Prosperity Calls on Shareholders to VOTE TO KEEP PETROPAVLOVSK INDEPENDENT
Prosperity Capital Management (“Prosperity”) is a leading Russia-focused asset manager that controls approximately 20 per cent of the outstanding share capital of Petropavlovsk PLC (“the Company”), a successful Russian gold mining company with great growth prospects. Prosperity is calling on shareholders to preserve the Petropavlovsk Board of Directors’ independence by voting FOR its six highly qualified director candidates at the Company’s extraordinary general meeting (“the EGM”) on 10 August 2020.
Prosperity seeks to, and has a track record of, constructively engaging with companies in which it invests to create long-term value for the benefit of all shareholders. It believes that a group of self-interested shareholders, which includes Everest Alliance Limited (“Everest”), are working behind the scenes to take over the Company without making an offer to other shareholders as required by law. It is understood that these shareholders act in concert with one of Petropavlovsk’s main competitors – and its single largest shareholder – JSC Uzhuralzoloto Group of Companies (“UGC”).
UGC has reportedly expressed interest in merging with Petropavlovsk and has recently announced its intention to increase its equity stake in the Company to 27 per cent through a bond conversion. Once this conversion is completed, Everest, UGC, and other related parties will own around 40 per cent of Petropavlovsk’s shares and are attempting to disenfranchise minority shareholders by taking control of the Company without making a formal bid at a premium price or engaging properly with a fully independent Board.
UGC’s indication prior to the Company's Annual General Meeting on 30 June 2020 that it wished to maintain the existing board and management, along with the resultant low voter turnout, meant that this group was able to capitalise on its deception and remove seven existing directors – including more senior directors and the Company’s co-founder and CEO, under whose combined leadership the Company has created tremendous value over recent years, achieving sales and production growth while reducing net debt and improving cash flow. In their place, Everest and UGCinstalled their own hand-picked directors and one directly affiliated representative, creating a sympathetic Board designed to give control of the Company to them and at the same time putting Petropavlovsk’s Premium Listing status at risk.
Further, faced with the possibility of losing control of the Board at the EGM rather than tightening its hold on it, Everest has cynically proposed Resolution 18. If passed, this resolution would immediately remove all of the director nominees that we have proposed if they are elected at the EGM. Resolution 18 is plainly dangerous for other shareholders and perversely designed to obfuscate and frustrate the will of the majority of shareholders by creating an almost unimaginable scenario in which one could vote for the appointment of a director and their removal in the same meeting. This is further evidence of Everest’s efforts to subordinate other shareholders. The Interim Board strongly cautioned shareholders about the deceptive implications of Resolution 18, and it is critical that shareholders vote AGAINST it at the EGM in addition to voting AGAINST Resolutions 7 and 8 proposing the election of Everest’s nominees.
Through their actions, Everest, UGC, and affiliates have undermined the independence of Petropavlovsk’s Board, which has been materially weakened, and they are seeking to confuse or trick shareholders into maintaining this state by proposing disingenuous resolutions at the EGM. In so doing, they are creating significant risks for the future of the Company and its shareholders.
PRESERVE THE BOARD’S INDEPENDENCE — VOTE FOR RESOLUTIONS 1 – 6 AND VOTE AGAINST RESOLUTIONS 7, 8 AND 18 AT THE EGM
It is critical that Petropavlovsk has a diverse and independent Board to provide strong corporate governance and create shareholder value. Permanent independent directors must be added to the Board to protect the rights of all shareholders and preserve future value creation.
In order to do so, Prosperity has called the EGM to elect six highly qualified directors to add balance to the Board and protect shareholders’ interests. These candidates have been vetted by the Professional Investor Association and will bring a wealth of relevant knowledge and skill to the Company.
Adding these directors will stabilise, strengthen and improve the Board’s independence while providing continuity so that management can create value for all shareholders
Alexander Branis CFA, Chief Investment Adviser at Prosperity Capital Management, commented:
“The true ownership of Petropavlovsk is at stake. We cannot cede control of the Board to directors hand-picked by and beholden to the interests of the self-interested Everest and UGC. These concert parties are clearly trying to take over the Company by stealth. We cannot risk a repeat of the AGM where a present minority outvotes an absent majority. It is critical to the future of Petropavlovsk that shareholders vote to preserve the Company’s independence by supporting our slate of highly qualified director nominees to join the Board, and crucially voting against Resolutions 7, 8 and 18 at the EGM on 10 August. It will probably be a close call. Every vote counts!”
Prosperity urges shareholders to vote FOR Resolutions 1 - 6 and vote AGAINST Resolutions 7, 8 and 18 at the 10 August EGM.
For more information, including instructions on how to vote your shares, please visit www.Stop-Takeover-Of-POG.com.
About Prosperity Capital Management
Founded in 1996, Prosperity Capital Management is a leading Russia-focused asset manager controlling assets of around USD 4 billion on behalf of pension funds, endowments, foundations, family offices, sovereign wealth funds and high net worth individuals from across Europe, North America, Middle East and Australasia. The firm employs a long-term, fundamental value, active and engaged shareholder approach to access the public equity investment opportunity amongst Russian and Former Soviet Union companies.
