TIDMPOG
RNS Number : 0741U
Petropavlovsk PLC
24 July 2020
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 Russian 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 Funds' 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that she has withdrawn her consent due to personal reasons.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).
All of the Resolutions to be proposed at the Requisitioned
General Meeting are set out at the end of this announcement.
The Board recommends that Shareholders should vote FOR
resolutions 12 to 17 inclusive.
The Board recommends that Shareholders should vote AGAINST
resolutions 7, 8 and 18 and unanimously recommends a vote against
special resolution 19.
In the Board's opinion voting in accordance with the Board's
recommendations set out above would be in the best interests of
shareholders.
In respect of resolutions 1 to 6, 9, 10 and 11, the position of
the Directors is as follows:
Number Number Reason for no agreed
of Directors of Directors recommendation
in favour against
The resolution did
not have the support
of at least 2 Elected
To appoint Mr Damien Directors as required
1. Hackett as a Director 6 3 by the Order.
---------------------------- -------------- -------------- -----------------------
The resolution did
not have the support
of at least 2 Elected
To appoint Mr Michael Directors as required
2. Kavanagh as a Director 5 4 by the Order.
---------------------------- -------------- -------------- -----------------------
The resolution did
not have the support
To appoint Mr Harry of at least 2 Elected
Kenyon-Slaney as a Directors as required
3. Director 6 3 by the Order.
---------------------------- -------------- -------------- -----------------------
The resolution did
not have the support
of at least 2 Elected
To appoint Dr Pavel Directors as required
4. Maslovskiy as a Director 6 3 by the Order.
---------------------------- -------------- -------------- -----------------------
The resolution did
not have the support
of at least 2 Elected
To appoint Mr Timothy Directors as required
5. McCutcheon as a Director 5 4 by the Order.
---------------------------- -------------- -------------- -----------------------
The resolution did
not have the support
of at least 2 Elected
To appoint Mr Vitaly Directors as required
6. Zarkhin as a Director 5 4 by the Order.
---------------------------- -------------- -------------- -----------------------
The resolution was
opposed by a majority
of the Directors
but such majority
did not have the
support of at least
To appoint Mr James 2 Elected Directors
Cameron if he has been as required by the
9. removed as a director 3 6 Order.
---------------------------- -------------- -------------- -----------------------
The resolution was
opposed by a majority
of the Directors
but such majority
did not have the
support of at least
To appoint Ms Charlotte 2 Elected Directors
Philipps if she has as required by the
10. been removed as a director 3 6 Order.
---------------------------- -------------- -------------- -----------------------
The resolution was
opposed by a majority
of the Directors
but such majority
did not have the
support of at least
To appoint Mr Maxim 2 Elected Directors
Kharin if he has been as required by the
11. removed as a director 3 6 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.
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 Shareholders 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.
RESOLUTIONS TO BE PROPOSED AT THE REQUISITIONED GENERAL
MEETING
Resolutions 1 to 6 are proposed by the Prosperity Funds
1 Mr Damien Hackett is appointed as a Director of the Company with immediate effect.
2 Mr Michael Kavanagh is appointed as a Director of the Company with immediate effect.
3 Mr Harry Kenyon-Slaney is appointed as a Director of the Company with immediate effect.
4 Dr Pavel Maslovskiy is appointed as a Director of the Company with immediate effect.
5 Mr Timothy McCutcheon is appointed as a Director of the Company with immediate effect.
6 Mr Vitaly Zarkhin is appointed as a Director of the Company with immediate effect.
Resolutions 7 to 19 are proposed by Everest
7 Mr Paul Adrian Bushell be appointed as a Director of the Company with immediate effect.
8 Mr Ivan Kulakov be appointed as a Director of the Company with immediate effect.
9 If Mr James William Cameron Jr has been removed as director of
the Company at any time before the end of this general meeting, to
appoint Mr James William Cameron Jr as a director of the Company
with immediate effect.
10 If Ms Charlotte Bertha Elisabeth Philipps has been removed as
director of the Company at any time before the end of this general
meeting, to appoint Ms Charlotte Bertha Elisabeth Philipps as a
director of the Company with immediate effect.
11 If Mr Maksim Kharin has been removed as director of the
Company at any time before the end of this general meeting, to
appoint Mr Maksim Kharin as a director of the Company with
immediate effect.
12 If Mrs Ekaterina Ray has been removed as director of the
Company at any time before the end of this general meeting, to
appoint Mrs Ekaterina Ray as a director of the Company with
immediate effect.
13 To remove Mr Peter Charles Percival Hambro as a director of
the Company with immediate effect.
14 To remove Dr Alfiya Samokhvalova as a director of the Company with immediate effect.
15 To remove Ms Angelica Phillips as a director of the Company with immediate effect.
16 To remove Mr Jonathan Eric Martin Smith as a director of the
Company with immediate effect.
17 To remove Mr Martin Smith as a director of the Company with immediate effect.
18 To remove as a director of the Company with immediate effect
any person appointed as a director of the Company since 9 July 2020
and up to the end of this general meeting, and who is not one of
the persons referred to in the resolutions numbered 7 to 12
(inclusive) above.
SPECIAL RESOLUTION
19 To direct the board to commission an independent forensic
investigation to review all transactions and arrangements entered
into in the three years preceding 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 subsidiaries or affiliates,
was directly or indirectly a party and 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 director or 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 "associated 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 such 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 independent forensic
investigator's report.
For more information
Please visit www.petropavlovsk.net or contact:
Petropavlovsk PLC +44 (0) 20 7201 8900
Patrick Pittaway / Max Zaltsman / Viktoriya TeamIR@petropavlovsk.net
Kim
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 +44 (0) 20 7466 5000
Bobby Morse / Kelsey Traynor / Ariadna POG@buchanan.uk.com
Peretz
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
MSCDZGZNKDGGGZM
(END) Dow Jones Newswires
July 24, 2020 11:44 ET (15:44 GMT)
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