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9 Nov 2016 16:42
09 November 2016
Directors' Shareholding
Petropavlovsk PLC (the "Company" and, together with its subsidiaries, the "Group") announces that it has been notified today by Mr. Peter Hambro, Chairman and Dr. Pavel Maslovskiy, CEO, of the information set out below.
As announced on 2 February 2015, Messrs Hambro and Maslovskiy entered into the Recapitalisation Agreement made between them, the Company and certain of the holders of the 2015 convertible Bonds under the terms of which they agreed to underwrite the issue of 395,491,398 ordinary shares of £0.01 in the Company ("the Shares") for US$30 million. In order to enable them to fulfil this obligation Vailaski Holdings Limited subscribed for the Shares and entered into an Option Agreement with Messrs. Hambro, Maslovskiy and their Russian business partner Mr. Andrei Vdovin covering put and call and voting rights in respect of the Shares (the "HMV Option").
Vailaski, in turn, obtained funding to finance its subscription from Asian Pacific Bank ("APB"). APB is one of the largest privately-owned banks in the Eastern part of the Russian Federation. Its shareholders include leading international financial institutions, such as International Finance Corporation and East Capital. A family trust, of which Mr. Hambro is a potential beneficiary, indirectly owns 23% of APB.
APB now requires Vailaski to restructure its holdings in the Company and accordingly Vailaski has sold 380,325,518 of its Shares in Petropavlovsk PLC to APB and is in the process of entering into an option agreement with APB in relation to these Shares. The terms of this option agreement will mirror those of the HMV Option, thus forming a back-to-back arrangement.
Accordingly, Messrs. Hambro's and Maslovskiy's exposure to Petropavlovsk Shares remains unchanged from that announced previously.
It should be noted that the 380,325,518 Ordinary Shares in Petropavlovsk PLC that have been acquired by APB are held on the books of APB as an investment asset and thus Messrs. Hambro and Maslovskiy, who are not part of the management of the bank and cannot influence its day to day decisions, do not have direct control over these shares and only retain their exposure to them through the HMV Option.
The table below shows the holdings of Mr. Hambro and his associated entities and Dr. Maslovskiy and his associated entities. They remain unchanged to the numbers previously disclosed.
| Exposure to POG shares | % interest in voting rights |
Mr. Peter Hambro and associated entities
| 152,280,861* | 4.64 |
Dr. Pavel Maslovskiy and associated entities
| 190,774,346*
| 5.81 |
* The shares detailed in the above table include the voting rights over 131,830,466 Ordinary Shares over which Mr. Hambro and Dr. Maslovskiy each have put, call and voting rights pursuant to the HMV option as announced on 18 March 2015.
Enquiries
Petropavlovsk PLC
Alya Samokhvalova
Grace Hanratty
+44 (0) 20 7201 8900
Maitland
Neil Bennett
James Isola
+44 (0) 20 7379 5151
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