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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Black Sea | LSE:BKSA | London | Ordinary Share | GB00B068H734 | STERLING PROP SHS NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.30 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMBKSA
RNS Number : 4426Z
Black Sea Property Fund Limited
18 September 2015
The Black Sea Property Fund Limited
("Black Sea" or the "Company")
Interim Report and Consolidated Financial Statements for the six month period ended 30 June 2015
Chairman's Statement
I am pleased to present the unaudited interim financial statements of the Company for the six months ended 30 June 2015. The unaudited net asset value as at 30 June 2015 was (GBP54,161) or (0.03) pence per share (30 June 2014: GBP803,030 or 0.4 pence per share).
During the period, following the changes in the composition of the Board and of its shareholder base with three significant new investors, the Company received shareholder approval at an Extraordinary General Meeting held on 10 April 2015 for the adoption of a new investing policy to recommence investment activities in the Bulgarian real estate market (residential real estate, holiday homes, commercial real estate and distressed real estate markets) and, in May 2015, the approval of the Jersey Financial Services Commission.
Subsequent to the period end, on 15 July 2015, the Company announced completion of the raising of GBP1,520,000 before expenses by means of a placing of new ordinary shares at 1p per share, the net proceeds of which are to be applied to acquire property assets in Bulgaria in accordance with the Company's investing policy and for general working capital purposes. As the Company had not implemented its investing policy by 16 July 2015, being 12 months after the disposal of the last of its assets, trading in the Company's shares on AIM was suspended. Once the Company has implemented its investing policy, the Company will apply for the suspension to be lifted. If the investing policy has not been implemented within six months of the suspension, being 16 January 2016, the admission of the Company's shares to AIM will be cancelled and the Directors will convene a general meeting of Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders.
On 15 July 2015 the Company announced the appointment of BLD Asset Management EOOD ("BLD") as investment adviser with responsibility for advising on the investment of the Company's property portfolio. AG Capital, through its wholly owned subsidiary, Mamferay Holdings Limited ("Mamferay"), holds 28.54% of the issued share capital of the Company, and indirectly holds 90% of the issued share capital of BLD. The Company had previously announced on 29 January 2015 that it had entered into a loan agreement with Mamferay to provide the Company with an unsecured interest-bearing and convertible loan of up to GBP350,000 in order to fund the current running costs of the Company of which GBP100,000 has been drawn down.
On 3 February 2015 the Company announced the appointment of Yordan Naydenov as a non-executive Director. Mr Naydenov is a partner with the law firm Boyanov & Co, Sofia, where he is head of the Corporate and the M&A practice group. On 6 May 2015, the Company announced with great sadness the sudden death of Trevor Hunt, who had joined me as a non-executive Director in December 2014, and who had made a significant contribution to the Company since his appointment. The Company is seeking to appoint a further Jersey-based director in the near future.
We believe that there are now positive trends in the Bulgarian real estate sector with opportunities for the Company to acquire assets in line with our investing policy following the recent fund raising, which we expect will result in the restoration of trading in the Company's shares on AIM later this year.
Alex Borrelli
Chairman
For further information please contact:
The Black Sea Property Fund Limited
Alex Borrelli, Chairman Tel: +44 7747 020600
Cairn Financial Advisers LLP Tel: +44 20 7148 7900
Nominated Adviser
Sandy Jamieson, Emma Earl
Peterhouse Corporate Finance Limited Tel: + 44 20 7469 0930
Sole broker
Heena Karani, Charles Goodfellow
THE BLACK SEA PROPERTY FUND LIMITED
Interim Report and Consolidated Financial Statements for the six month period ended 30 June 2015
Consolidated Statement of Comprehensive Income
Hot Features
Premium
(Unaudited) (Unaudited) (Audited)
6 months 6 months Year
to to to
30 June 30 June 31 Dec
2015 2014 2014
Notes GBP GBP GBP
Total revenue
Gain on disposal of investment
property - 564,446 573,928
Loss on revaluation of
investment property - (114,700) -
Net gain on investment
property - 449,746 573,928
------------ ------------ ----------
Operating expenses
Other operating expenses (232,931) (416,892) (689,838)
Foreign exchange gains/(losses) 417 (475) (5,864)
Total operating expenses (232,514) (417,367) (695,702)
------------ ------------ ----------
Operating (loss)/gain
before interest and tax (232,514) 32,379 (121,774)
Bank interest receivable 800 1,429 20,997
Bank charges and interest
payable 6 (1,461) (1,751) (2,343)
(Loss)/gain before tax (233,175) 32,057 (103,120)
Tax expense 3 - - -
(Loss)/gain from continuing
operations (233,175) 32,057 (103,120)
Profit from discontinued
operations - - 18,257
(Loss)/gain for the period
after tax (233,175) 32,057 (84,863)
Other comprehensive income
Items that may be reclassified
to profit or loss
Losses on translation
of foreign operations (8,911) - (195,932)
Recycle of cumulative
losses in foreign exchange
reserve for discontinued
operations - - (432,250)
Total comprehensive (loss)/gain
in period (242,086) 32,057 (713,045)
============ ============ ==========
Gain/loss per share
Basic and Diluted (loss)/gain
per share (pence) 4 (0.11) 0.02 (0.04)
Consolidated Statement of Financial Position
(Unaudited) (Unaudited) (Audited)
30 June 30 June 31 Dec
2015 2014 2014
Notes GBP GBP GBP
Current assets
Other receivables 24,346 30,971 20,283
Cash and cash equivalents 67,012 781,945 220,424
