Peter Hambro Mining PLC
30 July 2002
Peter Hambro Mining PLC
Increases stake in Pokrovskiy Mine to 75%
Obtains Anti-Monopoly approval for further increase
Increase in ownership to 75%
Peter Hambro Mining PLC ("PHM"), today announces that, pursuant to the
conditional agreement announced at the time of the recent Admission to AIM, the
consent of the Ministry for Anti-Monopoly Policy of the Russian Federation has
been obtained to increase PHM group's shareholding in JSC Pokrovskiy Mine ("JSCP
") from 55.11% to 75% .
As foreseen in the Admission document, the Board of PHM has considered the
Ministry's consent, together with the other documentation required to complete
the acquisition of 17,839,999,999 Ordinary Shares in JSCP in exchange for
9,246,318 new Ordinary Shares in PHM and considers that the conditions have been
Accordingly, the Board has resolved to implement the Agreement and has allotted
9,246,318 new Ordinary Shares in PHM to the participating JSCP shareholders on a
pro-rata basis. These shares are subject to the lock-in arrangements set out in
the Admission document which expire on 29th April 2003
Application for admission of 9,246,318 new Ordinary Shares in PHM to trading on
AIM has been made and dealings in the new shares are expected to commence on 5th
Following the increase in the issued share capital, PHM will have 36,840,002
Ordinary Shares of 1p nominal value each in issue.
Additional Approval and increase to 97.69% of JSCP
PHM also announces that the Ministry for Anti-Monopoly Policy's consent allows
PHM group's shareholding in JSCP to increase to 100% should it be required.
PHM has been in discussion with other shareholders in JSCP and has informally
agreed to exchange their shareholding in JSCP for PHM shares on the same terms
and conditions as those in the earlier agreement.
The Board has considered this in the light of the actual performance and
considerable up-side potential of JSCP; in particular, the successful
commissioning of the new resin-in-pulp plant and the interesting exploration
drilling results coming from Pokrovskiy and Pioneer.
Accordingly it has resolved that implementation of such an exchange would be in
the best interests of PHM.
Having considered all the circumstances and information available to it the
Board has further resolved that some of the private Russian shareholders might,
for purposes of the Take-over Code, be deemed to be "acting in concert" with
Pavel Maslovsky. It has therefore resolved to seek the Take-over Panel's ruling
on a waiver of Rule 9 of the Code and to obtain shareholder approval at an
Extraordinary General Meeting for the further share exchange. A circular will
be sent to shareholders in due course.
If the Panel and shareholder consents are obtained, PHM group shareholding in
JSCP will increase to 97.69%.
The Board further resolved that it is in the best commercial long-term interests
of PHM and its shareholders to retain state participation in JSCP at its current
level and not to seek participation in a tender to privatise the state stake at
Commenting on the announcement, Peter Hambro, Chairman, Peter Hambro Mining,
"I am pleased that we are now in a position to implement the Agreement as was
set out in the Admission document and three months ahead of the deadline. PHM
is now an English company with Russian assets and majority Russian ownership
whose interests are fully aligned with those of the company: a fact that
differentiates it from other companies in the sector.
I believe that the admission to trading of the new shares and consequent
increase the market capitalisation of the company will bring it onto a greater
number of institutional investors' radar screens. This will be even more
important when the second stage of exchanges is complete.
Peter Hambro Mining has long been an advocate on the considerable opportunities
for gold mining in Russia. We have always believed that with JSCP we have a
world class asset and this belief is further underpinned by the successful
commissioning of the new plant. "I am delighted therefore that we have been
able to increase our holding in JSCP to 75%, with the opportunity to raise this
further over the coming months."
Peter Hambro +44 20 7393 0102
Peter Hambro Mining
Pavel Maslovsky +7 095 232 2996
JSC Pokrovskiy Mine
David Simonson/Nicola Davidson +44 20 7606 1244
This information is provided by RNS
The company news service from the London Stock Exchange