TIDMPOG
RNS Number : 5460R
Petropavlovsk PLC
15 June 2018
15 June 2018
Petropavlovsk PLC (the "Company")
Response to letter from CABS Platform Limited ("CABS") and
Slevin Ltd ("Slevin")
The Company has received letters from CABS, dated 13 June 2018,
and from Slevin, dated 11 June 2018, in response to the letters
sent by the Company dated 8 June 2018 requesting that CABS and
Slevin rectify deficiencies in their responses dated 20 May 2018
and 1 June 2018, respectively and reveal to the Company any
agreements or arrangements that exist in relation to the exercise
of the voting rights of the Company.
CABS is a 4.55% shareholder in Petropavlovsk PLC which together
with Slevin, a 4.55% shareholder have requisitioned resolutions at
the Company's AGM. The proposed resolutions are to remove the
entire Board, which is compliant with the UK Corporate Governance
Code, and elect three former directors which the Board considers
are not independent.
The letters reveal that the natural persons, shell companies and
trusts behind CABS and Slevin are located or registered in
Liechtenstein, British Virgin Islands (Tortola), Cyprus, Latvia,
Russia, West Indie (Nevis and Anguilla) and Gibraltar.
CABS letter
The letter notes that CABS has "made further enquiries" and "so
far as it is known" provides information naming further natural
persons, companies and trusts that are involved in the structure of
ownerships and interests behind CABS. Specifically:
1. CABS is the legal and beneficial owner of shares in the Company.
2. Durham Trade & Invest Limited is the sole director of CABS.
3. Olena Dorati is the sole director and shareholder of Durham Trade & Invest Limited.
4. Patia Trading Limited is the sole shareholder of CABS.
5. Olena Dorati is the sole director and sole legal owner of shares in Patia Trading Limited.
6. Patia Trading Limited holds the shares it owns in CABS on
trust for 6(th) Wave Trust, a discretionary trust established under
the laws of the Island of Nevis. The five beneficiaries of the
6(th) Wave Trust are:
i. Evgeny Khata
ii. Viktoriya Grynova
iii. Erika Gordisheva
iv. Yulia Mangusheva
v. Mikhail Volkov
7. Sagittarius Development LLC with its registered address in
Nevis is the trustee of the 6(th) Wave Trust.
8. Evgeny Khata is the settlor of the 6(th) Wave Trust.
9. Mr Maxim Galkin of Russia and Mr Dimitrii Skandakov of Russia
are the managers of the trustee entity.
10. Mr Vladislav Mitskevich of Russia is the member of the
trustee entity.
11. Mr Andris Kibilds of Latvia is the protector of the 6(th)
Wave Trust.
The letter sets out that certain powers of Sagittarius
Development LLC as trustee of the 6(th) Wave Trust are subject to
the consent of the protector, Mr Andris Kibilds. Sagittarius
Development LLC as trustee of the 6(th) Wave Trust has the
discretion to accept recommendations of the settlor, Evgeny Khata.
Evgeny Khata, as the settlor, and the beneficiaries can remove and
appoint Mr Andris Kibilds. Mr Andris Kibilds can change, remove and
appoint a new trustee.
The letter also states that Mr Nikolai Lioustiger met with Mr
Pavel Maslovskiy, Sir Roderic Lyne, Mr Robert Jenkins (the
'Proposed Directors) and Peter Hambro to "determine their
willingness to be proposed for re-election" and that the Proposed
Directors and Peter Hambro are not connected to any of the entities
or persons set out on 1-11 above.
Slevin letter
The Company also notes the letter received from Slevin dated 11
June 2018 in response to the Company's letter dated 8 June 2018.
This letter has provided no material information, save for that
fact that the Lacetti Foundation is a body corporate.
The Board's conclusion
Despite the efforts of the Company, the further disclosures by
the requisitioning shareholders provides no further clarity in
respect of the identities of the controlling person(s) of CABS and
Slevin. There is no evidence of any experience or background in the
gold mining industry to support the requisitioners' views and no
indication of the source of funds which will have exceeded GBP20m
to acquire the 9.1% shareholding. The Board considers these letters
as evidence of yet another veil of secrecy, and we expect there are
further layers to be peeled back before the true identity of the
controlling person(s) is revealed.
Ian Ashby, Chairman of Petropavlovsk PLC said:
"The latest letters from CABS and Slevin reveal the extent to
which each has gone to conceal the true identity of their ultimate
beneficiaries and controllers. The cascade of shell companies and
offshore trusts outlined in their letters casts a veil of secrecy
over their intentions. We expect there are further layers to be
peeled back before the true identity of the controlling person(s)
is revealed.
"The Board has sympathy with our shareholders who may be
confused by the latest disclosure and it is gravely concerning to
the Board that there is simply no way of knowing whether the motive
of CABS and Slevin is to acquire control of Petropavlovsk by
stealth at a discounted valuation or what other nefarious
objectives they may have."
Ian Ashby has written to the Financial Conduct Authority (the
"FCA") to raise his concerns and request the FCA investigate this
matter.
Enquiries
For more information:
Petropavlovsk PLC Camarco
Alya Samokhvalova Billy Clegg
Grace Hanratty Jane Glover
+44 (0) 20 7201 8900 Nick Hennis
TeamIR@petropavlovsk.net +44 (0)20 3757 4980
POG@camarco.co.uk
About Petropavlovsk
Petropavlovsk is one of Russia's leading gold mining companies.
As at 31 March 2018, the Company had
produced approximately 6.9Moz of gold.
At this time, Petropavlovsk is in the construction phase of a
state of the art pressure oxidation facility to process the
Company's substantial refractory resource base. The Company's
combined 3,430km(2) license holding has untapped resource
potential. The Company is a leading employer and contributor to the
development of the local economy in the Amur region, Russian Far
East, where it has operated since 1994.
Petropavlovsk is a shareholder (31.1%) of IRC Limited and is the
guarantor of the US$340 million project finance facility (US$234
million principal outstanding as at 31 March 2018). IRC is a
vertically integrated iron ore producer and developer in the
Russian Far East and North-eastern China. IRC is listed on the Hong
Kong Stock Exchange (ticker: 1029.HK).
Petropavlovsk is listed on the Main Market of the London Stock
Exchange (ticker POG:LN).
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END
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