24 Jul 2020 16:11
24 July 2020
Petropavlovsk PLC
Posting of Circular
and Notice of Requisitioned General Meeting
Petropavlovsk PLC ("Petropavlovsk" or the "Company") announces that it is today posting a circular to shareholders (the "Circular") which contains a notice convening a general meeting of the Company requisitioned in accordance with section 303 of the Companies Act 2006 (the "Requisitioned General Meeting").
The Requisitioned General Meeting will be held at 11 a.m. on 10 August 2020 at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW. The Requisitioned General Meeting will consider:
- Resolutions proposed by Aurora Nominees Limited on behalf of The Russsian Prosperity Fund, The Russian Prosperity Cub Fund and The Prosperity Quest Fund (the "Prosperity Funds") in a requisition dated 6 July 2020, as announced by the Company on 7 July 2020.
- Resolutions proposed by Everest Alliance Limited ("Everest") in requisitions dated 9 July and 14 July 2020, as announced by the Company on 10 and 15 July.
The Prosperity Fund's requisition includes a resolution to appoint Ms Fiona Paulus as a Director of the Company. Ms Paulus has subsequently informed both the Prosperity Funds and the Company that she has withdrawn her consent due to personal reasons. There are no other changes to the resolutions proposed by the Prosperity Funds and Everest to those previously announced by the Company.
The Circular contains the statements of both of the requisitioners, the Board's Responses and the recommendations of the Directors. The Recommendation of the Directors, as detailed in the Circular, is set out below:
Recommendation
The Order of the High Court dated 9 July 2020 in respect of the derivative claim made by Everest in respect of the appointment of the Temporary Directors (the "Order") requires any resolution of the Board in relation to the convening and conduct of the Requisitioned General Meeting to have the approval of not less than 2 Elected Directors. This means that the Board is unable to make any recommendation based solely on a majority vote of the Directors (such as represented by Mr Peter Hambro, Dr Alya Samokhvalova, Mr Jonny Martin Smith and Ms Angelica Phillips (the "Temporary Directors") and Mr Martin Smith) without the support of at least 2 of Mr James W. Cameron Jr, Mr Maxim Kharin, Ms Charlotte Philipps and Mrs Katia Ray (the "Elected Directors").
Given the requirements of the Order, the Board is therefore unable to pass the necessary board resolution to make a recommendation as to how shareholders should vote in relation to resolutions 1 to 6, 9, 10 and 11 (as the Board was unable to agree the form of a recommendation in respect of such resolutions which had the support of at least two of the Elected Directors).
The Board recommends that Shareholders should vote FOR resolutions 12 to 17 inclusive (the removal of all of the Temporary Directors and Mr Martin Smith, who are due to retire at the conclusion of the Requisitioned General Meeting or any adjourned meeting and the appointment of any of the Elected Directors should they be removed from office prior to the meeting.)
The Board recommends that Shareholders should vote AGAINST resolutions 7 (appointment of Mr Adrian Bushell), 8 (appointment of Mr Ivan Kulakov) and 18 (to remove all Directors appointed since 9 July, including Directors elected under Resolutions 1 to 6 below but not including any Directors proposed by Everest) and unanimously recommends a vote against special resolution 19 (to require the Company to engage a third party to undertake a forensic investigation of related party transactions).
In the Board's opinion voting in accordance with the Board's recommendations set out above would be in the best interests of shareholders as a whole.
