"You know the anecdote about the wolves? - Asks the founder of the "Petropavlovsk" Paul Maslowski. - They caught the hare, but he tells them: "You are not me naedites better run over there, where the sheep graze." But the wolves still ate it, and then you have found and sheep. And when the sheep had eaten, they thought that the hare is awkward happened, decided to bury him with full honors, and erected a monument "Hare from partners." Maslowski lights, make a small pause, and then adds, that such partners also meet in the business.
Last year was for his company, perhaps the most dramatic in the 20 years of existence. A rapid decline in capitalization, the threat of default and equity conflict put "Petropavlovsk" on the brink of survival. The company was saved, but some partners Maslovskoye, in his opinion, behaved little better than wolves from a joke.
From the hut before the IPO
For a long time Maslovsky partners lucky. His first big money by Soviet standards, 30-year-old associate professor of MATI earned together with colleagues at the university, engaged in technology consulting business entitiestions that have implemented achievements of the defense industry. In the early 1990s, Maslowski on the advice of a former classmate decided to go into gold mining. First, the company organized a "Tokur-gold" (see. Forbes №6, 2006), to raise money and private individuals who owned the old gold-mining factory on Seleindzinski mine, and then acquired the license to develop large Pokrovsky deposit in the Amur region. Pokrovskoye promised literally golden mountains, but its development required tens of millions of dollars, and they have not been Maslovskoye. Russian banks and major Western companies were skeptical about the projects of the former assistant professor gold fell in price, giving money to the unknown owner of a small business in the Far East, no one wanted.
Helped familiarity with the British Peter Hambro. He believed in the idea Maslovskoye, in exchange for a $ 5 million raised for a stake in the business. But the funds initially lacked the full investment appeared only by 2001. Therefore, the first gold at the Pokrovsky mine partner receives the cheapest way - by heap leaching. Extracted ore fell asleepin a specially-equipped pit reagent was added, and then from the solution by electrolysis of gold recovered.
Maslowski Hambro and settled in a two-room hut next to mine.
office is located in one room, and in the second they lived. Hambro told of Forbes, which remembers autumn evening in 1999, when the partners saw first mined gold: they were, "nervously drank vodka" and were going to bed, as the door swung open and the room made of gold bullion. The dream was, and drinking "the nerves" gradually turned into a holiday. According Maslovskoye next morning everyone was happy, but my head ached.
What to do next? "We could work in polustaratelski received the money, we would be enough for life, and can move forward and become a serious company," - explains Maslowski. It would be desirable to develop and build a full-fledged production. And the partners have decided to aim a blow at the most. In 2002, the borrowed funds from the Savings Bank and the Bank "Zenit" and the current profit Maslowski and Hambro built on Pokrovsky mine gold processing plant and then placed the shares of Peter Hambro Mining(Until 2009 called the "Petropavlovsk") on the London Stock Exchange. After the IPO, the share in the share capital of the company were distributed as follows: Maslowski, who led the company to the CEO of the status, owned 48.7% of shares, and Hambro, who became chairman of the board of directors, was 16.8%.
According Maslovskoye, a British partner share has always been smaller, but it had no effect on their relationship. "We have so agreed and initially shared our functions - Maslowski said. - Operational management and everything that happened in Russia, lay on me. A relationship with the market, the stock exchange and all that fell under the jurisdiction of the English, fall on the shoulders of Peter. " Capitalization of Peter Hambro Mining immediately after placing the spring of 2002 was modest - about $ 50 million, but by the summer but $ 2.4 billion of 2006 grew, and in the fall of 2010 exceeded the level of $ 3 billion In 2010, the company reported EBITDA of $ 195 million. and income of $ 23 million, a year EBITDA «Petropavlovsk" rose to $ 597 million, and profit -. to $ 240.5 million the end of 2010, the partners have blurred its share to 6% at the Hambro and 9% in Maslovskoye, increasing the number of shares in free float .
