Petropavlovsk PLC is investigating the mystery shareholders behind a proposal to replace all members of the current board at the next annual general meeting, the company said June 5.
In May, the gold producer received a letter from CABS Platform Ltd. and Slevin Ltd., which hold a 9.11% interest in the company, calling to remove all existing directors and appoint former board members Pavel Maslovskiy, Roderic Lyne and Robert Jenkins in their stead at the next annual general meeting.
Sources familiar with the matter told the Financial Times that the company asked regulators to decide if the group of dissident shareholders is making a concerted effort to seize control of Petropavlovsk.
Petropavlovsk said that following a request, CABS and Slevin disclosed information regarding the identity of their controlling parties.
The legal registered shareholder of CABS is Patia Trading Ltd. and the sole legal owner of Patia is Olena Dorati. Petropavlovsk believes that Patia, which is registered in Cyprus, holds the shares in CABS on trust for ultimate unrelated beneficiaries.
The details of the beneficiaries were not disclosed to Petropavlovsk.
Slevin is owned by Redland Capital Holdings Inc., registered in Tortolla, BVI, which has the legal and beneficial ownership of the shares for Lacetti Foundation, registered in Liechtenstein.
The Petropavlovsk board said it is investigating the newly disclosed entities and Dorati.
"However, the board considers that this is just another level of cascading shell companies being used by the mystery owner and that there may be several further layers before the true identity of the respective controlling persons are disclosed."
It added that, thus far, it sees no sign of a decision-maker capable of making the claims in the requisition to replace all the company board members.
"The board calls again upon the mystery owners' nominee directors to exercise their fiduciary duty to treat all shareholders equally and to disclose what they know of the mystery owner and any arrangements that they may have with other shareholders," said the company.
The resolution on the board's ouster will be voted on at the annual shareholder meeting later in June.
