK$325.9 million (approximately US$41.8 million) before expenses through a non-fully underwritten rights issue. Under the plan, eligible shareholders will be offered one rights share for every two existing shares at a subscription price of HK$0.51. Assuming full subscription, the net proceeds of about HK$323.6 million (approximately US$41.5 million) are expected after deducting estimated fees and expenses.

According to the announcement, the controlling shareholder, Axioma Capital FZE LLC—currently holding about 64.96% of the issued shares—has given an irrevocable undertaking. Axioma Capital has agreed to subscribe to its full entitlement on a best-effort basis and will underwrite any remaining unsubscribed rights shares up to the point where its total interest does not exceed 75% of IRC Limited’s enlarged share capital.

The company’s board plans to allocate approximately 68% of the net proceeds to repay borrowings by the due dates in 2025 and 2026, while around 22% is for mining operations at K&S, and roughly 10% for general working capital. An extraordinary general meeting (EGM) will be held for independent shareholders to approve the transaction. Axioma Capital, being a connected person under Chapter 14A of the Listing Rules, will abstain from voting on the relevant resolutions.

The proposed rights issue is subject to several conditions, including approval by independent shareholders, permission to deal in the nil-paid and fully-paid rights shares, and fulfillment of the underwriting arrangements. If any key conditions are not met or if the Underwriter exercises termination rights, the initiative will not proceed. The announcement also sets out the intended timetable, highlighting December 2025 and January 2026 as key months for record dates, subscription, and completion procedures.

All qualifying shareholders are eligible to participate based on their shareholdings as of the record date, while non-qualifying shareholders will have their entitlements dealt with through a placing arrangement. The outcome of this process and any resulting net gains will be distributed among those entitled shareholders on a pro-rata basis. Shareholders are advised to review the full circular and consider the terms before deciding on their participation in the rights issue.