Paper companies, mining gold in RhoSMAI, interested in large funds and investment banks: BlackRock, Vanguard, JP Morgan, Baring Asset Management, etc. This is understandable. 1999 by 2011 gold has risen in price from $ 250 an ounce to more than seven times. Investment analysts called the prospects of "Petropavlovsk" "amazing." "We had a lot of happy days, - says Hambro. - Our shares were sold for ₤ 10 and then at ₤ 17. " Production of "Petropavlovsk" increased at times. In 2003, the company produced 70,000 ounces of gold in 2006 - is 630 000. "Petropavlovsk" became the second after the mining company Polyus Gold Russia - 261 000, and by the end of 2011.
Money, power and slingshot
Together with production and financial indicators grew the appetites of partners and their status. From 2002 to 2011, Maslowski and Hambro built three mines in the Amur region (Pioneer, Albynsky and Malomyrsky), created a subsidiary "Arik" (later renamed the "Petropavlovsk - Ferrous Metals") for the development of several deposits of titanium and iron ore, attracted about $ 2.5 billion of borrowed funds on the development of assets and the construction of the innovatsionnogo complex for the extraction of gold from refractory ores that can not be treated by conventional methods. There have partners and non-metallurgical assets: they have become co-owners of Expobank, and after its sale to British Barclays in 2008, along with two other former shareholders of the bank Andrey Vdovin and Cyril Jakubowski put the money in VMHY Holdings Limited fund, which manages 43% of the network supermarket "Alphabet of taste", the Asia-Pacific Bank, M2M private bank and several small development projects in Moscow.
In 2006, Maslowski with a fortune of $ 490 million for the first time made the list of the richest Russians according to Forbes. By 2011 his condition had increased to $ 550 million.
Gold continued to rise in price, reaching the autumn of 2011 historic high of $ 1921 per ounce. By the end of the year Maslowski decided to leave the business to power. Handing the operational management of the company his deputy Sergey Ermolenko, he became a member of the Federation Council of the Amur region.
According Maslovskoye, become a senator offered him Amur Region Governor Oleg Kozhemyako. The founder of the "Petropavlovsk"; He said that with the transition to the SF transferred its assets partly in trust management, and partly to children. "The company at the time it was established, and I thought I could benefit the entire mining industry", - explains Maslowski.
In fact, it turned out that the main benefit for the industry not to change something in the law for the better, and to dissuade lawmakers from questionable initiatives. "I did not go with the idea," We will now take a new Mining Code ", but tried together with other members of the Federation Council and specialists from the Ministry of Natural Resources minor amendments to correct the situation, put the slingshot strange and sometimes very foolish proposals, which are many," - says Maslowski. His colleague on the committee agro-food policy and nature, a senator from the Trans-Baikal Territory Stepan Zhiryakov says Maslowski played an important role in the discussion of many of the documents, in particular the law on waste. Adopting it in its original form, it is estimated "Petropavlovsk" founder, could cost mining companies tens of metersLlion dollars a year. "We get the gold mining about 80 million cubic meters. m of rock mass, which, if desired, can be called waste and assign it a category, the fee for which destroy immediately all enterprises. But they wanted to take the money? Over the hill, which in the forest is full? We are not harmful garbage heap in the center of cities left! "- Outraged Maslowski. Zhiryakov (CEO "Zabaykalzolota" in 1990-x) divides opinion colleagues:
"In these regulations detail lies the devil."
Yet since 2012 the gold mining industry became more and more difficult. By the summer of 2013 the price of gold fell to $ 1,200 an ounce, while the cost of production at many companies rose to $ 900-1000. Market, two years ago sulivshy attractive prospects and super profits, has become unattractive for investors, who feared that the fall in the price of gold may become protracted. At the end of 2012 "Petropavlovsk" reported a loss of $ 243.9 mn, EBITDA decreased by 16% to $ 499 million, and the ratio of net debt / EBITDA ratio increased from 1.3 to 2.1.
