Gold miner Petropavlovsk’s (POG) board has been voted out by new major shareholder UGC.
Chief executive Pavel Maslovskiy will be ousted, they have said, as the AGM had low enough voting levels due to Covid-19 arrangements for 22 per cent shareholder UGC, combined 12 per cent shareholders Everest Alliance and Slevin and another 4.6 per cent holder to move in their own people.
Finance chief Danila Kotlyarov and incoming chairman Fiona Paulus were also removed from the board. Petropavlovsk was able to appoint four interim board members, however.
One of those is deputy chief executive Alya Samokhvalova, now serving as interim chief executive after Dr Maslovskiy’s removal. She told Investors Chronicle none of the disgruntled shareholders had raised any issues with the board beyond declining to support a share issue to buy the 25 per cent of the holding company FEMI that it did not already own in April.
Dr Samokhvalova said she was still willing to engage with the UGC group after the board removal, however, saying it was a “pragmatic” approach designed to protect shareholders. “They [in no way] expressed their unhappiness with the board, or the board strategy,” she said. “If somebody is interested in these assets today, they will have to pay the appropriate price to shareholders, not just take control of the company.”
UGC denied working with Everest, Slevin and Fortiana Holdings, which has since sold down its stake of 4.6 per cent. The statement did not outline the company’s reasons for voting out Petropavlovsk’s management.
The proxy votes were counted before Tuesday’s AGM.
Petropavlovsk has called another meeting to reinstate the current board, while appointing the UGC-backed directors.
The company has called in the Takeover Panel to look into the move, alleging UGC’s nominee director Maxim Kharin worked with the Everest and Slevin representative to avoid a proper takeover move. Dr Samokhvalova said the voting patterns of Everest and Slevin and UGC suggested a relationship, and she was aware of contact between the two parties.
Mr Hambro was kicked off the board in 2017 but brought back into the group in 2018 alongside Dr Maslovskiy. That time, the mysterious Everest Alliance and Slevin joined with the former owner of UGC’s stake, Kenges Rakishev, to bring back the old board. According to Petropavlovsk, Mr Kharin had indicated that UGC, a private Russian mining company, would support the board in the AGM vote.
Sir Roderic Lyne, who retired as chairman of the board, said it was a “stealth[y]” move that was against the wishes of the majority of shareholders.
