(Alliance News) - Petropavlovsk PLC on Friday announced the election of a new chair, chief executive and two directors, but said it believes the voting process at its annual general meeting to appoint the new board members was skewed.
"The board believes that the current results have been achieved in a manner which is neither transparent nor fair to shareholders; and would be hugely damaging to the corporate governance and executive management of the company, and accordingly to the interests of the company's shareholders and stakeholders," the company said, adding that it has asked the UK Takeover Panel to probe any breach of rules.
Petropavlovsk stock was trading 16% lower at 26.05 pence each on Tuesday morning in London.
The FTSE 250-listed gold miner said that following the conclusion of the annual general meeting Alya Samokhvalova will step into the role of chief executive, Peter Hambro will become non-executive chair, with Angelica Phillips and Johnny Smith becoming independent non-executive directors.
Petropavlovsk said proposals by the board to re-elect or re-elect Pavel Maslovskiy as CEO, Danila Kotlyarov as chief financial officer, Fiona Paulus as chair designate, Harry Kenyon-Slaney as senior independent director, Robert Jenkins as audit committee chair, Damien Hackett as risk commitee chair, and Timothy McCutcheon as director were voted against.
It added that proxy voting on the resolutions submitted at the AGM have been cast to elect Maxim Kharin, James Cameron, Katia Ray, and Charlotte Philipps as directors.
Following the AGM, the board will comprise Hambro, Samokhvalova, Kharin, Smith, Charlotte Philipps, Angelica Phillips, Cameron, and Ray.
The Russia-focused miner said its analysis of the voting shows that votes cast against the existing board members were cast almost entirely by four shareholder groups which are Joint Stock Company Uzhuralzoloto Group of Cos which accounted for 22%, Everest Alliance and Slevin which accounted for 12% combined, and Fortiana Holdings which accounted for 5%.
It stated that the overwhelming majority - by number - of its other shareholders voted to support the incumbents but noted that since the voting turn-out of shareholders was only 73%, the minority views of the four parties holding around 39% prevailed. It added that at a board meeting on May 24, UGC's nominee director Kharin voted to approve the re-election of the incumbents, thereby giving the company the impression that UGC would vote the same way.
Petropavlovsk stated that it believes the voting outcome was engineered by UGC and Nikolai Lustiger - who represents Everest and Slevin - who have planned to use their minority stakes to gain control of the company.
The company's current board has decided to appoint the newly elected directors on a temporary basis including the appointment of Samokhvalova as CEO until a further shareholder meeting is convened and a new board can be reconstituted that "matches the listing requirements of a Premium Listed company on the Main-Board of the London Stock Exchange".
It also has requested the interim board to convene a general meeting in the next three months for the election of a reconstituted board.
"Under the management of the current board, Petropavlovsk has enjoyed a hugely successful year and has opened the prospect of even greater success in the future. Our shares have risen faster than those of any other listed gold company. The majority of our shareholders have shown their strong support and see no valid reason for a change. I do not believe that they want effective control of their company to be taken from them by stealth and to be wielded by a small group of shareholders," said Chair Roderic Lyne.
By Ife Taiwo; ifetaiwo@alliancenews.com.
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