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Interesting that strukov mentions he wants to convert his bonds for shares but the wording of the bond issue allows the company to pay in cash. So they could convert friendly bond holders to shares and just offer him cash.
“he Bonds will, subject to certain conditions, be convertible into fully paid ordinary shares of the Company (the "Shares") with the initial exchange price expected to be set at a premium in the range of 20 - 25% above the volume weighted average price of a Share on the London Stock Exchange from launch to the close of trading today, converted to U.S.$ at the prevailing U.S.$:GBP spot rate at the time of pricing. The exchange price of the Bonds will be subject to customary adjustment provisions as will be set out in the terms and conditions of the Bonds. Under the terms and conditions of the Bonds, the Company will have the right to elect to satisfy any conversion rights with Shares, cash or a combination thereof.”
It seems I was one of the few PIs who did vote and read the material they sent. The old board was recently stacked with a number of new Directors but it wasn’t totally clear what all of them brought to the party. Also there was a small matter of increasing the incentive payments by 50% to the board which along with further dilution i voted against. Whilst I’m more than happy to reward for performance I want management to be incentivised to increase the share value and thus get better rewards that way rather than just allocate loads more shares than the current scheme. The TEMI deal smacked of a back room deal and IRC although a millstone seems to be offloaded at below market value. Could probably live with last bit with IRC but the rest of it doesn’t sit well. Like most people on here I’m suspicious of Everest and UGC and if they don’t make a pitch I will most certainly vote against them. Should Pavel etc get re-elected we do need to make sure they run the company for shareholders no5 just for themselves. Transparency is key to this company being considered mature.
If you have interactive investor you needed to have turned on your voting inbox. I did so got my votes electronically . Assume other platforms also require an opt in so I would suggest if you didn’t get voting info you need to look at your platform setup.
Rusty Most of my comments refer to the 2022 bonds that are listed on the Stuttgart exchange. I can see it looks mixed up 8n the comments now. Obviously the convertible comment doesn’t apply to those bonds but the rating upgrade Must help and raising of funds From investors to pay that debt could be an alternative to refinancing to pay the old ones off right?
Below is the actual statement on s and p own website. Note proactive does not appear. That word seems to have appeared on summaries but not on the full statement. Worth following up on still but not the same spin.
S&P Global Ratings lifted Russian gold miner Petropavlovsk PLC's rating to B from B-, with a stable outlook, citing its solid operating performance and supportive gold prices.
In announcing its latest action June 23 on the company, Ratings highlighted Petropavlovsk's progress in areas such as operating performance, strategic focus and deleveraging in line with the agency's base case and its public leverage target of net debt to EBITDA below 2.0x.
In 2020 and 2021, S&P Global Ratings forecast the company's EBITDA to be between US$275 million and US$325 million annually, with earnings growth to translate into free operating cash flow of between US$50 million and US$100 million.
Ratings believes Petropavlovsk's earnings will be supported by healthy gold prices, rising production from its pressure oxidation facility and a continued focus on cost control. It also noted that the company was largely unaffected by the COVID-19 crisis.
Meanwhile, the agency added in explaining its upgrade that it assumes the company will maintain adequate liquidity and refinance maturing obligations accordingly, including US$500 million bonds maturing in November 2022.
In early June, Petropavlovsk denied a media report about a possible merger with major shareholder Uzhuralzoloto Group of Cos. The London-listed company also recently secured a secondary listing on the Moscow stock exchange.
This S&P Global Market Intelligence news article may contain information about credit ratings issued by S&P Global Ratings. Descriptions in this news article were not prepared by S&P Global Ratings.
I guess we can ask for clarification at the AGM. It could equally mean they are arranging the refinancing in good time to be in place for the expiry of the bonds.
I am somewhat confused by the conversations on the debt repayment situation. I understand that at a set date in the future we have to pay back the capital amount say £500m and until then we pay interest at 8% plus. We have that situation like it or not but there must be several options for raising the cash. Ie partially fund it from the next two years retained earnings and refinance with new bonds which is normal . Bearing in mind the rating upgrade and improvements in earnings and dealing with IRC debt even current debt holders would have to refinance at lower annual interest. If they didn’t you would imagine other banks would be lining up to lend at say 4% . What is more likely as I think rusty has said is the bonds will convert into shares but whilst we get diluted a huge debt disappears so we have a smaller share or a less indebted business. Have I got that right? Alternative to new lenders there could be a new rights issue to pay off the debt. If PI get offered that we wouldn’t have much to complain about. If we build up more cash in bank our refinancing for the longer term could be better than 4% depends how much BoD stick in the piggy bank over next two years.
Seems a bit soon to be giving 50% increases in bonuses and allowing the board massive scope to issue new shares beating in mind we ended 19 with a reduction in net profit albeit in better shape overall. Would prefer debt to come down further first before significant dividends but to retain flexibility they could have basic divi at 25% of profits instead of 50% proposed.
I messaged investor relations a little while ago and got the following. Sounds very different to FCA stuff mentioned by them earlier. Still nothing official on website . I really don’t understand why they don’t just put a date out and explain the delay to all.
‘
The annual report has been delayed at the request of our auditors due to the logistical challenges they are facing as well as new COVID-19 disclosure that needs to be written.
We still do not know the date, but expect it will be in the latter part of the month and will email you once it has been confirmed.‘
Fair enough but it is the board responsibility to keep us informed of results on a timely basis.
