Petropavlovsk Share Discussion Threads

[grbaker] 15/5/2017 14:48

P.S. That link, posted above, by christy41 is well worth a look (it's a video, but it's not too long):

[grbaker] 15/5/2017 14:43

The question you have to ask yourself IMHO is what are the specific motives and goals of Renova and M&G?

Are they interested in creating value for themselves only or for us shareholders as well (some of whom are still heavily underwater of their holdings)?

Does anybody know of any statements out of Renova/M&G/Sothic on what they hope to achieve or what their goals are with their proposals for us to vote on?

GLA, GRB.

[tymedici] 15/5/2017 13:41

I think I can describe myself as 'neutral' on Peter Hambro. I said on 15 March this year (post46127) that his interview on the BBC1 Business programme missed an opportunity. This interview was much better and he used the time well to explain the current situation.
Thanks for posting a useful link.

[christy41] 15/5/2017 13:25

Latest interview from Proactive on stepping aside...

[galeforce1] 15/5/2017 13:08

Stoopid

The rebels need to get 50% and they currently have a combined 42.7%.

This morning's compromise offer from the POG board, offering PH's resignation as Chairman, might just win back M&G to the status quo. But I'd be surprised if Sothic's allegiance changed.

It seems that this particular fund at M&G is basically a distressed-debt fund that has found itself with a whole lot of equity (following the debt for equity exchange in 2015). It's not really the mainstream part of M&G, which has a good reputation for long-term investing and doesn't usually go around supporting oligarchs.

It would be interesting to know more about Renova's track record with listed businesses and shareholder value. They have been mainly active in Switzerland, I think, and I understand that their record is not great.

[m_n_tomlinson] 15/5/2017 11:46

'Not in the interests of shareholders'. FFS Hambro. For 2 years now you cannot get the shareprice above 10p!

[m_n_tomlinson] 15/5/2017 11:44

Why does Hambro keep saying 'not in the interests of shareholders', when then share price languishes at 7.5p? I'd have more time for Hambro if the share price was rising or recovering, but it's not. We may as well say POX was not in the interest of shareholders, that helped crashed the share price from £15 to 5p!

[stoopid] 15/5/2017 11:09

Can anyone post Koobas link from the times?

[stoopid] 15/5/2017 11:05

Turmoil at POG, so what % of votes do Renova et al need to oust the current board and install their proxy's??The plot thickens let's hope it's not bad either way for shareholders....

[popeye888] 15/5/2017 07:27

LONDON, 15 MAY 2017:



Further to the announcements on 12 May 2017 and the succession planning referred to in its Annual Results, London-listed Petropavlovsk PLC ("Petropavlovsk" or the "Company" or, together with its subsidiaries, the "Group"), a leading gold producer in the Russian Federation, provides the following comments on its proposed Board changes and the recently received requisition requests:



Summary



· Andrew Vickerman to become independent interim non-executive chairman following conclusion of AGM; Peter Hambro to step down as Chairman but to remain with business as it completes its turnaround



· Company commits to appointment of permanent non-executive Chairman and fourth independent non-executive director as part of continuing work to refresh and strengthen the Board and focus on best practice governance



· Board opposes appointment of requisitioning shareholder nominees as directors as not in the interests of shareholders as a whole and urges shareholders to vote against their proposals at AGM



Commenting on the announcement, Peter Hambro said:

"Our proposal for moving to an independent Non-Executive Chairman and the addition of a fourth Non-Executive Director reflects our commitment to our shareholders and to maintaining corporate governance best practice. Retaining the current Board and adding a further Non-Executive Director provides vital continuity and strong leadership combined with independent oversight as Petropavlovsk moves into its next phase of growth. We have always recognised that, in order to grow, companies must evolve and we have taken this decision in adherence to the corporate governance standards required of a modern and forward thinking company. Our immediate priority is to ensure that our recent operational and financial successes continue.

With respect to the requisitioned resolutions from Renova Asset Holding Ltd, Sothic Capital European Opportunities Master Fund Limited and M&G Debt Opportunities Fund II Limited (shareholders of the Company) it is my belief that replacing the Non-Executive Directors and myself on the Board with their own nominees, is not in the interests of shareholders as a whole. Accordingly, we will recommend in our AGM circular to shareholders, that the existing Board should be re-elected to implement the Company's growth plan and the requisitioned resolutions should be voted down by shareholders who want to ensure the Directors, as custodians of their investment, are working for all stakeholders."