In respect of resolutions 1 to 6, 9, 10 and 11, the position of the Directors is as follows:
|
| Number of Directors in favour | Number of Directors against | Reason for no agreed recommendation |
1. | To appoint Mr Damien Hackett as a Director | 6 | 3 | The resolution did not have the support of at least 2 Elected Directors as required by the Order. |
2. | To appoint Mr Michael Kavanagh as a Director | 5 | 4 | The resolution did not have the support of at least 2 Elected Directors as required by the Order. |
3. | To appoint Mr Harry Kenyon-Slaney as a Director | 6 | 3 | he resolution did not have the support of at least 2 Elected Directors as required by the Order. |
4. | To appoint Dr Pavel Maslovskiy as a Director | 6 | 3 | The resolution did not have the support of at least 2 Elected Directors as required by the Order. |
5. | To appoint Mr Timothy McCutcheon as a Director | 5 | 4 | The resolution did not have the support of at least 2 Elected Directors as required by the Order. |
6. | To appoint Mr Vitaly Zarkhin as a Director | 5 | 4 | The resolution did not have the support of at least 2 Elected Directors as required by the Order. |
9. | To appoint Mr James Cameron if he has been removed as a director | 3 | 6 | The resolution was opposed by a majority of the Directors but such majority did not have the support of at least 2 Elected Directors as required by the Order. |
10. | To appoint Ms Charlotte Philipps if she has been removed as a director | 3 | 6 | The resolution was opposed by a majority of the Directors but such majority did not have the support of at least 2 Elected Directors as required by the Order. |
11. | To appoint Mr Maxim Kharin if he has been removed as a director | 3 | 6 | The resolution was opposed by a majority of the Directors but such majority did not have the support of at least 2 Elected Directors as required by the Order. |
Accordingly, the Board is unable to make any recommendation as to the voting action shareholders should take for resolutions 1 to 6, 9, 10 and 11 and whether such resolutions are, in the Board's opinion, in the best interests of shareholders as a whole.
Notwithstanding, the Board recommends all Shareholders to vote by proxy on the resolutions to be proposed at the Requisitioned General Meeting.
Shareholders are asked to read the whole of the Circular carefully.
In light of the impact of the COVID-19 pandemic and in line with the Public Health England guidance, Shareholders will not be able to attend the Requisitioned General Meeting in person. Arrangements will be made to enable Shareholder to participate in the general meeting. A further announcement will be made in this respect and details will be made available on the Company's website.
Shareholders are encouraged to lodge their votes by proxy by the voting deadline of 11 a.m. on Friday 7 August 2020 to ensure that their proxy votes can be counted.
A copy of the Circular and Proxy Form will be available on the Company's website at www.petropavlovsk.net.
Copies of these documents have also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, in accordance with Listing Rule 9.6.1.
For more information
Please visit www.petropavlovsk.net or contact:
Petropavlovsk PLC Patrick Pittaway / Max Zaltsman / Viktoriya Kim
| +44 (0) 20 7201 8900 TeamIR@petropavlovsk.net |
Peel Hunt LLP Ross Allister / David McKeown / Alexander Allen | +44 (0) 20 7418 8900 |
Canaccord Genuity Limited Henry Fitzgerald-O'Connor / James Asensio | +44 (0) 20 7523 8000 |
Buchanan Bobby Morse / Kelsey Traynor / Ariadna Peretz
| +44 (0) 20 7466 5000 POG@buchanan.uk.com |
Cautionary note on forward-looking statements
This release may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this release and include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the future price of gold, the Group's results of operations, financial position, liquidity, prospects, growth, estimation of mineral reserves and resources and strategies, and exchange rates and the expectations of the industry. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances [outside the control of the Group. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Group operates may differ materially from those described in, or suggested by, any forward- looking statements contained in this release. In addition, even if the development of the markets and the industry in which the Group operates are consistent with the forward looking statements contained in this release, those developments may not be indicative of developments in subsequent periods. A number of factors could cause results and/or developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, demand, supply and prices for gold and other long-term commodity price assumptions (and their effect on the timing and feasibility of future projects and developments), trends in the gold mining industry and conditions of the international gold markets, competition, actions and activities of governmental authorities (including changes in laws, regulations or taxation), currency fluctuations (including as between the US Dollar and Rouble), the Group's ability to recover its reserves or develop new reserves, changes in its business strategy, any litigation, and political and economic uncertainty. Except as required by applicable law, rule or regulation (including the Listing and Disclosure Guidance and Transparency Rules), the Group does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Past performance cannot be relied on as a guide to future performance. The content of websites referred to in this announcement does not form part of this announcement.