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Background

Books could be written about POG, and probably deserve to be. It is a gold miner in Siberia, whose shares rose to above £5 in 2011, before collapsing under the weight of debt and being rescued by an emergency rights issue at 5p in 2015. From there, progress was slow, until around 2019, when things began to improve, reflecting the rise in the price of gold. During 2019 the share price rose from 6p to 12p. And in 2020 it has carried on that strength and now sits at 38p. Indeed, it appears to be one of the best, if not the best, performing share in the FTSE 250 over the last 18 months.

POG became burdened with debt because it had spent a couple of billion building a POX hub, which is a facility which enables it to process efficiently a type of gold-bearing ore that is commonly found in Russia. This facility, in Siberia, is now in use, and can process POG’s own ore and ores produced by third parties. This should be a lucrative money spinner. After all, unless you are willing to spend billions on a POX hub of your own, if you are a gold miner in that part of the world, the chances are you would have little choice but to use POG’s facility.

For many private investors the stars seemed to have aligned for POG. The shares were rerating, and the future seemed positive. Various Russian entities were buying strategic stakes, the price of gold was rising; everyone wanted a piece of POG!

 

Boardroom Coup

Shortly before the 2020 AGM scheduled for 30th June there was an unwelcome RNS. Under lockdown rules the AGM was to be a ‘hybrid’ meeting; a few directors were to attend the ‘closed’ physical meeting while other shareholders would be joining on-line. As a result votes had to be submitted by 26th June. It became clear before the AGM that three shareholders, holding 39% of the shares in POG, had voted to remove seven existing directors, including the CEO of the company. The existing board felt this was a coup and, immediately before the AGM, the members who had been voted off the board met and appointed four new directors of their own to redress the balance. It was an old fashioned boardroom tussle for power.

Matters were not helped by the fact that soon after the AGM was due to start Everest, the third largest investor in POG, received an email from the Company Secretary reporting that “…we are having technical difficulties. We are now holding the AGM but unfortunately shareholders cannot listen which is very disappointing”. At 11.51am, the Company posted another RNS, apologising that shareholders had not been able to listen to the AGM because of “unforeseen technical circumstances”. Everest felt that this was an excuse to deny shareholders access to the AGM.

Since then the Company has become embroiled in a battle between the existing board and a group led by the Uzhuralzoloto Group of Companies (UGC). UGC is a group of gold mining companies in the South Ural region of Russia (http://www.ugold.ru/en/company/our-history/) which appear to be largely owned by Konstantin Strukov. Perhaps they produce the refractory ore that can best be processed in POG’s hub…It is not clear. It looks as though they certainly want control of POG, though they don’t want to launch a bid to actually take it over.

To add further spice to the mix, Everest has now commenced legal action against seven former Directors of the Company. It is doing this because it believes that, around the time of the recent AGM the Directors failed to act in the best interests of the Company and acted for their personal benefit and against the wishes and votes of shareholders.

Following the various court applications PWC have announced that they don’t want to be the auditor of the company until they understand who the directors will be and what the plans for the company are. At present, therefore, the company does not have any auditor.

The story has been widely covered in the press, including articles such as this one for those of you with FT access: https://www.ft.com/content/a4de3fbb-cbbd-4659-8c1f-a3785bf8cfab

 

The Role of Individual Investors

As private investors, what can we do? There is a simple answer: make our voice heard. There is a requisitioned general meeting scheduled for 10 August which will hopefully resolve this. Whether you believe the “existing” board should stay on or be replaced, it is clear that a prolonged period of conflict and uncertainty is unlikely to be in shareholder’s interests.

ShareSoc has been approached by Georgeson, proxy voting agents who represent Prosperity, a Russia focussed asset manager, who are opposed to what they see as an attempted takeover of POG by concert parties. They have set up a website (https://www.stop-takeover-of-pog.com/) setting out their views.

Among those views is a belief that UGC acted in concert with Everest to try to circumvent the rules on takeovers, and they have asked the Takeover Panel to investigate. In the meantime, Everest themselves have filed papers with the Takeover Panel complaining about Prosperity.

UKSA has been approached by representatives of Everest, who, as you might expect, take a different perspective, and insist they believe that good corporate governance can take the Company forward.

Who to trust? We are not in a position to say and nor would we want to do so. However it is worth noting that the shares in POG are currently at a multi-year high, indicating that there is an asset here worth fighting over. And with 39% on the side of UGC and a sizeable chunk of institutions for the original board, it is quite possible that, for once, the casting vote will lie with retail investors.

Neither ShareSoc nor UKSA has any wish to take sides in this dispute. It is vital that all shareholders make sure their opinion is heard. Phone your broker and tell them how you want to vote. And make sure you look at a few websites, because some of the resolutions are more complex than they need to be. If, for example, you vote the one way on resolution 18, it could have the effect of cancelling your votes on certain earlier resolutions.

Importantly, although the meeting is on 10 August, platforms often require voting instructions to be placed some days before, so if you want to vote, don’t delay.

If your broker wants to charge you an additional fee for a core service such as allowing you to vote, express your displeasure and let us know. Shareholders own companies and have a say in how the company should be run: any attempt to reduce the ability of investors to vote their shares is unacceptable.

This is one of the few occasions where the balance of the vote may well be determined by the votes of retail investors, so if you have an opinion, make sure it counts.

 

The LSE’s Role

POG is a FTSE 250 company. You might wonder what the LSE is doing while this battle is going on to wrest control of a company that had appeared a great turnaround story. Are they stepping in to ensure the company has strong, independent corporate governance that is acting in the best interest of all shareholders? No sign of that.

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