Petropavlovsk PLC's second-largest shareholder, Sothic Capital, called a requisition by fellow shareholders CABS and Slevin to overhaul the gold miner's board of directors "contrary to good corporate governance."
In a June 11 letter, Sothic, which owns 10.9% of the company, said such a move could damage the "significant value potential" of Petropavlovsk, and the lack of transparency surrounding the requisition had led to concerns over a strategy to take over Petropavlovsk "by stealth means at a discount."
"Sothic considers there is a real risk that adoption of the proposal would squander Petropavlovsk's turnaround potential and create the possibility for the company to be sold at a discount to a minority of shareholders who may be working in concert," the company said in a statement.
Sothic takes issue with shareholders CABS Platform Ltd. and Slevin Ltd., which hold a 9.11% interest in the gold miner, and their requisition at the beginning of May to remove all existing directors and appoint former board members Pavel Maslovskiy, Roderic Lyne and Robert Jenkins in their stead.
Following the requisition, the gold miner launched an investigation and requested information from the two companies about their ownership structure with the aim of establishing the identity of the ultimate owners.
Both companies revealed some information, but Sothic said it was not enough.
Sothic also leveled criticism at Kazakh businessman Kenges Rakishev's 22% stake for supporting the board overhaul and not consulting the board before going public with the "ill-advised strategy."