Nicholas Laugier Nicholas.Laugier1@georgeson.com
Nina Atkinson email@example.com
Charlotte Balbirnie CBalbirnie@keplercomms.com
+44 7989 528421
Michael Henson MHenson@keplercomms.com
+44 7551 720441
About Business Wire
Subscribe to releases from Business Wire
Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from Business Wire
OpenGate Capital Strengthens Management Team with Tenured Chief Financial Officer3.8.2020 16:43:00 CEST | Press release
OpenGate Capital, a global private equity firm, announced today that their senior leadership team has expanded with the addition of Heather Malloy who joined the firm today as Chief Financial Officer based in the firm’s Los Angeles office. Malloy is a tenured, private equity finance executive with an extensive background in corporate strategy, structuring, and systems. She is experienced in control buyouts, senior, junior, and mezzanine debt, structured finance, and asset-backed securities. Prior to joining OpenGate, Malloy was a management consultant at Riva Ridge Management, and she previously served as Chief Operating Officer and Chief Financial Officer at Strattam Capital for six years. In her role at OpenGate Capital, Malloy is responsible for the financial and administrative matters of OpenGate Capital, the funds under OpenGate’s management, and the financial supervision of OpenGate’s global portfolio companies. Andrew Nikou, OpenGate’s Founder and Chief Executive Officer stated,
Alpega Partners with project44 to Deliver Advanced Visibility in North America and Europe3.8.2020 16:15:00 CEST | Press release
Alpega, a global provider of cloud-based transportation management systems (TMS), today announced as part of its growing value-adding partner ecosystem, it has partnered with project44, a global leader in supply chain visibility for shippers and logistics service providers. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200803005311/en/ Alpega Partners with project44 to Deliver Advanced Visibility in North America and Europe (Photo: Business Wire) The partnership delivers real-time truckload tracking integration and serves Alpega customers of all industries and verticals across North America and Europe. “We are happy to join efforts with Alpega to serve our global community of customers,” said Tommy Barnes, Head of Global Network Partnerships at project44. “We want to enable supply chain professionals all over the world to make informed decisions based on high quality, real-time data, and drive more operational efficiencies
JEOL: Release of the New Scanning Electron Microscope JSM-IT700HR3.8.2020 16:00:00 CEST | Press release
JEOL Ltd. (TOKYO:6951) (President & COO Izumi Oi) announces the release of a new scanning electron microscope (SEM), the JSM-IT700HR for unprecedentedly high throughput in August 2020. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200803005011/en/ Note: The photo of the instrument is JSM-IT700HR/LA. (Photo: Business Wire) Development background Scanning electron microscopes are used in various fields, such as nanotechnology, metals, semiconductors, ceramics, medicine, and biology. In addition, SEM applications are expanding to include quality control as well as basic research. The demands are increasing for faster data acquisition of higher-quality SEM images and for easier confirmation of compositional information. Based on our award-winning predecessor of “InTouchScope™” series SEMs, the JSM-IT700HR is equipped with our in-lens Schottky field emission electron gun (FEG). This new powerful SEM satisfies the needs for obser
Immervision Orders Investigation by Ad Hoc Research to Clearly See Smartphone Camera Performance from End Users Point of View3.8.2020 15:00:00 CEST | Press release
Immervision, the Montreal-based developer and licensor of patented, wide-angle optics and imaging technology, today announced its 2020 Smartphone Camera survey results in cooperation with Ad Hoc Research. Amid confusing end-user comments on photos and videos and disagreement between phone makers on what has to be done, Immervision decided to investigate what end-user like or don’t like from their phone’s cameras. It revealed no smartphone brand, even the flagship brands, is performing well in consumers’ experience in taking photos. The survey included 1,557 consumers located in California, China and South Korea who selected pictures they preferred amongst 10 images for each of the four scenes comprising city landscape and people. Photos were taken on settings from the same angle and under the same environmental conditions. Results were based on region, age, gender. Data was collected February 20 - March 5, 2020. Ad Hoc Research said, “Our study showed that with current functionalities,
Personalis, Inc. Launches NeXT Liquid Biopsy™, A High-Performance, Exome-Wide Liquid Biopsy Platform3.8.2020 14:17:00 CEST | Press release
Personalis, Inc. (Nasdaq: PSNL), a leader in advanced genomics for cancer, today announced the launch of NeXT Liquid Biopsy, a high-performance, exome-scale, tumor-profiling platform that utilizes blood samples from advanced-stage solid tumor cancer patients. NeXT Liquid Biopsy, paired with Personalis’ leading ImmunoID NeXT™ tissue profiling platform, enables a more comprehensive immuno-genomics view of the tumor that can now be monitored over time from blood samples. NeXT Liquid Biopsy monitors over twenty times more genes than the majority of liquid biopsy cancer panels on the market today. These capabilities will help biopharmaceutical companies advance their understanding of tumor biology, including resistance mechanisms, to aid the development of next-generation cancer therapies. Personalis CEO, John West, said, “Solid tumor biopsies and liquid biopsies complement each other, and it is important to utilize both in cancer research. Solid tumor biopsies can yield information about m
Patient Safety Movement Foundation, the American Society of Anesthesiologists, The Leapfrog Group, and the International Society for Quality in Health Care Join Forces for #UniteForSafeCare World Patient Safety Day Campaign3.8.2020 14:00:00 CEST | Press release
Today, four leading global organizations dedicated to fighting preventable deaths due to medical errors announced their partnership to co-convene the #uniteforsafecare program on World Patient Safety Day (September 17, 2020). This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200803005136/en/ #uniteforsafecare co-convener logos (Graphic: Business Wire) In June, the Patient Safety Movement Foundation announced the wide-ranging campaign to bring attention to system-wide improvements that will ensure better health worker and patient safety outcomes, called #uniteforsafecare. Now, the organization will be joined by the American Society of Anesthesiologists (ASA), The Leapfrog Group, and International Society for Quality in Health Care (ISQua) in co-convening the slate of programming, which includes a virtual physical challenge to raise awareness of the issue; collaboration with the National Association for Healthcare Quality’s annua
In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.Visit our pressroom