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Seems like a fair enough reason for them to resign, it’s a corporate decision though and no doubt the management would have seen the interest from poly and thought, yes that looks like a safer play lol
1. As reported by management in its recent press releases, the company announced that it had received
notices from Gazprombank (“GPB”) demanding immediate repayment of approximately US$201.0m
(including accrued interest) due under the Company’s Committed Term Facility Agreement (the “Term
Loan”) with GPB, and subsequently assigned all its rights under the Term Loan to JSC UMMC-Invest
and repayment of approximately US$87.1m (including accrued interest) due under the Group’s
Russian subsidiaries’ revolving credit facilities.
2. As a result of the acceleration of the Term Loan and/or the revolving credit facilities referred to above,
one or more Events of Default under the Conditions (as defined in each of the trust deeds which
constitute the Guaranteed Notes and the Convertible Bonds) have occurred. Consequently, the Group
sent Notices of Events of Default to the relevant trustees pursuant to the provisions of the respective
trust deeds.
3. The Board considers it very unlikely that it will be able to refinance the Term Loan in the short term and
has to date been unable to do so. The Board is also mindful of the Group’s obligations to the holders of
the US$500 million 8.125% guaranteed notes 2022 issued by Petropavlovsk 2016 Limited (of which
US$304 million remains outstanding) (the “Notes”) and the Convertible Bonds. The Company has not
paid the most recent coupon due on the Notes.
4. The company has engaged external advisors to assist in determining the company’s course of action,
including the possibility of sale of its entire interests in its operating subsidiaries as soon as possible.
Management considers it highly unlikely that any return will be secured for shareholders as a result of
this process given the level of the Company’s indebtedness. Consequently, we consider there to be
significant uncertainty about the company’s ability to continue as a going concern.
MHA MacIntyre Hudson – Audit registration C001282232
1 July 2022
When reporting the change in accounting period, the Company did report that “even with that
extension, the Board considers it unlikely that it will be able to complete the audit in the absence of a
material change in circumstances.”
It is unclear to us what material change in circumstance could result in the completion of the audit
within the timescale required for the filing of the financial statements.
Firstly, there does not appear to us to be any realistic prospect that the full balance of the audit fees
that are due and outstanding will be paid unless a sale of business takes place or sanctions are lifted.
Secondly, even if we were in a position to undertake further audit work, and had not suspended work,
we consider that such records and information would have had to have been provided to us well before
now in order for us to have completed the audit by the filing date under the Companies Act and
Disclosure Guidance and Transparency Rules.
We have concluded therefore that, due to the circumstances in which it finds itself and the change of
accounting period, the Company is unable to fulfil its responsibilities under the terms of our
engagement to provide us with accounting records and financial information as and when such
information is required, in connection with an audit of the financial results for the period to 28 February
2022.
4. In taking the decision to resign, we have also had regard to the likelihood of events that would result in
the audit not being completed in any event (for example, in circumstances in which the Company
enters into administration or liquidation), taking account of public announcements made by the
company regarding the level of its indebtedness, the possibility of the sale of its entire interests in its
operating subsidiaries as soon as possible, and its view that the audit is unlikely to be completed
unless there is a material change in circumstances.
5. The Company’s management and those charged with its governance have approached us to provide
urgent tax advisory services in connection with its attempt to sell operating subsidiaries and rationalise
intra-Group debt, and wish us to accept the appointment in order that this firm may apply its existing
knowledge of the Group in the provision of those services with a view to assisting the Company in its
efforts to achieve the best possible outcome for all stakeholders. We have informed the Company that
we are unable to perform these services whilst serving as its auditors due to the applicable ethical
standards. In view of the considerations above, however, we have decided to tender our resignation as
auditors and accept this engagement.
In addition to resignation reasons outlined above we consider that the following matters ought to be brought
to the attention of the members and creditors under section 519 of the Companies Act 2006:
1. As reported by management in its recent press releases, the company a
Statement of Reasons pursuant to section 519 of the Companies Act 2006 (“the Act”) in relation to
the resignation of MHA MacIntyre Hudson as statutory auditors of Petropavlovsk Plc (Company No
04343841), Petropavlovsk Dollar Treasury Limited (Company no 11072497), Petropavlovsk Mining
Treasury UK Limited (Company no 06908968) and Petropavlovsk Rouble Treasury Limited (Company
No 06908991)
The reasons for our resignation are as follows:
1. There are significant audit fees that have been invoiced which are overdue and outstanding. It appears
to us, and we understand from Petropavlovsk Plc (“the Company”), that this debt will not be eliminated
unless some form of sale of business takes place. We note from the Company’s announcements of 16
May 2022 and 7 June 2022 that the Group is unable to extract cash from its Russian subsidiaries, and
that the Company does not expect to secure a return for shareholders due to the level of its
indebtedness. . We are entitled to resign under the terms of our engagement by reason of nonpayment of fees that are due to us.
2. The existence of significant outstanding fees creates both perceived and actual self-interest and
objectivity threats to our independence as an auditor. Having given consideration to these matters, we
suspended further audit work on the financial statements in May 2022 until payment of any overdue
fees is received in full. Given the existing duration of this suspension and the prospect of continuing it
until the overdue fees are paid, and the Company’s expectation that the audit is unlikely to be
completed, and having regard to the full range of responsibilities placed upon a statutory auditor, we
have decided that it is appropriate to resign rather than to continue to rely on the suspension of our
audit work as a satisfactory safeguard against the threats to our independence referred to above.
3. On 7 June 2022 the Company announced the extension of the accounting period from 31 December
2021 to 28 February 2022. Our audit work, prior to the suspension of work, had been conducted in
respect of the company’s financial position as at 31 December 2021 and its results for the year ended
31 December 2021. Accordingly, a substantial amount of audit work would have to be re-performed
due to the change in accounting reference date and additional work to be performed on the additional
period. This would require the Company to make available to us the Group’s and the Company’s
accounting records and related financial information for the period to 28 February 2022, and prepare
appropriate financial statements in accordance with legal and regulatory requirements.
We were not notified of the proposal to extend the accounting period to 28 February 2022. We had
indicated to the Company our view that a much longer period was required. As stated above, at the
time of the extension to the accounting period, we had already suspended further audit work.
When reporti
Just received this email from
Dorcas Murray
Company Secretary
Petropavlovsk PLC
========
well, this complicates everything even further.... the nightmare is on!