RCS - Petropavlovsk PLC - Administration Orders/Convening of Scheme Meetings

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21/12/2022 15:15

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RNS Number : 5142K  Petropavlovsk PLC  21 December 2022

21 December 2022

 

Petropavlovsk PLC

Petropavlovsk 2010 Limited

Petropavlovsk 2016 Limited

 

Administration orders and convening of scheme meetings

Petropavlovsk PLC, Petropavlovsk 2010 Limited and Petropavlovsk 2016 Limited (together the "Scheme Companies") announce that, on 20 December 2022, the High Court of Justice in London made the following orders in respect of the Scheme Companies:

·  An order for the appointment of Mr Allister Manson and Mr Gareth Wilcox,
both of Opus Restructuring LLP, as joint administrators of each of
Petropavlovsk 2010 Limited and Petropavlovsk 2016 Limited

·    An order that each of the Scheme Companies be at liberty to convene a
meeting of its certain of its creditors to be held on 11 January 2023 at the
following times for the purposes of considering and voting on a scheme of
arrangement (each a "Scheme") in relation to each such company, as
substantially envisaged in the Practice Statement Letter issued by the Scheme
Companies on 9 December 2022:

o  Petropavlovsk 2016 Limited at 10:30 GMT

o  Petropavlovsk 2010 Limited at 11:00 GMT

o  Petropavlovsk PLC at 11:30 GMT

·  Orders relating to various matters relevant to each Scheme, including as
to distribution of the Schemedocuments, how to attend and vote at Scheme
meetings and the applicable deadlines to do so, the conduct of each Scheme
meeting and publication of the results of voting.

Copies of the notices convening the Scheme meetings are attached as
appendices. These, together with an explanatory statement and copies of the
documents incorporating each Scheme, are available at:
https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc
(https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc) and on the
website of Petropavlovsk PLC. To be entitled to attend and vote at the Scheme
meetings, creditors must be Scheme Creditors (as defined in the Scheme
documents) at 17:00 GMT on 20 December 2022 and the voting instructions of any
Scheme Creditor intending to attend by proxy must be submitted in accordance
with the Scheme documents by not later than 17:00 GMT on 9 January 2023. The
results of the meetings will be published by 16:00 GMT on 13 January 2023.

Scheme Creditors are encouraged to access the portal at
https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc
(https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc) for further
information in relation to the Schemes.

 

Enquiries

 

 Opus Business Advisory Group  +44 (0) 7967 658 296

 Nick Hood                     nick.hood@opusllp.com (mailto:nick.hood@opusllp.com)

 Allister Manson               petropavlovsk@opusllp.com (mailto:petropavlovsk@opusllp.com)

 Gareth Wilcox                 petrojersey@opusllp.com (mailto:petrojersey@opusllp.com)

 Petropavlovsk PLC             +44 (0) 20 7201 8900

 Max Zaltsman                  TeamIR@petropavlovskplc.com (mailto:TeamIR@petropavlovskplc.com)
 Information Agent             +44 (0) 20 3633 1212

 i2 Capital Markets Limited    petropavlovsk@i2capmark.com (mailto:petropavlovsk@i2capmark.com)

APPENDICES

 

NOTICE OF SCHEME MEETING TO THE HOLDERS OF

$500,000,000 8.125 per cent. Guaranteed Notes due 2022

(ISIN XS1711554102)

 

of

 

PETROPAVLOVSK 2016 LIMITED

(incorporated in Jersey with limited liability)

 
IN THE HIGH COURT OF JUSTICE

Claim No. CR-2022-004685

 

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

 

INSOLVENCY AND COMPANIES LIST (Ch D)

 

IN THE MATTER OF PETROPAVLOVSK 2016 LIMITED

 

- and -

 

IN THE MATTER OF THE COMPANIES ACT 2006

 

Reference is made to the explanatory statement delivered by Petropavlovsk 2016
Limited (the "Company") on 21 December 2022 (the "Explanatory Statement").
Capitalised terms used and not defined herein shall have the meanings set out
of the Explanatory Statement.

