Possible affiliation of Stocken Board AG with Everest Alliance Limited
In March 2020, Petropavlovsk PLC (“Petropavlovsk”), in which JSC Uzhuralzoloto Group of Companies (“UGC”) holds a 29.19% voting interest, entered into an agreement (the “Agreement”) with Stocken Board AG (“Stocken”), a Liechtenstein-incorporated investment company, which set out the terms on which Petropavlovsk would sell to Stocken a c.29.9% shareholding in IRC Limited for U.S.$ 10 million, subject to certain conditions precedent being met (the “Proposed Transaction”). In May 2021, Petropavlovsk announced that the principal condition to completion of the Proposed Transaction was satisfied and the Agreement had become binding.
In its press release of 24 August 2021 (the “UGC Announcement”), UGC announced its position that it does not consider that completion of the Proposed Transaction is consistent with Petropavlovsk’s business interests and that Petropavlovsk should seek the approval of the Proposed Transaction by the holders of the Petropavlovsk's U.S.$500,000,000 8.125% Guaranteed Notes due 2022 (the “Bond Holders”).
UGC announces that it has become aware of information that may indicate that Stocken is connected with Everest Alliance Limited, a shareholder of Petropavlovsk. Petropavlovsk’s directors have been provided all documentation underlying these new findings.
UGC therefore calls upon the directors of Petropavlovsk to investigate these findings further and take any appropriate action required by law or regulation, including, if required, convening of a meeting of Petropavlovsk’s shareholders to consider whether the Proposed Transaction is consistent with Petropavlovsk’s interests and should be completed. UGC also continues to believe that, due to the reasons described in the UGC Announcement and in light of the findings referred hereto, the Proposed Transaction requires approval of the Bond Holders.