Black Sea Property Fund Limited EGM Requisition and Posting of Circular (3421X)

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RNS Number : 3421X

Black Sea Property Fund Limited

18 November 2014

 
                                     18 November 2014 
                              Black Sea Property Fund Limited 
                               ("Black Sea" or the "Company") 
             Extraordinary General Meeting Requisition and Posting of Circular 
               Further to the announcement made on 30 October 2014 disclosing 
              that the Company had received a requisition from Fitel Nominees 
              Limited seeking to requisition an extraordinary general meeting 
            of the Company for the purpose of considering resolutions to remove 
               three of the four Company directors and in their place appoint 
             two new directors, the Company announces today that it has posted 
               a Circular to Shareholders to convene an Extraordinary General 
               Meeting which is to be held at 1 Waverley Place, Union Street, 
            St. Helier, Jersey, JE1 1SG Channel Islands at 10.00 a.m. on 12(th) 
                                       December 2014. 
                                     Chairman's Letter 
                                     Dear Shareholders, 
               Fitel Nominees, the registered holder of 28.6 per cent of the 
            Company's ordinary shares has requisitioned an extraordinary general 
            meeting of the Company to remove three of the four Company directors 
               and in their place appoint Trevor Hunt and Alexander Borrelli 
             as new directors. If the requisition is successful the board would 
         then comprise Messrs Hunt and Borrelli as well as Anthony Gardner-Hillman, 
              who is a current Company director. Fitel Nominees is the nominee 
               for Mamferay Holdings Limited, a Cypriot entity, which we are 
               informed is entirely owned by AG Capital, a Bulgarian entity. 
               As shareholders will know, the Company had a limited lifespan 
               and a limited objective. It has been in what would commonly be 
               called liquidation since 2012 and this past June sold its last 
          remaining property asset, Borovets. Following a final cash distribution 
               in August 2014 and in accordance with the shareholder vote in 
            2012, the Black Sea board expected to cancel the Company's admission 
              on AIM and to wind up the Company following a shareholder vote. 
              Shareholders should note that at the same time as the final cash 
              distribution, the Company became an investing company under Rule 
               15 of the AIM Rules for the Companies. As an investing company 
             under Rule 15, Black Sea would be required to make an acquisition 
               or acquisitions which constitute a reverse takeover under the 
               AIM Rules or otherwise implement an investing policy approved 
            at general meeting to the satisfaction of the London Stock Exchange 
             within twelve months of becoming an AIM Rule 15 investing company. 
            If this were not fulfilled, the Company would be suspended pursuant 
                                      to AIM Rule 40. 
               AG Capital, which had acquired in excess of 28 per cent of the 
              Company's shares this past Spring (a holding sufficient to block 
               the AIM cancellation and wind up process) informed us that it 
              opposed the resolution to wind up the Company and instead wanted 
            the Company to continue in business and to retain its AIM quotation. 
             At a later date we were approached by Peterhouse Corporate Finance 
             on behalf of AG Capital with an alternative proposal to recommence 
           investing in Bulgarian property assets (with AG Capital as a proposed 
             new investment manager) under a new investing policy and to remain 
                                 quoted on the AIM Market. 
              Over the last few months there has been a lot of back and forth 
               with AG Capital and Peterhouse as well as the Jersey regulator 
               concerning the future of Black Sea. Most recently, in a letter 
             dated 30 October 2014, the Company asked Fitel Nominees to confirm 
               on whose behalf the requisition was being made and whether it 
              wished any supplementary details to be sent to shareholders for 
               them to consider. The only response was confirmation that the 
             shares were held on behalf of Mamferay Holdings Limited. A further 
              suggestion to Peterhouse that they deliver an explanation of AG 
               Capital's intentions (as had been provided in the earlier back 
             and forth) was ignored. The Company and its advisors consequently 
               have no verifiable information about AG Capital's track record 
            as a fiduciary or how it would implement any reinvestment strategy. 
             AG Capital has described itself as the manager for Bulgarian Land 
              Development or "BLD," an AIM quoted Isle of Man company that was 
            floated in 2006 and delisted in 2010. BLD's website does not appear 
            to be current and that company's last published financial statements 
            are for the year ended 2012. Given the opaque nature of the various 
               events preceding this requisition, three of the four Black Sea 
          board members, administrator and lawyers have decided not to participate 
            in any new strategy under the aegis of AG Capital and have indicated 
           an intention to resign regardless of the outcome of this requisition. 
             In addition, the Company's nominated adviser and broker indicated 
              its intention to resign with effect from the earlier of the date 
               that both Stephen Coe and I cease to be directors of Black Sea 
             and the date of any delisting from AIM. Although it is understood 
               that a replacement nominated adviser will be appointed at the 
            same time as the current nominated adviser steps down, shareholders 
               should note the Company's shares will be suspended pursuant to 
            AIM Rule 1 if a replacement nominated adviser has not been appointed 
              at that time, and will continue to be suspended until such time 
               as the new nominated adviser's appointment has been announced. 
              Furthermore, if within one month of the Company's suspension it 
           still has not appointed a replacement nominated adviser, the admission 
                  of the Company's securities will be cancelled from AIM. 
              Following receipt of the Fitel requisition notice, the Black Sea 
              board constituted a Special Committee of disinterested directors 
            to consider the requisition notice. The Special Committee comprises 
             Stephen Coe, Andrew Wignall and me. Because the Special Committee 
               has not received any information about the future proposals of 
           AG Capital as part of this requisition it recommends that shareholders 
                              do not support the requisition. 
                                     Very truly yours, 
                                      John D. Chapman 
                                          Chairman 
                            The Black Sea Property Fund Limited 
             Terms not defined in this announcement shall have the same meaning 
                                    as in the Circular. 
               Copies of the Circular can be obtained in hard copy form free 
             of charge from the Company's registered office, 1 Waverley Place, 
               Union Street, St Helier, Jersey, JE1 1SG, Channel Islands and 
  will shortly be available on the Company's website http://www.blackseapropertyfund.com/. 
               Neither the contents of the Company's website nor the contents 
               of any website accessible from hyperlinks on such website (or 
              any other website) is incorporated into, or forms part of, this 
                                       announcement. 
                Enquiries: James Maxwell / Tom       Nplus1 Singer Advisory 
          Smale                     LLP (Nominated Adviser)    [phone] 
          SJ Secretaries Limited    Company Secretary           [phone] 
 

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