 

NOTICE IS HEREBY GIVEN that by an Order dated 20 December 2022 made in the
above matter the Court has directed that a meeting (the "Scheme Meeting") be
convened of the 2022 Noteholders in relation to Petropavlovsk 2016 Limited for
the purposes of considering and, if thought fit, approving (with or without
modification) a scheme of arrangement proposed to be made between the Company
and the Scheme Creditors (the "Scheme of Arrangement").

 

The Scheme Meeting to consider the Scheme will be held at the offices of
Joseph Hage Aaronson LLP, 280 High Holborn, London WC1V 7EE on 11 January 2023
at 10.30 a.m. Scheme Creditors who wish to attend the Scheme Meeting remotely
are advised to contact i2 Capital Markets Ltd (the "Information Agent") in
advance of that time.

 

A copy of the Scheme of Arrangement and a copy of the Explanatory Statement,
which is required to be furnished pursuant to section 897 of the Act, are
available on the Scheme Website:
https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc
(https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc) maintained
by the Information Agent.

 

2022 Noteholders are requested to attend the Scheme Meeting by proxy at the
time and place indicated above.

 

It is requested that instructions from Scheme Creditors to appoint the
Information Agent as proxy are submitted by creditors as soon as possible and
in any event so as to be received by the Information Agent no later than 5.00
p.m. (London time) on 9 January 2023.

 

If instructions are not so submitted, creditors will not be able to vote at
the Scheme Meeting. As Scheme Creditors may be unable to submit Voting
Instructions through the Clearing Systems, they should contact the Information
Agent as soon as possible to deliver Voting Instructions and Proof of Holding
via the Scheme Website.

 

Any 2022 Noteholder that wishes to attend the Scheme Meeting in person should
read the relevant provisions in Part VI (Instructions and Guidance for Scheme
Creditors)of the Explanatory Statement setting out the process for so
attending.

 

By the said Order, the Court has appointed Allister Manson, one of the
Administrators of the Company or, failing him, Trevor Binyon of Opus
Restructuring LLP to act as Chairman and has directed the Chairman to report
the result of such meeting to the Court.

 

The Scheme of Arrangement will be subject to the subsequent approval of the
Court.

 

Joseph Hage Aaronson LLP,

280 High Holborn,

London WC1V 7EE

 

Solicitors for the Administrators

 

 

NOTICE OF SCHEME MEETING TO THE HOLDERS OF

$125,000,000 8.25 per cent. Convertible Bonds due 2024

(ISIN XS1843433555)

 

of

 

PETROPAVLOVSK 2010 LIMITED

(incorporated in Jersey with limited liability)

 

IN THE HIGH COURT OF JUSTICE

Claim No. CR-2022-004684

 

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

 

INSOLVENCY AND COMPANIES LIST (Ch D)

 

IN THE MATTER OF PETROPAVLOVSK 2010 LIMITED

 

- and -

 

IN THE MATTER OF THE COMPANIES ACT 2006

 

Reference is made to the explanatory statement delivered by Petropavlovsk 2010
Limited (the "Company") on 21 December 2022 (the "Explanatory Statement").
Capitalised terms used and not defined herein shall have the meanings set out
of the Explanatory Statement.

 

NOTICE IS HEREBY GIVEN that by an Order dated 20 December 2022 made in the
above matter the Court has directed that a meeting (the "Scheme Meeting") be
convened of the 2024 Bondholders in relation to Petropavlovsk 2016 Limited for
the purposes of considering and, if thought fit, approving (with or without
modification) a scheme of arrangement proposed to be made between the Company
and the Scheme Creditors (the "Scheme of Arrangement").

 

The Scheme Meeting to consider the Scheme will be held at the offices of
Joseph Hage Aaronson LLP, 280 High Holborn, London WC1V 7EE on 11 January 2023
at 11.00 a.m. Scheme Creditors who wish to attend the Scheme Meeting remotely
are advised to contact i2 Capital Markets Ltd (the "Information Agent") in
advance of that time.

 

A copy of the Scheme of Arrangement and a copy of the Explanatory Statement,
which is required to be furnished pursuant to section 897 of the Act, are
available on the Scheme Website:
https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc
(https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc) maintained
by the Information Agent;

 

2024 Bondholders are requested to attend the Scheme Meeting by proxy at the
time and place indicated above.

 

It is requested that instructions from Scheme Creditors to appoint the
Information Agent as proxy are submitted by creditors as soon as possible and
in any event so as to be received by the Information Agent no later than 5.00
p.m. (London time) on 9 January 2023.