We clearly have a different opinion of what the FCA actually said when they talked about two weeks voluntary moritorium over a month ago!! There is no FCA reason for them to delay today. No other shares have delayed and you can’t provide any you have seen so I rest my case . POG is delaying results for other reasons .
What is the purpose of the FCA’s action?
Its purpose is to ensure listed companies and their boards are not rushed into preliminary financial statements during the fast-changing circumstances presented by coronavirus.
Has the FCA asked for a moratorium on all corporate reporting?
No. The FCA’s statement refers only to preliminary results due to be published within the next two weeks.
Is the moratorium compulsory?
No. The moratorium is entirely voluntary. As we have said, the unprecedented events of the last couple of weeks mean that the basis on which companies are reporting and planning is changing rapidly. We ask companies to observe the moratorium so that they can give due consideration to recent events. Observing timetables set before this crisis arose may not give companies the necessary time to do this. We also believe the practice of issuing preliminary financial statements in advance of the full audited financial statements is adding unnecessarily to the pressure on companies and the audit profession at this moment.
Does the announcement cover Alternative Investment Market (AIM) companies?
No. The announcement relates to officially listed companies. AIM companies should consult their Nominated Advisers (NOMAD). We understand AIM have written to NOMADs on this matter.
We had planned a preliminary announcement. Can we instead issue a Q4 trading update? Would that breach the ‘spirit’ of the moratorium?
No, it is a sensible response to our request entirely in line with our aims. As we say in our announcement, the Market Abuse Regulation (MAR) remains in full force and listed companies are still required to announce inside information to the market as soon as possible unless a valid reason to delay disclosure under the regulation exists. Our announcement addresses difficulties preparing audited financial statements at this time.
Our company had largely completed all its reporting processes; we have few UK operations and are not particularly impacted by recent Government announcements – must we delay?
The moratorium is voluntary. Each board must take its own decision based on its own circumstances. We are well aware that changing Government policy and interventions in the UK and indeed around the world will represent a material consideration for some companies but will be less material for others. We are seeking to relieve the burden on companies while maintaining flows of information to investors. In some individual circumstances, delay may add to the burden on the company, and if so boards may choose not to observe the moratorium.
How does the announcement relate to the filing of final audited reports?
The announcement relates to preliminary annual accounts, not final audited reports. There is a principle underlying our request which could be applied to final reports: this is that, subject to MAR being observed, it should be acceptable for companies to use the full time available to them in the rules an
Rusty why don’t you just read what the FCA advice. There’s nothing in the public domain to back up what POG investor relations say but the above clearly says its only in relation to prelim. How many other shares have delayed results quoting FCA as a reason . I cant see any can you?
FCA requests a delay to the forthcoming announcement of preliminary financial accounts
Statements Published: 21/03/2020 Last updated: 22/03/2020
The FCA will be writing tonight to companies it is aware were intending to publish preliminary financial statements in the next few days to delay their planned publications.
The FCA strongly requests all listed companies observe a moratorium on the publication of preliminary financial statements for at least two weeks.
Investors in capital markets rely on trustworthy information on the companies whose instruments they trade. The unprecedented events of the last couple of weeks mean that the basis on which companies are reporting and planning is changing rapidly. It is important that due consideration is given by companies to these events in preparing their disclosures. Observing timetables set before this crisis arose may not give companies the necessary time to do this.
In addition, listed companies and the audit profession are facing unprecedented practical challenges during the Coronavirus crisis. The FCA believes the practice of issuing preliminary financial statements in advance of the full audited financial statements is adding unnecessarily to the pressure on companies and the audit profession at this moment.
The FCA notes that the practice of issuing preliminary financial statements is common among UK-listed companies but is not required by either the Listing Rules or the Transparency Directive. Rather, the requirement is that companies publish full audited financial statements within four months of the financial year end. The FCA further notes that it is common to publish preliminary financial statements considerably earlier than the four months permitted for the filing of full financial statements.
The FCA confirms it in talks with the Financial Reporting Council and the PRA about a package of measures aimed at ensuring companies take the necessary time in these uncertain times to prepare appropriate disclosures and address current practical challenges and the three bodies intend to announce details shortly.
The FCA reminds companies that the Market Abuse Regulation remains in full force and listed companies are still required to announce inside information to the market as soon as possible unless a valid reason to delay disclosure under the regulation exists.
This statement does not apply to AIM companies. Further information on the scope of the announcement is published on our website.
So if I read this right the advice to delay was back in March when COVID first appeared and related only to prelim results so the question remains why POG isn’t declaring fully audited results. The results aren’t supposed to be prelim right?
Perhaps this is a lesson to BoD to be more transparent. We should not have been asked to support this dilution without the benefit of recent results bearing in mind market events.
Isnt it obvious that they didn’t get their own way? If you believe that excuse on covid I hate to tell you about Father Christmas . They are playing for time because some of the boards friends didn’t vote for whatever reason and it’s a close call . Perhaps some larger shareholders are taking some convincing too.
The meeting being deferred had zero to do with coronavirus . It was set up to be a two people meeting . They simply didn’t get the answer they wanted on TEMI
I just emailed the investor relations . Response below
‘The date for the release has not been finalised yet. We will be updating our Financial Calendar (https://www.petropavlovsk.net/investors/financial-calendar/), once the date is confirmed’
Most companies trail their dates weeks ahead. TEMI vote is clearly influencing results date