Takeover Panel Statement: Petropavlovsk Plc Concert Party Ruling (1205I)
June 15 2017 - 2:00AM
UK Regulatory
TIDMPOG
RNS Number : 1205I
Takeover Panel
15 June 2017
2017/10
PETROPAVLOVSK PLC
In the middle of May, the Panel Executive (the "Executive") was
approached by Petropavlovsk plc ("Petropavlovsk") in relation to
the submission by Renova Asset Holding Limited ("Renova"), M&G
Debt Opportunities Fund II Limited ("M&G") and Sothic European
Master Fund Limited ("Sothic") of resolutions proposing changes to
the company's board of directors. The Executive was asked to
determine whether these shareholders, and the proposed new
directors, should be considered to be acting in concert under Note
2 on Rule 9.1 of the Takeover Code (the "Code") and, if this was
the case, whether any such persons had acquired any interests in
shares of Petropavlovsk following the date on which they were
presumed to have come into concert with the result that they had
thereby triggered an obligation for a mandatory offer to be made
under Rule 9.1 of the Code. The resolutions proposed by Renova,
M&G and Sothic are to be considered at Petropavlovsk's annual
general meeting on 22 June.
The Executive has concluded that three of the four proposed new
directors, namely Messrs Buck, Ashby and Soden, are, for the
purposes of Note 2 on Rule 9.1, independent of the shareholders
proposing their appointment. (The fourth director, Mr Egorov, is
not considered to be independent, owing to his employment by
Renova.) As a result, the Executive has concluded that the
resolutions proposed by Renova, M&G and Sothic are not "board
control-seeking" for the purposes of Note 2 on Rule 9.1 and,
accordingly, that these shareholders, and the proposed new
directors, should not therefore be considered to be acting in
concert and that there is therefore no requirement for a mandatory
offer to be made under the Code.
Each of the parties has accepted this ruling.
15 June 2017
This information is provided by RNS
The company news service from the London Stock Exchange
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