 

If instructions are not so submitted, creditors will not be able to vote at
the Scheme Meeting. As Scheme Creditors may be unable to submit Voting
Instructions through the Clearing Systems, they should contact the Information
Agent as soon as possible to deliver Voting Instructions and Proof of Holding
via the Scheme Website.

 

Any 2024 Bondholder that wishes to attend the Scheme Meeting in person should
read the relevant provisions in Part VI (Instructions and Guidance for Scheme
Creditors)of the Explanatory Statement setting out the process for so
attending.

 

By the said Order, the Court has appointed Allister Manson, one of the
Administrators of the Company or, failing him, Trevor Binyon of Opus
Restructuring LLP, also one of the Administrators of the Company to act as
Chairman and has directed the Chairman to report the result of such meeting to
the Court.

 

The Scheme of Arrangement will be subject to the subsequent approval of the
Court.

 

Joseph Hage Aaronson LLP,

280 High Holborn,

London WC1V 7EE

 

Solicitors for the Administrators

 

NOTICE OF SCHEME MEETING TO THE GENERAL CREDITORS

 

of

 

PETROPAVLOVSK PLC (INADMINISTRATION)

(incorporated in England & Wales with limited liability)

 

IN THE HIGH COURT OF JUSTICE

Claim No. CR-2022-004688

 

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

 

INSOLVENCY AND COMPANIES LIST (Ch D)

 

IN THE MATTER OF PETROPAVLOVSK PLC

 

- and -

 

IN THE MATTER OF THE COMPANIES ACT 2006

 

Reference is made to the explanatory statement delivered by Petropavlovsk PLC
(the "Company") on 21 December 2022 (the "Explanatory Statement"). Capitalised
terms used and not defined herein shall have the meanings set out of the
Explanatory Statement.

 

NOTICE IS HEREBY GIVEN that by an Order dated 20 December 2022 made in the
above matter the Court has directed that a meeting (the "Scheme Meeting") be
convened of the General Creditors in relation to Petropavlovsk 2016 Limited
for the purposes of considering and, if thought fit, approving (with or
without modification) a scheme of arrangement proposed to be made between the
Company and the Scheme Creditors (the "Scheme of Arrangement").

 

The Scheme Meeting to consider the Scheme will be held at the offices of
Joseph Hage Aaronson LLP, 280 High Holborn, London WC1V 7EE on 11 January 2023
at 11.30 a.m. Scheme Creditors who wish to attend the Scheme Meeting remotely
are advised to contact i2 Capital Markets Ltd (the "Information Agent") in
advance of that time.

 

A copy of the Scheme of Arrangement and a copy of the Explanatory Statement,
which is required to be furnished pursuant to section 897 of the Act, are
available on the Scheme Website:
https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc
(https://i2capmark.com/event-details/84/Holder/petropavlovsk-plc) maintained
by the Information Agent;

 

General Creditors are requested to attend the Scheme Meeting by proxy at the
time and place indicated above.

 

It is requested that instructions from Scheme Creditors to appoint the
Information Agent as proxy are submitted by as soon as possible and in any
event so as to be received by the Information Agent no later than 5.00 p.m.
(London time) on 9 January 2023. If instructions are not so submitted,
creditors will not be able to vote at the Scheme Meeting.

 

Any General Creditor that wishes to attend the Scheme Meeting in person should
read the relevant provisions in Part VI (Instructions and Guidance for Scheme
Creditors)of the Explanatory Statement setting out the process for so
attending.

 

By the said Order, the Court has appointed Allister Manson, one of the
Administrators of the Company or, failing him, Trevor Binyon, also one of the
Administrators of the Company to act as Chairman and has directed the Chairman
to report the result of such meeting to the Court.

 

The Scheme of Arrangement will be subject to the subsequent approval of the
Court.

 

Joseph Hage Aaronson LLP,

280 High Holborn,

London WC1V 7EE

 

Solicitors for the Administrators

 

 

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