[popeye888] 15/5/2017 07:25

Petropavlovsk's 2016 Annual Results Release included the following financial highlights:

- Underlying EBITDA of US$200.1m, a 16% improvement on 2015 primarily due to contribution from mines as a result of higher realised gold price achieved and improvement in total cash costs ("TCC").
- Group TCC of US$660/oz, outperformed the Company's guidance and was a 12% improvement on 2015, due to cost optimisation measures and the positive effect of Rouble depreciation.
- Group all in sustaining cash costs ("AISC") were in line with guidance at US$807/oz, an 8% improvement on 2015.
- Average realised gold price of US$1,222/oz (including US$(21)/oz effect from hedging), an increase of 4% on 2015. Gold sales of c.400,000oz, 17% lower than 2015.
- The Group had forward contracts to sell 50Koz of gold at an average price of US$1,303/oz and 547Koz of gold at an average price of US$1,253/oz as at 31 December 2016 and 26 April 2017, respectively.
- Net profit of US$31.7m (EPS: US$0.01), compared to a net loss of US$297.5 million for 2015, which reflects improvement in underlying EBITDA, substantially lower losses from IRC and deferred tax credit (mostly due to Rouble devaluation).
- Capital expenditure of US$29.4m, a reduction of 10% from 2015.
- Successful refinancing of c.US$430 million of the Group's bank debt, including a revised maturity profile to match the Group's production profile until September 2022 subject to certain conditions being satisfied.
- Reduction in the year end Net Debt to US$598.6m vs US$610m as at 31 December 2015. Bringing a 15% improvement in the Net Debt/ EBITDA ratio to 3:1 in comparison with the full year 2015.

As highlighted in the Company's Q1 2017 Production Results, Petropavlovsk has achieved a strong start to FY2017 with production of 118,046 ounces in Q1 2017, an equivalent 18% increase on Q1 2016 and trending towards the top end of the Company's 2017 gold production guidance range of 420,000 - 460,000 ounces.

Other operational highlights in Q1 2017 include:

- Pioneer underground development is on schedule for first production in Q2 2017.
- Malomir underground first production remains on schedule during Q2 2017.
- POX Hub construction is progressing on schedule and on budget.

[kooba] 14/5/2017 09:07

https://www.thetimes.co.uk/edition/business/chelsea-boss-to-tackle-hambro-in-mine-row-t2j8255n6

[togglebrush] 14/5/2017 06:38

Revised assuming Financial Instruments listed in April are in effect
'
__________________7 May____3 April
'
Defenders_________ 29%_____23.6%
Freefloat_________ 27%_____21.4%
Majors uncommitted_ 8%_____12.2%
'
Challengers________________42.7% including Lamesa (excluded in May)
'
Basic data, as published, posted earlier on this BB

[galeforce1] 13/5/2017 18:15

GRB

I don't think there's amy chance that Hambro is going voluntarily here. There is obviously serious bad feeling between Vekselberg and the current board and they want Hambro and his NEDs out. Renova will have been irritated by POG refusing to integrate Renova's Kamchatkan mining interests. I'm not sure what else they will want to change. Perhaps they will find a way of severing the connection with IRC, run by Hambro's nephew.

Toggle

Where do you get those figures from? They look all wrong.

The key figure is that the rebels led by Renova have 43% committed (NB not 29% as per your post).

On the other side of the equation there is Hambro and Asian-Pacific Bank. They have about 14% between them. Maslovksy's position is unknown at the moment.

The position of all the other shareholders is at this point unknown, and they have the other 43%.

So I believe it is: Rebels 43%, Defenders 14%, uncommitted/unknown 43%

The AGM is on June 20th.

It will be interesting to see the company's statement on Monday.

I'm exactly at breakeven on my POG holding and this seems to me a classic fear and greed situation.

[grbaker] 13/5/2017 14:20

M&G's involvement is bad news IMHO: look at what happened when they stuck their ore in with GKP...

I think we also now know what been going on with the large stack building from Renova.

Pretty bad news for us shareholders if they manage to forcibly oust Hambro IMHO.

On the plus side (assuming the coup? is successful): if they retain the UK listing; continue to run the business without asset stripping it; and sort out the IRC debt guarantee; then maybe we'll see the share price rise.

Anyway, good luck all.

P.S. It is, of course, possible that My Hambro wants to retire voluntarily; and this is his method for doing so. That would put a slightly different spin on it all...

...never a dull RNS here is there?

[togglebrush] 13/5/2017 12:37

Re galeforce1 13 May '17 - 11:52 - 46472 of 46473
'
Apologizes for table which was posted for Broadsheet readers ae opposed to Red Tops
'
Defenders_________ 29%
Freefloat_________ 27%
Majors uncommitted_ 8%
'
Private Investors swung behind Hambro in February 2015 and may do again ???
'
PLEASE VOTE IN AGM ballot due late June 2017

[juju44] 13/5/2017 11:54

Couldnt make it worse than it is

[galeforce1] 13/5/2017 11:52

Toggle

Posting schedules like that with the formatting a bit wonky is amazingly confusing for most readers of this BB.