The following year was even more difficult for the company. losses amountedor already $ 713 mn, EBITDA decreased to $ 324.6 million, and the debt burden increased to 2.9. "For resource companies operating in Russia, this figure is considered to be unsafe, - said analyst Andrew Tretelnikov RMG. - If EBITDA thus significantly reduced, it is cause for concern. " But in an interview with "Kommersant" in 2013. The founder of the "Petropavlovsk" said that the rate of debt load below 3 is not critical for the company. Maslowski was hoping that gold prices will start to grow again, and explained: "You just have to have patience and do not die waiting for a turn." Reversal is not followed in the autumn 2014 the price dropped to $ 1141 per ounce. Large funds prefer to sell shares "Petropavlovsk". In their place came the so-called retail - individuals, not particularly versed in economic cycles and ready to buy the securities on the cheap.
By the middle of 2014 it became clear that the financial performance of "Petropavlovsk" deteriorate and the company will not have money to buy convertible bonds in February 2015. Defaulting on bonds threatened to cross-default on a bank loanm. Bonds in the amount of $ 380 million "Petropavlovsk" released back in 2010 at 4% per annum and with the possibility to exchange their shares for ₤ 12.9 (average price for the time of issue plus a premium of 32%). The company originally planned early redemption if the shares rise in price. But the market has played a Maslovsky and Hambro cruel joke. The value of shares dived sharply: by October 2014, they dropped to 20 pence, and brought down the capitalization. Then Maslowski has decided to step down as senator credentials and return to the chair of the General Director of the company. He admits that in the past kept abreast of "Petropavlovsk", but did not participate in management. "I was an honorary president and was able to discuss strategy, but then had to help it operational decisions and not to violate at least the ethics of the Federation Council, has decided to return", - says Maslowski.
Paul Maslowski left the Federation Council, to save from bankruptcy the company he created "Petropavlovsk" - the second largest gold producer in Russia. As Maslowski helped his offspring
"What do bear in my stomach & raquo;
A few months before leaving Maslovskoye of the Federation Council of the Moscow office of "Petropavlovsk", located on the embankment of the Yauza, its founder and then-president was the guest of honor - Artem Volynets, former general director of En +, owned by Oleg Deripaska. Volynets more than a year did not work in the main shareholder of "Rusal" and, according to Maslovskoye, I came to the meeting as an independent consultant. "We treated him kindly enough, - says Maslowski. - The man was known to have worked on Deripaska and initially wanted to help us for a cash reward. "
The main topic of conversation between Volynets and Maslovsky was to find an investor who would invest in the "Petropavlovsk" money and thus help to pay off bondholders. Volynets, according Maslovskoye, called several companies and names. Some seemed founder of "Petropavlovsk" interesting, but what exactly, he did not elaborate. "I said let's work and find the money" - says Maslowski.
But those plans went awry, and Volynets Thcut a few months it has become, according to the company, from the assistant to the enemy.
Again becoming CEO «Petropavlovsk» the fall of 2014, Maslowski personally convinced that will not be possible to find an investor. "The situation in the industry has developed heavy and unattractive, all other mining companies, too, in fact there were no chocolate," - he explains. Maslowski began negotiations with the holders of bonds. "It was like something of a game," What have bears in the stomach, "- he jokes. - Among bondoderzhateley were quite different funds - and intractable, and ready for a dialogue, and we had to explain everything, as we currently see the future of the company and on what conditions are ready to go. " According Maslovskoye, part bondoderzhateley parallel trying to capitalize on the unstable situation of "Petropavlovsk" and the beginning of "shorts" - bearish than more landslides capitalization. According to disclosures on the London Stock Exchange, the holders of the bonds have been in the company, including Lamesa Group Holding SA and Polo Company SA Group Viktor Vekselberg 4 "Renova". The representative of "Renova" Forbes did not respond to questions, Oilvsky confirmed this information, but stressed that close to Vekselberg is not familiar. Calling other bondoderzhateley in the "Petropavlovsk" refused, citing the confidentiality of such information.
