Prosperity Capital Management submits complaint to The Takeover Panel regarding potential concerted party action at Petropavlovsk PLC
Prosperity Capital Management (“Prosperity”), a leading Russia-focused asset manager controlling approximately 20 per cent of the outstanding share capital of Petropavlovsk PLC (“the Company”), announces that it has made a submission to The Takeover Panel regarding a potential breach of Rule 9 of the Takeover Code (the "Code") by Everest Alliance Limited, JSC Uzhuralzoloto Group of Companies (“UGC”) and a number of other shareholders (together the “Concert Parties”) who collectively own more than 30% of the Company’s outstanding share capital.
Prosperity believes that the Concert Parties have acted together to seek control of the Company’s board and its management.
Prosperity’s submission to The Takeover Panel is made in the context of Petropavlovsk’s upcoming Extraordinary General Meeting (“EGM”), where the Concert Parties have sought to remove all directors appointed by other shareholders at the EGM and to appoint two new directors to add to the four that they appointed at the Company’s Annual General Meeting on 30 June 2020.
The submission is also made in connection with UGC’s recently announced intention to convert its Petropavlovsk’s convertible bonds into shares, increasing the Concert Parties’ shareholding.
Prosperity believes that the Concert Parties’ actions create significant risk for Petropavlovsk’s shareholders by seeking in effect to take over the Company without launching a formal bid or paying a control premium and by putting its Premium Listing status at risk.
Due to concerns about the potential harm that these actions will cause Petropavlovsk and its shareholders, Prosperity are nominating a number of candidates to be added to the Board at the Company’s forthcoming EGM with the intention of stabilising, strengthening, and improving its independence.
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.
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