Peter Hambro has lost his bid to stop a major Russian investor from filleting the board of Petropavlovsk, the gold mining company he co-founded more than 20 years ago.
Shareholders at the London-listed miner’s AGM voted 70% in favor of a resolution by Renova to oppose the reappointment of Hambro. They also voted down the reappointment of the company’s three independent non-executive directors.
Renova’s attempt to appoint two new directors to the board also succeeded, as did an effort by fellow investors M&G – part of Prudential – and Sothic to have two of their nominees appointed.
The result means that Hambro is no longer a director of Petropavlovsk, and his choice to replace him as chairman, Andrew Vickerman, has also been ousted.
The former chairman, who received an ovation at the AGM, said he had won the backing of the majority of small investors, but it was not enough to turn the tide.
“Money counts in this game and I can only do my best to tell the world what is going on,” he said.
Hambro said it was “pathetic” that none of the new directors put forward by the rebel investors attended the meeting, and slammed the Takeover Panel’s narrow powers to block what amounted to a stealth takeover.
“The Takeover Panel is there to look after smaller shareholders but its remit is just not effective,” he said.
Critics had accused M&G and Sothic of working with Renova in a “pincer” movement to take effective control of Petropavlovsk, but the Takeover Panel could find no evidence of the parties working in concert and ruled they did not need to launch a formal takeover bid.
Renova, the industrial conglomerate led by billionaire Viktor Vekselberg, is Petropavlovsk’s largest shareholder, with a 14% stake. It launched its attack in May, claiming that the company’s board lacked “the requisite focus on corporate governance”.
Petropavlovsk had questioned the independence of one of its candidates for the board, Vladislav Yegorov, pointing out that he was an employee of the company. The Takeover Panel agreed earlier this month that Yegorov could not be considered independent. Renova’s other nominee was lawyer Bruce Buck, the chairman of Chelsea Football Club.
M&G and Sothic, meanwhile, blamed poor corporate governance for Petropavlovk’s “multiple strategic mistakes” over the last few years. Its two new candidates for the board were Ian Ashby – currently on Anglo American’s board – and Garrett Soden. This was despite the two funds previously approving Petropavlovsk’s nominees.
Ashby has now been named non-executive chairman.
The vote came after shareholder advisory group ISS recommended that investors vote against Hambro, having performed a U-turn on its previous advice to oppose Renova’s efforts.
Petropavlovsk operates four gold mines in the far east of Russia. It borrowed heavily to fund expansion just as the gold price tumbled earlier this decade and found itself saddled with debt, sending its share price tumbling. In April it returned to annual profit for the first time since 2011.
Reports in the Russian press have suggested that Renova intends to merge all or part of Petropavlovsk with Highland Gold, a gold miner part-owned by Roman Abramovich.
“I hope with all my heart that our new board does not manage to upset the excellent progress we have made,” Hambro added.
Hambro, a scion of the City banking family, founded Petropavlovsk with Pavel Maslovskiy in 1994, and still has a 4.5% stake. Maslovskiy, the company’s chief executive, was reappointed to the board. (Prime/Ukrainian metal)
