June 8, 2017 / 12:49 PM / a year ago

REFILE-Petropavlovsk boss Peter Hambro battles 'stealth takeover'

(Clarifies reference to Lundin in paragraph 11)

* Chairman of Chelsea soccer club among nominated directors

* Hambro says proposals against interests of most investors

* Company returned to profit in 2016

By Barbara Lewis

LONDON, June 8 (Reuters) - Peter Hambro, who has headed Russian-focused gold miner Petropavlovsk for decades, is seeking to fend off a shareholder revolt led by Russian billionaire Viktor Vekselberg, whom Hambro accuses of pursuing “a takeover by stealth”.

After nearly a quarter of a century at the helm of a company he founded in 1994, Hambro says he has begun addressing the succession issue and would consider selling at the right price.

His objection is to what he terms a “takeover by stealth” of the London-listed company and a proposed change of the board, which would replace four of six board members - just when Petropavlovsk has returned to profit.

One of the nominees is Bruce Buck, chairman of Chelsea Football Club, which had no immediate comment.

“It is my belief that replacing the non-executive directors and myself on the board with their own nominees, is not in the interests of shareholders as a whole,” Hambro said of the plans of Vekselberg and other stakeholders.

Hambro said he expected a ruling from London’s takeover watchdog, which said it never comments on specific cases.

Its rules on whether a formal takeover offer is necessary provide for examining whether shareholders are acting in concert, whether they have “a significant relationship” with nominees and when they crossed a threshold of 30 percent or more voting rights.

Hambro is calling on an annual general meeting (AGM) in London on June 22 to vote against resolutions put forward by shareholders with a more than 30 percent stake in total.

They are Vekselberg’s conglomerate Renova, Sothic Capital Management and M&G. All declined to comment.

In separate resolutions, they call for new appointments to replace Hambro and non-executive directors Robert Jenkins, Alexander Green and Andrew Vickerman.

In their place, in addition to Buck, they are nominating Vladislav Egorov, who works for the Renova group, Garrett Soden, who has worked for the Lundin group of companies for a decade, and Ian Ashby as chairman.

Ashby headed BHP’s iron ore division from 2006 to 2012 and was named in May as a non-executive director at Anglo American, which declined to comment.

Petropavlovsk in May announced Vickerman would become interim non-executive chairman after the June AGM.

It has appointed recruitment specialists to find a permanent replacement for Hambro, who has agreed to stand down as chairman and become an executive director.

Petropavlovsk returned to profitability in 2016 after restructuring to tackle its debts. Its share price has recovered to above eight pence from a low around 5 pence in early 2016.

Following higher gold prices and lower costs, 2016 net profit stood at $31.7 million, compared with a 2015 net loss of $297.5 million. (Additional reporting by Polina Devitt in Moscow and Carolyn Cohn, Maiya Keidan and Dasha Afanasieva in London; Editing by Mark Potter)

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