"Many of them have sinned short positions, but this market. As they say, nothing personal "- shrugs Maslowski. At the same time he was negotiating with VTB and Sberbank, which the company had approximately $ 600 million ($ 400 million Sberbank and VTB $ 200 million). In order to find a compromise, it was necessary to hold dozens of meetings. As a result, "Petropavlovsk" agreed that it would pay bondoderzhatelyam $ 100 million of new bonds maturing in 2020, and the remaining to maturity amount will issue shares at a fixed price of 5 pence in the additional issue of $ 235 million, followed by the right to repurchase these securities existing shareholders. Banks support the restructuring plan and, in addition, agreed to change the covenants to pay the debt for the years 2015-2016, says Maslowski. Interlocutor of Forbes, close to one of the creditors, this information is confirmed. In exchange, banks have stakes in the "daughter" of the company, its managers waspsovnymi assets.
It would seem, "Petropavlovsk" managed to get out of a difficult situation, could only win the support of the shareholders at the meeting. But here came into play Artem Volynets. In late 2014, he became CEO Sapinda foreign fund in the CIS countries. Sapinda represented the interests of German investor Lars Vindhorsta, but "Peter and Paul" spoke on behalf of the Fund Wolyniec.
Bought on the stock exchange 10% of shares of "Petropavlovsk" Volynets, according Maslovskoye, again came to the office on the Yauza and strongly recommend to revise already agreed plan of debt restructuring. "The company was going to release a lot of new shares, the share of very strong erosion of existing shareholders, including our own. They wanted to take advantage of the fact that most of the shareholders at the time were all sorts of grandparents, individuals - said Wolyniec. - At the same time bondoderzhateli received as part of restructuring is too much. " Sapinda offered to repay the bonds at a discount. Holders of bonds it would agree, they simply had no other options, says a representative Sapinda. "And most importantly,ie in our offer - we were ready to make the company cash, up to $ 100 million, which would reduce net debt to a more acceptable level, and to continue the development "- he says.
Maslowski's offer Sapinda refused. According to him, the conditions offered by the fund, "do not fly". "They call themselves the saviors. Yes, what they are, the hell saviors! They wanted to derail the deal and to bring us to the default. I know exactly what captures the company ", - he says indignantly. Document confirming that the fund has $ 100 million in the bank, no one showed it was like a bluff, says Maslowski.
Thereafter Sapinda came into public conflict against the management and the founders of the "Petropavlovsk". Fund representatives met with the company's shareholders, and bondoderzhatelyami banks and tried to win them over to his side. Banks offer Volynets listened, but refrained from participating in the negotiations, to agree to bondoderzhatelyam Sapinda conditions were unfavorable. There remained the shareholders: the meeting in late February, they had to either approve a restructuring planand proposed by management, or to vote for option Sapinda.
"The hope was that the individuals who in that moment together owned more than 50% of the shares, is not understood, these pink locks accept" - suggests Maslowski.
Volynets version of the attempt to capture the rejects, calling it "not based on nothing." "We had about 10% of the shares, and the gain control is possible only with a package of 30%, but it would need to make a mandatory offer to buy shares of other shareholders", - said the representative Sapinda. But the company's founders could hardly have been interested in such a deal, said Wolyniec. According to him, Sapinda did not need control of the company: "For us, the purchase of shares of" Petropavlovsk "was an investment. We wanted to invest in the company to continue to capitalize on its development. "
The vote on the restructuring plan at the shareholders meeting ended with the victory of management. Maslowski says that he and Hambro managed to convince shareholders that the proposal for Sapinda «nothing is real." Partners explained that the vote for the proposal Sapindait is impossible for two reasons. "Firstly, we would not have time to technically, we were in default. Secondly, once again, we have not had confirmation that Sapinda in principle have the money "- he says.
Immediately after the meeting Sapinda sold their shares on the stock exchange, and in early March, "Petropavlovsk" had scheduled an additional issue of bonds and exchanged for new shares and bonds. Packages blurred shareholders at a ratio of 1 share for 15 new. To keep their shares, and Maslowski Hambro bought new securities "Petropavlovsk" in the amount of $ 30 million.