The shareholdings situation is as follows:

Renova have 14.76%
Lamesa (connected to Renova) have 10.04%
Sothic have 11.05%
Prudential (M&G) have 6.86%

That's a total of 42.76% who we know are lined up behind Vekselberg. There will be others.

My view is that Vekselberg/Renova is going to win this battle and take control of the Board.

The big question is what impact does that have for shareholders and the share price?

It would also be interesting to know what Pavel Maslovsky's role is in this coup. Is he with Hambro and the NEDs or against them?

[togglebrush] 13/5/2017 11:32

ADDITIONS to LIST POSTED EARLIER
'
Addition to Major shareholdings listed earlier this gives those with additional financial instruments with or without voting rights. It adds to the May 7th list I posted earlier.
'
Table produced by company showing Qualifying Financial Instruments (Column 4), Financial instruments with similar economic effect to Qualifying Financial Instruments(Column 6), produced by POG at 3 April 2017
‘
Company______Shares______The %__Financial Ints %__Similar D I___%____Total______The %
Sothic Capital__347,534,872__10.60%_______________14,837,653_0.44%(D)__369,372,525 11.05%
Prudential plc__224,905,854___6.86%_ 250,005__0.0%_____________________225,155,859__6.86%
D.E. Shaw_______117,609,333___3.59%_____________139,000,000_ 4.24% (D)_256,609,333 _7.82%
Lamesa__________103,870,829___3.16%_____________225,674,382_ 6.88 %(N)_329,545,211 10.04%
‘
Notes
(a) D = (Delta) N = Nominal
(b) The interest in financial instruments with similar economic effect to qualifying financial instruments of Sothic Capital European Opportunities Master Fund Limited relate to Contract for Differences and Total Rate Return Swap.
(c) The interest in qualifying instruments of Prudential group of companies relate to a ‘Right of Recall.’
(d) D E Shaw & Co has an interest in financial instruments with similar economic effect to qualifying financial instruments in relation to contract for differences.
(e) Indirect holding.
(f) The interest in financial instruments with similar economic effect to qualifying financial instruments of Polo/Lamesa relate to the Group’s 9% Convertible Bonds due 2020.
(g) The issued share capital as at 3 April 2017 is 3,303,768,532 ordinary shares with 3,281,393,974 voting rights.
'
ADDITIONS to LIST POSTED EARLIER

[togglebrush] 13/5/2017 09:57

REFERENCE ONLY... LAST YEAR
'
Annual General Meeting of Petropavlovsk PLC was held at 1 p.m. on 28 June 2016

[tsmith2] 12/5/2017 21:57

coup team announce their proposed appointments

[galeforce1] 12/5/2017 14:52

Toggle

Lamesa is controlled by Renova, which changes the maths quite a bit.
Also ReEnova can convert its holding in the convertible bond (which is like a preference share).

So Renova have just under 25% in total.

[togglebrush] 12/5/2017 13:57

Some time since I updated my major shareholders list. This is todays Morning Star list
'
Name______________________________________ Amount_______Holding %
'
TZ Columbus Services Ltd__________________ 483,992,987 14.75____Note Renova
Sothic Capital European Opportunities_____ 347,534,872 10.59
Vailaski Holding Ltd______________________ 316,200,954 9.64 ____Note #
Asian Pacific Bank________________________ 301,035,074 9.17 ____Note ##
Prudential PLC____________________________ 224,905,854 6.85_____Note M+G subsiduary
Dr Pavel Maslovskiy_______________________ 190,774,346 5.81 ____Note PM
Peter Hambro______________________________ 152,280,861 4.64 ____Note PH
PJSC Metcombank___________________________ 145,075,249 4.42
D. E. Shaw & Co LP________________________ 117,609,333 3.58
Lamesa Holding SA_________________________ 103,870,829 3.17

Total__________________________________________________ 72.62%

My Conjecture
Roughly Challengers__________________________________32.19%
________Defenders____________________________________29.26%

Below are notes I made in November 2016. They are old very rough notes of complex financial holdings

# Vailaski, which is basically a legal wrapper representing PH, PM and AV(Mr. Andrei Vdovin ), then borrowed money from Asian Pacific Bank (APB) to cover the cost of their February 2015 subscription/underwriting (i.e. to pay for the shares).

## APB a privately-owned bank in the Eastern part of the Russian Federation with the Hambro family trust as a 23% shareholder.