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Petropavlovsk Plc (POG)

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Thursday 26 February, 2015

Petropavlovsk Plc

Results of General Meeting

RNS Number : 9996F
Petropavlovsk PLC
26 February 2015
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO SO OFFER.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED IN CONNECTION WITH THE RIGHTS ISSUE AND NOT IN RELIANCE ON ANY INFORMATION IN THIS ANNOUNCEMENT. COPIES OF THAT PROSPECTUS ARE AVAILABLE FREE OF CHARGE TO ELIGIBLE PERSONS FROM THE COMPANY'S REGISTERED OFFICE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ADVERTISEMENT OF ANY SECURITIES IN THE RUSSIAN FEDERATION.

 

 

Results of General Meeting

 

26 February 2015

PETROPAVLOVSK PLC

A General Meeting of the Shareholders of Petropavlovsk PLC (the Company) was held on 26 February 2015 at 11.00 a.m. at 3 More London Riverside, London SE1 2AQ.

The special resolution (Resolution 1) relating to approvals in relation to proposed 157 for 10 Rights Issue of up to 3,102,923,272 New Ordinary Shares at 5 pence per New Ordinary Share, Bond Exchange Offer and Consent Solicitation and adoption of New Articles of Association and the ordinary resolution (Resolution 2) approving the Founders Arrangements being a related party transaction for the purposes of the Listing Rules (the Resolutions) and as set out in the notice of General Meeting dated 2 February 2015, were duly passed on a poll.

The table below shows the votes received for and against the Resolutions, representing a total of 43.8 per cent. in respect of Resolution 1 and 36.1 per cent in respect of Resolution 2 of the 197,638,425 Ordinary Shares in issue as at the date of the meeting.

 Resolutions

Votes for (including Chairman's discretion)

% of Votes Cast

Votes against

% of votes cast

Total votes cast

Votes withheld

Resolution 1

76,673,812

88.61

9,854,887

11.39

86,528,699

Resolution 2

61,427,853

86.16

9,863,804

13.84

71,291,657

 

The voting figures will be displayed shortly on the Company's website at www.petropavlovsk.net.

A copy of the resolutions passed at the General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

The Record Date for entitlement under the Rights Issue was the close of business on 24 February 2015. Provisional Allotment Letters are expected to be posted today to Qualifying Non-CREST Shareholders, other than (subject to certain exceptions) Qualifying Non-CREST Shareholders who are not permitted to receive such letters. CREST stock accounts of Qualified CREST Shareholders are expected to be credited with Nil Paid Rights in respect of New Ordinary Shares as soon as practicable after 8.00 a.m. on 27 February 2015.

It is expected that Admission of the 3,102,923,272 New Ordinary Shares (nil paid) will occur at or around 8.00 a.m. on 27 February 2015.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on 13 March 2015.

Unless otherwise defined herein, capitalised terms in this notice have the same meaning as set out in the Prospectus dated 2 February 2015.  The Prospectus published by the Company on 2 February 2015 is also available for inspection at www.petropavlovsk.net.

Enquiries:

Petropavlovsk PLC

Alya Samokhvalova, Group Head of External Communications

11 Grosvenor Place, London, SW1X 7HH

Telephone: +44 (0) 20 7201 8900

Email: [email protected]

 

Bank of America Merrill Lynch

Joint Project Co-Ordinator and Corporate Broker

Simon Davy, Managing Director,

2 King Edward Street, London, EC1A 1HQ

Telephone: +44 (0) 20 7995 3759

Email: [email protected]

 

Media Contact

Neil Bennett, Chief Executive Officer

Orion House, 5 Upper St Martin's Lane, London WC2H 9EA

Telephone: +44 (0) 20 7379 5151

Email:[email protected]

 

IMPORTANT NOTICE

This announcement is for information purposes only and does not constitute an invitation or offer to buy, sell, issue, underwrite, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any Nil Paid Rights, Fully Paid Rights and New Ordinary Shares (the "Securities"), nor shall there be any sale of any Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

 

In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire, exchange, transfer or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, exchange, transfer or subscribe for, any Securities in Australia, Canada, Japan, the Russian Federation (or to the benefit of a Russian person or any person in the Russian Federation or any other person, except as may be permitted by Russian law), the Republic of South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. No public offering of any Securities referred to herein is being made in Australia, Canada, Japan, the Russian Federation, the Republic of South Africa or any other jurisdiction where such a public offering would be unlawful.

 

This announcement is not an offer of any Securities for sale in the United States. The Securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the United States in the US Securities Act and the rules and regulations thereunder. There has not been and will not be a public offer of the Securities in the United States.

 

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an

authorised person specialising in advising on such investments.

 

The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of any Securities or possession or distribution of this announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

The content of any websites referred to in this announcement does not form part of this announcement.

 

 


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