TIDMPOG
RNS Number : 1113U
Petropavlovsk PLC
30 November 2021
30 November 2021
Petropavlovsk PLC
Claim Filed Against Petropavlovsk and Its Directors
Petropavlovsk PLC ("Petropavlovsk" or the "Company") announces
that JSC Uzhuralzoloto Group of Companies ("UGC"), the Company's
major shareholder, has today issued a derivative claim in the High
Court of Justice (Business and Property Courts of England and
Wales, Insolvency and Companies List) (the "Claim"), together with
an application for injunctive relief (the "Application") in
connection with the previously announced sale by the Company of a
29.9% stake in IRC Limited ("IRC") to Stocken Board AG ("Stocken"
and the "Stocken Transaction") .
By way of background, the Company entered into a preliminary
agreement in respect of the Stocken Transaction on 18 March 2020.
The Company announced on 25 May 2021 that the preliminary agreement
had become legally binding on the Company. As noted in the 25 May
2021 announcement, completion of the Stocken Transaction remained
conditional upon:
-- The receipt of any consents that may have been required under
the Company's US$500 million 8.125% notes maturing November 2022
(the "Notes") or confirmation by the Board that no such consents
were required; and
-- Termination and irrevocable release of the Company's group
from all loan guarantees given to Gazprombank ("GPB") under and in
respect of the facility agreements signed between Kimkano-Sutarsky
Mining and Beneficiation Plant LLC (a subsidiary of IRC) and GPB in
December 2018 (the "Guarantee Condition").
The Board confirmed to Stocken that no consents are required
under the Notes on 22 September 2021. The Guarantee Condition
remains outstanding.
The Claim names the Company, as well as each of the Company's
directors in their personal capacity, as defendants and alleges
that the completion of the Stocken Transaction prior to a general
meeting of the shareholders of the Company and/or at all would
represent a breach of the directors' duties.
In its Claim, UGC is seeking (in summary):
-- A Court order directing that a general meeting of the Company
be held to resolve, inter alia, to direct the Company's Board not
to cause the Company to proceed to completion of the Stocken
Transaction; and
-- An injunction to prevent the Company's directors from taking
any steps to cause the Company to complete, or in fact complete,
the Stocken Transaction prior to that general meeting and/or at
all.
Pursuant to the Application and pending determination of the
Claim, UGC is seeking (amongst other things):
-- Permission to continue a derivative claim on behalf of the Company;
-- An order for the holding of a general meeting of the Company; and
-- Injunctive relief that would prevent the board from
completing the Stocken Transaction prior to the general meeting of
the Company being held.
The Company intends to defend the Claim and the Application, and
a further announcement will be made in due course.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
About Petropavlovsk
Petropavlovsk PLC (LSE: POG. MOEX: POGR) is a major integrated
Russian gold producer with JORC Resources of 19.50Moz Au which
include Reserves of 7.16Moz Au. Following its IPO on the
Alternative Investment Market (AIM) in 2002, Petropavlovsk was
promoted to the London Stock Exchange in 2009, where today it is a
Premium Listed company and a constituent of the FTSE 250, FTSE 350
and FTSE All Share indices. The Company's shares also trade on the
Moscow Exchange and are a constituent of the RTS Index and MOEX
Index.
The Company's key operating mines (Pioneer, Malomir and Albyn)
and its Pokrovskiy Pressure Oxidation (POX) Hub, are located in the
Amur Region in the Russian Far East. Petropavlovsk has produced a
total of c.8.6Moz of gold since operations began in 1994 and has a
strong track record of mine development, expansion, and asset
optimisation.
Petropavlovsk is one of the region's largest employers and one
of the largest contributors to the sustainable development of the
local economy.
For more information
Please visit www.petropavlovskplc.com or contact:
Petropavlovsk PLC +44 (0) 20 7201 8900
John Mann / Max Zaltsman TeamIR@petropavlovskplc.com
Hudson Sandler +44 (0) 20 7796 4133
Charlie Jack / Elfie Kent Petropavlovsk@hudsonsandler.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.
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END
MSCFLFITLRLIVIL
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