TIDMPOG
RNS Number : 6720R
Petropavlovsk PLC
18 June 2018
18 June 2018
Petropavlovsk PLC (the "Company")
Institutional Shareholder Services and Glass Lewis support
existing Petropavlovsk Board
The Company notes the reports published last week by the main
proxy advisory firms, Glass Lewis & Co. ("Glass Lewis") and
Institutional Shareholder Services, Inc. ("ISS"). Glass Lewis and
ISS recommend to shareholders of the Company that they support the
current board at the upcoming Annual General Meeting ("AGM").
Specifically, Glass Lewis and ISS recommend that shareholders vote
to:
1. Elect Adrian Coates and Roman Deniskin as directors of the Company; and
2. Re-elect Bruce Buck, Garrett Soden and Ian Ashby as directors of the Company.
Glass Lewis and ISS also recommend to shareholders that they
vote against the resolutions to elect Pavel Maslovskiy, Sir Roderic
Lyne and Robert Jenkins as directors of the Company (the "Nominee
Directors") and to vote against all remaining requisitioned
resolutions to replace the entire board (Resolutions 13-23).
Glass Lewis makes these recommendations because the arguments
for the requisition lack rationale to justify the removal of the
entire existing board of directors. Glass Lewis also based its
recommendation on the Company's poor performance under the previous
board, which included the Nominee Directors, as compared with the
Company's more recent performance under the existing board of
directors.
Similarly, ISS points to the failure of the requisitioning
shareholders to put forward compelling arguments for a change to
the board. Both ISS and Glass Lewis note significant concerns about
corporate governance under the requisitioners' proposals, as well
as the lack of transparency around the requisitioning shareholders'
ownership.
The Petropavlovsk board of directors is pleased that both proxy
advisory firms recognise the paucity of arguments used by the
requisitioning shareholders in seeking to replace the entire
current board with a small number of candidates, all of whom have
previous connections to the Company.
The board believes that Resolutions 13 to 23 (inclusive) will
not promote the success of, and are not in the best interests of,
the Company and its shareholders as a whole. The board therefore
recommends that shareholders VOTE AGAINST RESOLUTIONS 13 TO 23, as
the directors intend to do in respect of their own beneficial
shareholdings in the Company.
Furthermore, the board believes that Resolutions 1 to 12
(inclusive) are in the best interests of the Company and its
shareholders as a whole and, accordingly, recommends that
shareholders VOTE IN FAVOUR OF RESOLUTIONS 1 TO 12 (INCLUSIVE), as
the directors intend to do in respect of their own beneficial
shareholdings in the Company.
Given the level of shareholding by the requisitioning
shareholders and their supporters, it is imperative that as many
shareholders as possible vote at the Annual General Meeting to
determine the wishes of independent shareholders. A share not voted
may represent a vote for the requisitioning shareholders'
proposals.
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
Notes to Editors:
About ISS:
The following details are from ISS's website,
www.issgovernance.com. Full details of the services provided by ISS
can be found on ISS's website.
"Institutional Shareholder Services Inc. (ISS) is the world's
leading provider of corporate governance and responsible investment
(RI) solutions for asset owners, asset managers, hedge funds and
asset service providers. ISS' solutions include: objective
governance research and recommendations.
Institutional clients turn to ISS to apply their corporate
governance views, identify environmental, social and governance
risk, and manage their complete proxy voting needs on a global
basis.
ISS covers approximately 42,000 meetings in 115 countries
yearly, delivering proxy research and vote recommendations while
working closely with clients to execute more than 9.6 million
ballots representing 3.7 trillion shares. ISS' RI research covers
more than 20,000 companies across the globe."
About Glass Lewis:
The following details are from Glass Lewis's website,
www.glasslewis.com. Full details of the services provided by Glass
Lewis can be found on Glass Lewis's website.
"We are a trusted ally of more than 1,200 investors globally who
use our high-quality, unbiased Proxy Paper research.
Since a group of finance, accounting and legal professionals
came together in 2003 to found Glass Lewis, we have focused on
providing corporate governance solutions that deliver transparency
and efficiency to investment, operations and compliance teams.
Clients: 1,300+ clients, including the majority of the world's
largest pension plans, mutual funds and asset managers, who
collectively manage more than $35 trillion in assets."
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).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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