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
Pacific Drilling Commences Voluntary Chapter 11 Proceedings; Restructuring Support Agreement to Eliminate All $1.1 Billion of Bond Debt; World-wide Operations Expected to Continue as Usual31.10.2020 00:52:00 CET | Press release
Pacific Drilling S.A. (NYSE: PACD) announced today that it and certain of its domestic and international subsidiaries have filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas and have entered into a restructuring support agreement with an ad hoc group of the largest holders of its outstanding bond debt. This consensual financial restructuring transaction will eliminate the Company’s approximately $1.1 billion in principal amount of outstanding bond debt through the cancellation and exchange of debt for new equity in the reorganized Company. The Company also announced today that it has repaid its $50 million first lien superpriority revolving credit agreement with Angelo, Gordon Energy Servicer, LLC, as administrative agent and the lenders party thereto. With approximately $120 million of cash and cash equivalents as of October 30, 2020, and seven of the most advanced high-spe
Homestead Capital Closes Fund III at Target, Surpasses $1 Billion in Cumulative AUM31.10.2020 00:07:00 CET | Press release
Homestead Capital USA LLC (“Homestead”), a private equity firm investing in farmland in the United States, has held a final close of its third fund, Homestead Capital USA Farmland Fund III, L.P. (“Fund III”), with $596 million in capital commitments. With these additional commitments, the firm has surpassed $1 Billion in AUM across its three funds. “We are grateful for the support and opportunity to invest on behalf of our broad range of returning and new investors,” said Dan Little, Co-Founder and Co-CEO of Homestead. “We are humbled by our limited partners’ confidence in us as investors. Fund III represents an endorsement of our ability to drive positive investment outcomes and act as long-term stewards of our limited partners’ capital.” “The United States farmland market continues to undergo a transition that presents many attractive investment opportunities,” said Gabe Santos, also a Co-Founder and Co-CEO of Homestead. “Our strategy is uniquely suited to create value by utilizing o
Bennett Goodman and Avi Kalichstein Launch Hunter Point Capital to Invest in Alternative Investment Managers30.10.2020 19:03:00 CET | Press release
Bennett Goodman and Avi Kalichstein today announced the formation of Hunter Point Capital LP (“HPC”), an independent investment firm seeking minority stakes in middle-market alternative asset managers. As part of the launch, HPC has formed a strategic partnership with a group of leading global investment entities associated with Jacob Rothschild. "I am thrilled to initiate this next phase of my career with such an exceptional team. Our HPC partnership seeks to leverage our collective expertise as investors and business builders to cultivate the next generation of outstanding investment franchises,” said Goodman. “Our goal is to help general partners achieve their long-term business objectives faster and with more certainty.” “At our core, Hunter Point Capital is focused on investment excellence. We seek managers with proven track records, who will benefit from a strategic, impact-oriented partner,” said Kalichstein. “There is an expanding universe of high-performing investment manageme
Code:n@xt: PROCAD to Lift the Veil on a New PLM Generation30.10.2020 17:31:00 CET | Press release
On November 11, 2020, PRO.FILE next, the next product generation by PROCAD will be officially launched. At 11:00 AM EST, 10:00 AM CET, the groundbreaking, cloud-enabled platform for the digital transformation of business processes will be presented to the public for the first time at Code:n@xt, a must-attend event for anyone interested in digital transformation, information and product lifecycle management. PROCAD's managing directors, strategists, business developers, and developers will come together for Code:n@xt to present PRO.FILE next – whose code will change the world of PLM software. The online event will feature breakout sessions and a live demo of the new system, take a look at today's market demands and digital transformation trends, and give attendees the opportunity to chat with the company's experts. Where does digital transformation start? Where does a PLM platform as a Product Data Backbone fit into it? How do you build an information twin as a digital replica of a piec
INX Applies for Listing on the Canadian Securities Exchange (CSE)30.10.2020 14:00:00 CET | Press release
INX Limited (“INX”) today announced its application for listing of its digital security, the INX Token, on the Canadian Securities Exchange (“CSE”). The listing application is subject to the approval of the CSE. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201030005313/en/ Shy Datika, Co-Founder and President at INX (Photo: Business Wire) INX recently launched the first SEC-registered digital security IPO for both retail and institutional investors. INX intends to use the net proceeds from the IPO for a launch of a regulated trading platform for digital assets and provide novel trading and capital raising financial instruments to enterprises in collaboration with traditional exchanges worldwide. The CSE is a proponent of exchange-listed digital securities and continues to work towards additional services in connection with the post-trade processes for these securities. Richard Carleton, CEO of the CSE has stated that “The
Veracyte Announces New Data Published in Journal of Clinical Oncology Suggest the Prosigna Breast Cancer Test’s Genomic Underpinning Drives Prognostic Performance30.10.2020 13:15:00 CET | Press release
Veracyte, Inc., (Nasdaq: VCYT) announced today that findings from the first study evaluating the molecular drivers underlying multiple prognostic genomic breast cancer tests were published in the Journal of Clinical Oncology (JCO). Results suggest that the genomic underpinnings of Veracyte’s Prosigna® Breast Cancer Gene Signature Assay, particularly the test’s relative weighting of genes predicting tumor proliferation, may explain the classifier’s previously demonstrated, higher likelihood of predicting long-term risk of recurrence among certain breast cancer patients, compared to other breast cancer tests. The study compared the commercial forms of four breast cancer recurrence-risk tests: the PAM50-based Prosigna Risk of Recurrence (ROR), the Oncotype DX Risk Score (RS), EndoPredict (EP) and Breast Cancer Index (BCI). It expands upon a previous evaluation of these same tests using an identical dataset, which compared their ability to accurately predict 10-year distant disease recurre
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