Monday 10 August 2020 3:47 pm

Activist investor Everest prevails in Petropavlovsk board battle

Investor Everest Alliance has prevailed in a bitter boardroom showdown with Petropavlovsk as shareholders elected not to reappoint former chief executive Pavel Mavlovskiy.

Shares plummeted on the back of the results, falling 8.7 per cent in the immediate aftermath of the meeting.

Read more: Petropavlovsk shareholders set for crunch vote after months of boardroom strife

Along with six other directors, Mavlovskiy was voted out at the firm’s previous general meeting in June, prompting a power struggle between rival groups of investors.

In response to the previous vote, Petropavlovsk elected five new board members pending approval today, but these have now been dismissed as one of Everest’s proposals squeaked through.

Among those dismissed today were Peter Hambro, the FTSE 250 gold miner’s founder, and Alya Samokhvalova, who was appointed temporary chief executive when Mavlovskiy was booted out.

As a result of the meeting, Petropavlovsk’s board now comprises of James Cameron Jr, Maksim Kharin, Charlotte Philipps and Katia Ray.

An Everest spokesman said: “We are very pleased with the result of today’s meeting, not just for Everest but on behalf of all independent shareholders. The company now has a bright future under a good board.”

Shareholders also voted to pass a special resolution requiring an independent forensic investigation of related party transactions in the last three years.

In total, 86 per cent of the firm’s share capital voted, up from the 73 per cent turnout at the previous meeting.

Of that, roughly 39 per cent is controlled by a group of four shareholders including Everest, fellow miner UGC, Fortiana Holdings and Slevin.

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Independent adviser ISS had told shareholders not to back the Everest Proposals, and to instead back fellow shareholder Prosperity Capital Management’s suggestion to reinstate the prior board.

Prosperity’s chief investment adviser Alexander Branis said the result was “deeply disappointing” but the firm remained “unbowed”.

“We had many positive discussions with our fellow minority shareholders in the run-up to the EGM all of whom affirmed our position that Petropavlovsk deserves a strong, independent board that will help ensure that the Ccmpany’s intrinsic value is not masked by poor governance”, he added.

“We do not intend to stand by as control of our Company is surreptitiously transferred to Everest and UGC, the latter of which claimed that it wanted a Board comprised of truly experienced, diverse, and independent directors which we now clearly do not have.” 

Today’s vote comes after months of strife at the miner, which has threatened to derail its progress amid a surge in gold prices.

In the aftermath of the initial general meeting in June, Prosperity referred Everest to the Takeover Panel, claiming it was acting in concert with other shareholders to take the miner private.

Konstantin Strukov, the Russian billionaire who owns UGC – which took at 22 per cent stake in Petropavlovsk in February – denied the claims in an interview with the FT on Thursday.

Read more: UGC owner denies trying to takeover Petropavlovsk ahead of crunch vote

Everest in turn accused Prosperity of the same thing, and also referred it to the Takeover Panel.

As a consequence of the in-fighting, Big Four accountant PwC refused to audit the company’s accounts, raising concerns about the firm’s corporate governance.

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