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correction - from ADVFN chat notice board
The associated 'Circular to Shareholders And Notice of Requisitioned General Meeting' and 'FORM OF PROXY for general meeting' documents are on the Company website, as follows:
https://www.petropavlovsk.net/wp-content/uploads/2020/07/Circular-and-Notice-of-Meeting-Final.pdf
https://www.petropavlovsk.net/wp-content/uploads/2020/07/Proxy-Forms-24-July-2020.pdf
These documents both make an important reference to Resolution 18, respectively as follows:
"
SHAREHOLDERS’ ATTENTION IS DRAWN TO THE PURPOSE OF RESOLUTION 18 AND
RESOLUTION 19, EACH AS PROPOSED BY EVEREST:
IF PASSED, RESOLUTION 18 PROVIDES THAT ANY OF THE DIRECTORS PROPOSED BY
PROSPERITY UNDER RESOLUTIONS 1 TO 6 (NAMELY MR DAMIEN HACKETT, MR MICHAEL
KAVANAGH, MR HARRY KENYON-SLANEY, DR PAVEL MASLOVSKIY, MR TIMOTHY
MCCUTCHEON AND MR VITALY ZARKHIN) WILL IMMEDIATELY BE REMOVED AS A
DIRECTOR AT THE CONCLUSION OF THE GENERAL MEETING IF THEY HAVE BEEN
APPOINTED UNDER RESOLUTIONS 1 TO 6.
"
and
"
IMPORTANT NOTE - RESOLUTION 18
Shareholders should note that if Resolution 18 is passed, the individuals who may be elected as Directors under
Resolutions 1 to 6 above will be immediately removed as Directors of the Company.
"
Petropavlovsk PLC ("Petropavlovsk" or the "Company"), has received a Conversion Notice (the "Notice") from Euroclear Nominees Limited, in respect of the exercise of its conversion rights under the Group's US$125m Guaranteed Convertible Bonds, due 2024 (the "Bonds").
The aggregate principal amount of Bonds in respect of which Notice have been served amounts to US$200,000, which, at an exchange price of US$0.135 per Ordinary Share, will result in the issue and allotment of 1,481,481 new Ordinary Shares to Euroclear Nominees Limited.
The Company has agreed, subject to application, to issue the new shares and an application has been made for 1,481,481 new Ordinary Shares of the Company to be admitted to the Official List and to trading on the London Stock Exchange. Admission is expected on or around 28 July 2020.
Following admission, the total issued share capital of the Company will increase to 3,315,788,784 Ordinary Shares. This figure may be used by shareholders as the denominator for calculations by which they will determine whether they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Thanks zapsnap, I've been here all the way since it was over £10 a share and still hanging on. :)
I think POG is finally breaking free of its shackles. Upward and onward.
redrobb - "though sometimes I think they are all in it together"
That is exactly what I think.
I believe they are looking back at the last 3 years rather than the coming 3 years.
Shareholder Requisition of a General Meeting
Further to an announcement made on 10 July 2020, that it had received a requisition from Everest Alliance Limited ("Everest"), the registered holder of c.5% of Petropavlovsk PLC ordinary shares, the Company has received a further requisition from Everest (the "Further Requisition").
The Further Requisition requests that a special resolution be proposed at a General Meeting (the "GM") for:
1. The Board to commission an independent forensic investigation to review all transactions and arrangements entered into in the three years preceeding the date of this resolution to which any of the following entities:
a. The Company or any of its subsidiaries or affiliates; or
b. IRC Limited, LLC KS GOK (Kimkano-Sutarsky GOK) or any of their facilities or affiliates,
was directly or indirectly a party in which any of the following persons is or was during the last three years, in any way, directly or indirectly interested:
i. any current or former director or senior manager of the Company or any of its subsidiaries or affiliates; or
ii. any current or former senior manager of IRC Limited or any of its subsidiaries or affiliates; or;
iii. any legal or natural person connected with and/or who is an associate of any of the persons referred to in (i) and (ii) above, where "connected with" and "associate of" shall have the meanings set out in section 252 of the Companies Act 2006 and section 435 of the Insolvency Act 1986, respectively.
For the purpose of carrying out such independent forensic investigation the board shall retain one of the following firms: Deloitte, EY, KPMG, or PwC. The purpose of the forensic investigation is to determine if each such transaction or arrangement was carried out in the best interests of the Company and to the benefit of its shareholders or otherwise. The independent forensic investigator shall provide a written report detailing its findings. The board shall promptly make available to the shareholders an unredacted copy of the forensic investigator's report.
It is the Board's intention that, having received requisitions from both Prosperity Capital Management and Everest, a GM is called without delay.
Rheingold - Having read the article I don't think there is much wrong with what he says.
Shareholder Requisition of a General Meeting
Shortly after the conclusion of yesterday's Court Hearing, the Company received a requisition from Everest Alliance Limited ("Everest"), the registered holder of c.5% of Petropavlovsk PLC ordinary shares (the "Requsition).
The Requistion requests that ordinary resolutions be proposed at a General Meeting (the "GM") for:
· The appointment of two new directors Mr Paul Adrian Bushell and Mr Ivan Kulakov;
· The appointment of Mr James W. Cameron Jr, Ms Charlotte Phillipps, Mrs Katia Ray and Mr Maxim Kharin as Directors (current Directors of the Company) in the event that they have been removed as Directors prior to the Date of the General Meeting;
· The removal of Mr Peter Hambro, Dr Alya Samokhvalova, Mr Johnny Martin Smith, Mr Martin Smith and Ms Angelica Phillips as Directors of the Company (the 'Temporary Directors'); and
· To remove any Director that may have been appointed since 9 July 2020 until the conclusion of the General Meeting requisitioned by Everest.
As detailed in the Company's announcement dated 6 July 2020, the Temporary Directors will step down from the Board at the conclusion of the General Meeting requisitioned on behalf of Prosperity Capital Management.
The Company confirms that a notice convening the GM will be sent to shareholders in due course.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
It seems strange to me that anyone is selling these shares considering the fact that POG are in the best shape they have ever been in, and the current gold price being the icing on the cake. We should be nearer 60p than 20p, but POG have a habit of defying gravity. Let’s hope we get an alignment of the planets sometime soon.
Over 8,000,000 shares sold after close last night? Someone is not confident things are going to go POG's way.
I don't imagine the share price will move much until there is a clear picture of where we are going from here.
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
I imagine there are a lot of people out there think that this would be a very good option.Millfield - "It reported one of the parties involved settling a shareholding dispute using local militia rather than lawyers. Cheaper, and much more effective I suppose."
I wonder if POG are currently buying up their own shares.
Anyone have a view on worse case scenario for the share price in medium term.
It certainly does appear that way UpDownFlat.
A post from someone on ii chat group.
Strange coincidence - gold gets attacked and someone dumps 100,000,000 POG.L ?
Edit - was it a fat thumb, it's now gone from the latest trades page.
Was 'O' trade for 100,000,000 @ 27.243p, 13:47:49.