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28 Jan 2011 17:49
28 January 2010
Directors' Dealings
Petropavlovsk PLC (the "Company") hereby announces that it has been notified today by the Chairman of the Company, Peter Hambro, and by the Chief Executive, Dr. Pavel Maslovskiy, of the information set out below.
Refinancing by Peter Hambro
Peter Hambro Limited ("PHL"), a company associated with Mr. Hambro, yesterday entered into a financing, for the period up to April 2012, by way of a prepaid equity derivative transaction with J.P. Morgan Securities Limited ("JPM") in respect of 2 million Petropavlovsk PLC ordinary shares of £0.01 (the "Shares"), which will be physically settled except in certain circumstances where PHL has the right to, and does, elect for cash settlement.
PHL also yesterday agreed to stock-lend, for the period up to April 2012, 2 million Shares to JPM. The same number of Shares will be redelivered to PHL by JPM at maturity of the transaction if the equity derivative referred to above is cash settled, but if it is physically settled this redelivery obligation will be set off against the physical settlement obligation under the equity derivative.
Execution of this financing agreement will allow the pledge on 2 million Shares in favour of SG Hambros, previously announced on 13 December 2010, to be lifted.
Sale of shares
Philotus Holdings Limited, a company associated with Mr. Hambro and Dr. Maslovskiy, today entered into an off-market sale of 4,126,420 Shares at the price of GBP 10.68 per Share, being the closing price as at 27 January 2010. The off-market sale, split equally into two transactions, was to companies associated with two Russian business partners of Mr. Hambro and Dr. Maslovskiy and is part of a portfolio re-balancing between them.
Both transactions have been approved within the Company's share dealing procedure.
The table below shows the aggregate number of Shares sold and the resultant holdings of the two directors and their respective associates, which are not affected by the financing and stock lend arrangements referred to above.
Pre-sale shareholding | Number of Shares sold | Resultant shareholding | |
Peter Hambro and associates
| 10,630,768 (5.66%)
| 2,063,210 sold
| 8,567,558 (4.56%) |
Pavel Maslovskiy and associates
| 16,861,696 (8.98%)
| 2,063,210 sold | 14,798,486 (7.88%) |
Commenting on the announcement, Peter Hambro said:
"Today Peter Hambro Limited, our family company, advised Petropavlovsk PLC that it had pledged 2 million shares in support of a bridging loan connected with a family acquisition of a farming enterprise in the UK. Today's transaction allows this loan to be refinanced during a rare two day time window when directors are not affected by "close period" dealing restrictions.
Simultaneously, and taking advantage of the same time window, Pavel Maslovskiy and I have agreed an off market sale of some Petropavlovsk Shares to two of our business associates, who are partners in our non-mining activities in Russia.
Both Pavel Maslovskiy and I have retained substantial holdings in the Company reflecting our continuing belief in the future prospects for Petropavlovsk, while allowing us to adjust the balance of our individual investments when we are able so to do."
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