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Copied over from post on ii
From UGC (UGOLD) website...
30.06.2020
Petropavlovsk Annual General Meeting and Board Appointments UGC Response
Uzhuralzoloto Group of Companies ("UGC") notes the announcement this morning by Petropavlovsk Plc ("Petropavlovsk" or the “Company”) regarding the appointment of four new directors with effect from the end of the Company's AGM.
While UGC welcomes the fact that the Company has respected the wishes of all shareholders who voted at the AGM, it is concerned about the independence of the new temporary directors as well as the allegations made against UGC and its nominee in the announcement both of whom are supportive of the Company.
The results of the AGM, without the additional appointment of the new directors, would have left the board with three independent non-executive directors and one non-executive director who is UGC's nominee. UGC believes that, whilst the appointment of an interim CEO is necessary in the circumstances, the appointment of another three non-executives, notwithstanding their expertise for the positions to which they have been appointed, is not necessary.
UGC does not believe the temporary board fulfils the criteria for independence as set out in the UK Corporate Governance Code.
UGC will however support the interim board commencing, with the appointment of appropriate independent head hunters, a process to find a strong and diverse set of candidates for the next general meeting.
In relation to the Company's claim that voting at the AGM has been engineered by UGC and Mr Nikolai Lustiger, UGC strongly denies any such allegation. UGC has not acted in concert with any other shareholder.
UGC notes that it is not the responsibility of its appointed nominee on the board to inform the Company how UGC will vote at a general meeting. UGC voted for two independent non-executive directors proposed by the Company to remain on the board, along with its nominee, as it did not want to compromise the independence of the board, but wished a new independent board to be constituted around them.
UGC, as the Company's largest shareholder has sought and will continue to seek to work proactively and constructively with Petropavlovsk's interim board of directors in the hope of being able to ensure that the proposed candidates for the board to be put to the new general meeting can be supported by all shareholders.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU)
For more information
Alexey Ivanov
+7 903 797 7382
Alexey.Ivanov@ugold.ru
So they seem to be saying that :
- they aren't trying to take over by stealth
- they are ok with Alya as temporary CEO, but not with Hambro and the other 2 temp appointments,
- they want the temporary board to headhunt candidates for a new "independent" board to be voted in at the AGM
Could be worse.
Correction - EGM
Workingstiff, As long as you believe them. The way they have gone around things does not promote trust. That is essential for a good working relationship.
"As long as you believe them" This is a key point. We should have a better idea next week.
Yes, quite frankly seems very reasonable. Of course though we dont know them.
Obviously they are not going to say loud they try to take over by stealth. I really like the job done on this forum though and it is an interesting case.
I think it’s time to ignore the noise and focus on how good the company is. Clearly everyone wants a bit of POG look at how many times over the past few years people have made a play for it. Look at how the board was taken over before. We can make a difference in the next vote so let’s do that.
Starting not to trust this board too. Lots of new people that have only started posting in the past few weeks. Why now and in such numbers?
We have to open minded to the risk that some people on here will seek to worry us and undermine the positions we have taken. I am holding tight and considering adding if it drops further.
Let’s be honest it would be so wrong for some ultra rich person to turn up and take it away from so many others including us.
Still holding same POG shareholding amounts, as before AGM events, ourselves, CofE,....We have only been holding POG shares, for a few months, but did hold a long time ago (around 2008 & 2009),...the AGM tactics, executed by some, & subsequent fall in s/p,...is this a shareholder friendly act?
Yes, we will bother to vote next time, for the ones, that have brought the POX Hub Technology, to fruition.
BW
COE,
I think you are right ethics is the way to go. This is the 21st century. Directors don’t have the social/legal support to behave this way anymore. POG cannot position itself as a company that employs women, is environmental careful, is good for the local community but yet rips off ordinary shareholders.
Pressure needs to be brought on the convertible bondholders to surrender/convert these unethical, unfairly issued convertible bonds.
The large shareholders need to step in and bring this companies share price up to its proper value.
POG is a good asset that has a lot of value at the current price of gold.
as a PI in Germany I received such a letter on 25.6. from my accounting bank. Any thoughts on that?
Disclosure of names
the company has ordered the disclosure of the names and addresses of its shareholders and the
number of shares held by each of them via the agency Orient Capital.
The shares are subject to the laws of the United Kingdom, which apply pursuant to Section 793 of the "Companies Act 2006" justifies a disclosure.
Please note that the disclosure is made on the basis of No. 20 paragraph 1 of the Special Conditions for
transactions in securities have taken place. We are happy to answer your questions.
Best regards
Since then I have been trying to find a way to exercise my voting rights for the upcoming AGM. So far without success .I suspect there are several private investors in Germany, because the share has been traded on all German stock exchanges for years. At the moment we have a very similar discussion in German PI-boards like yours.
Dear Wraith,
I was not including you in my previous statement. Have enjoyed reading your posts and research in the past. Including here on POG.
Case in point. We have another brand new member from
Germany. I remember similar the last time we had a board struggle with changes of board members. Then after all was resolved you heard nothing from the new members.
Your hardcore are Kenj, RetiredBanker, Lawrence13, rusty bucket, istabraq and Tuscan_C4S Who have been posting, researching and investing for years into this company. I’m not saying new members are not posting worth while posts but will say remain confident in yourself too. Plus sorry if I missed any other hardcore members.
Clearly the return of the original board is the best option. All this is doing is stopping the share price growing further and holding the company back for progressing at speed.
Rheingold
Assuming Orient Capital is your broker, and holds your shares in a nominee account you should contact them for advice.
They should be able to offer you the chance to vote, and provided Peter Hambro is able to retain the chairmanship, then the easiest way is just to give your vote to the chair. Your broker should tell you the easiest way to do this.
If the appointment of PH is overturned, the broker should be able to provide a voting form which you can return to them completed for forwarding to the Company. I believe from what you say the the Company may have contacted all the nominees for a breakdown of POGholders and their addresses. If that is the case then you can expect the forms, and recommendations on how to vote, in the post. This is what happened in 2017 to counter the Renova coup.
IMO, Pavel should stay because he provided excellence in operations. CFO , Let him go. Because on financials side, POG still have to achieve a lot
Thanks, great advice. As far as I understood Orient Capital is an international data provider offering share ownership analytics for companies. Hope I will get the opportunity to support PI interests from Germany. I think Pavel did a fantastic job with the Pox Hub, but Board should improve transparency and shareholder relations as a lesson from recent boardroom escapades. As a mid-tier producer they should also offer a real growth perspective without exclusions - for the benefit of PI.
Agree CofE, the original board, have done a great job, with the POX Hub technology,....ignoring the uncertainty, resulting from the AGM,...the future, looks very good, for POG, (imo).
BW