Amateur bad luck
Labor Day "Petropavlovsk» CEO starts at 4am. "I'm so easy - Maslowski said. - Firstly, in the Far East at that time people were already awake and with them the need to discuss operational issues, and secondly, in the early morning traffic jams in Moscow, no. " From the house in Nikolina Gora, he communicates by e-mail with the enterprises in the Amur region, then gets in the car and to 6 hours coming to the office. After that, everything is standard: calls for managers and key employees, conferences and meetings. Once a month Maslowski fly to Amrskuyu area to see with my own eyes on the production. "I do not arrange unannounced inspections, but as I fly often, I think, is unlikely to repaint and suggest the beauty of the grass specially for me, - he said. - I'm such attacks are needed to keep in touch with reality, not only on papers to draw conclusions. "
What has changed in the "Petropavlovsk" after the rapid fall in revenue and how it reacts to the decline in gold prices, which is going on?
The company had to economize and cut costs. "Some decisions have been very painful," - says Maslowski. Construction innovation complex, on which hundreds of millions of dollars have been spent, frozen, about 1,000 people involved in construction, have been dismissed, a few dozen employees of administrative staff in Moscow, Blagoveshchensk and London also had to be reduced. In general, the company's staff was reduced by about 10-15%. There were a few small frozen assets, inefficient in terms of production, but Maslowski says that when gold prices rise they can benew return on the company's balance sheet. "Our main objective - to pay off creditors until 2018, to comply with the agreement with the banks - this is now our alpha and omega. Everything else then, "- emphasizes Maslowski. "Petropavlovsk" plans to show the debt burden in EBITDA of 1.5 and above this mark for gold not rise at current prices. In general, said Maslowski, the company is now "live normally", she was able to enter into a reasonable saving mode.
But why the market is still evaluates "Petropavlovsk" quite skeptical? Despite the fact that since the restructuring was held for nine months, the company's share price does not rise above the level of 7 pence. "In the company's debt is still hanging there, she needs to pay on loans - explains Andrew Tretelnikov of RMG. - While gold prices fall, the company's position will not improve, and capitalization is unlikely to grow. " According to the analyst BCS Oleg Peter and Paul, the company's operating results for the III quarter could also be interpreted by the market not for the better. "Typically, mining companies disclose how much toyli ore processed as what their gold content. "Petropavlovsk" it's too early opened, and now not. This means that the company has something to hide or unsaid, with the number of ounces produced from them has decreased, "- says the expert.
Maslowski, after hearing the Forbes reporter questions about low capitalization "Petropavlovsk" lights up again. "With our inventory we have cost about $ 1 billion, but now we have a debt of $ 600 million in this story we have yet to overcome, so osadochek-that is, the market is waiting, -. He says. - Add to this a discount on Russia, depressed metal prices - that will get our $ 200 million market capitalization. But nothing, for one broken two unbeaten give, we can handle. " According Maslovskoye, "Petropavlovsk" nothing to hide. "Just before we published detailed results on a quarterly basis, are now going to do it twice a year, at the end of the year we will publish them," - he says. Reducing production he can also explain: "We have already publicly stated that we will not belabour and issue a record number of ounces, we'll get pobut as much gold as you need for loan repayments. The rest is better to keep in the land, not sell the minimum margin. "
What will happen to the company if the price of gold falls below $ 1,000, if there is a terrible figure, after which the "Petropavlovsk" strategy will require regular revision? "You see, I myself have not afraid of anything, no scary numbers - Maslowski somehow looks at wall with Putin's portrait in sun ochkah.- But if octanovitsya price at $ 900, the company will have to re-enter into serious negotiations with the creditors. This, of course, frustrating and emotionally difficult. "
There are signs that the situation will worsen in the market. Analysts at Goldman Sachs and Morgan Stanley during the year made statements that an ounce of gold can be in the foreseeable future, $ 900 and even $ 800. Russia's largest gold mining company Polyus Gold on the background of negative forecasts has decided to delist from the London Stock Exchange. But Maslovskoye special attitude to bad luck. "I have noticed that I am lucky if there is something that is considered a bad sign. Sometimes, in the critical days, I even specialbut doing so that any bad omen appeared, forget something in the morning, to return home, for example, "- smiling Maslowski. Perhaps the founder of "Petropavlovsk" lucky this time, because 20 years ago he was able to build his own company at a time when the gold price fell and its prospects almost nobody believed.