91,358 812,916 240,707
------------- ------------- -------------
Assets in disposal
groups classified
as held for sale 5 - 100,160 -
------------- ------------- -------------
Total assets 91,358 913,076 240,707
============= ============= =============
Equity and liabilities
Issued share capital 46,478,064 46,478,064 46,478,064
Retained deficit (45,217,300) (44,115,286) (44,984,125)
Foreign exchange
reserve (1,314,925) (1,559,748) (1,306,014)
Total equity (54,161) 803,030 187,925
Liabilities
Other payables 44,473 110,046 52,782
Loan payable 6 101,046 - -
145,519 110,046 52,782
------------- ------------- -------------
Total equity and
liabilities 91,358 913,076 240,707
============= ============= =============
Number of ordinary
shares in issue 7 213,112,896 213,112,896 213,112,896
NAV per ordinary
share (pence) 7 (0.03) 0.4 0.1
(MORE TO FOLLOW) Dow Jones Newswires
September 18, 2015 02:00 ET (06:00 GMT)
Consolidated Statement of Changes in Equity
Foreign
Share Retained exchange
capital deficit reserve Total
GBP GBP GBP GBP
At 1 January
2015 46,478,064 (44,984,125) (1,306,014) 187,925
Loss for the
six month period - (233,175) - (233,175)
Other comprehensive
income - - (8,911) (8,911)
At 30 June 2015 46,478,064 (45,217,300) (1,314,925) (54,161)
=========== ============= ============ ============
At 1 January
2014 46,478,064 (41,781,790) (1,542,332) 3,153,942
Profit for the
six month period - 32,057 - 32,057
Other comprehensive
income - - (17,416) (17,416)
Transactions
with owners
- Special dividend
(Note 8) - (2,365,553) - (2,365,553)
At 30 June 2014 46,478,064 (44,115,286) (1,559,748) 803,030
=========== ============= ============ ============
At 1 January
2014 46,478,064 (41,781,790) (1,542,332) 3,153,942
Loss for the
year - (84,863) - (84,863)
Other comprehensive
income - - (195,932) (195,932)
Recycle of cumulative
losses in foreign
exchange reserve
for discontinued
operations - (432,250) 432,250 -
Transactions
with owners
- Special dividend
(Note 8) - (2,685,222) - (2,685,222)
At 31 December
2014 46,478,064 (44,984,125) (1,306,014) 187,925
=========== ============= ============ ============
Consolidated Statement of Cash Flows
(Unaudited) (Unaudited) (Audited)
6 months 6 months
to to Year to
30 June 30 June 31 Dec
2015 2014 2014
Notes GBP GBP GBP
Operating activities
(Loss)/gain from continuing
operations (233,175) 32,057 (103,120)
Profit from discontinued
operations - - 18,257
Gain on disposal of investment
property - (564,446) (573,928)
Loss in fair value of held
for sale assets - 114,700 -
Foreign exchange (gains)/losses (417) 475 5,864
Interest received (800) (1,429) (20,997)
Finance expense 6 1,461 1,751 2,343
Movement in net cash outflow
from operating activities (232,931) (416,892) (671,581)
(Increase)/decrease in
other receivables (4,063) 4,091 14,779
(Decrease)/increase in
other payables (8,309) 65,551 8,286
(245,303) (347,250) (648,516)
Withholding tax paid - - (101,695)
Net cash outflow from operating
activities (245,303) (347,250) (750,211)
Investing activities
Proceeds on disposal of
subsidiaries - - 1,213,412
Cash received on available
for sale assets - 1,845,862 -
Cash received on held for
sale assets - - 900,106
Net cash inflow from investing
activities - 1,845,862 2,023,518
Financing activities
Interest received 800 1,429 20,997
Interest paid (415) (1,751) (2,343)
Special dividend 8 - (2,365,553) (2,685,222)
Loans received 6 100,000 - -
Net cash inflow/(outflow)
from financing activities 100,385 (2,365,875) (2,666,568)
Net decrease in cash and
cash equivalents (144,918) (867,263) (1,393,261)
Cash and cash equivalents
at beginning of period 220,424 1,659,042 1,659,042
Effect of foreign exchange
rates (8,494) (9,834) (45,357)
Cash and cash equivalents
at end of period 67,012 781,945 220,424
============ ============ ============
Notes to the Consolidated Interim Financial Statements
1. Accounting policies
Basis of preparation
The Black Sea Property Fund Limited (the 'Company') is a company domiciled in Jersey, Channel Islands.
The consolidated interim financial statements of the Company for the six month period ended 30 June 2015 comprise the financial statements of the Company and its subsidiaries (together, the 'Group') and have been prepared in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
The consolidated interim financial statements do not include all of the information and disclosures required for full annual financial statements.
They should be read in conjunction with the Annual Report and Audited Consolidated Financial Statements for the year ended 31 December 2014, which were prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the European Union. The annual financial statements are available to download from www.blackseapropertyfund.com.
The accounting policies applied by the Group in preparing the consolidated interim financial statements for the period ended 30 June 2015 are consistent with those applied by the Group in its audited consolidated financial statements for the year ended 31 December 2014 and are consistent with those that will be applied by the Group in its consolidated financial statements for the year ended 31 December 2015.
The consolidated interim financial statements for the current and comparative period 30 June 2014 are unaudited. The comparatives for 31 December 2014 are audited and received an unqualified opinion. Without qualifying the 31 December 2014 audit opinion, the auditors raised a matter of emphasis in relation to going concern.
With respect to the Company's ability to continue as a going concern, at the Extraordinary General Meeting of the Company on 10 April 2015, the Shareholders passed the resolution to extend the life of the Company to 31 December 2021.
During May 2015, the Company received approval from the Jersey Financial Services Commission for its proposals to amend its investing policy in order to invest the Company's resources in the Bulgarian real estate market in accordance with the new investing policy as set out in the circular to Shareholders dated 13 March 2015.
On 31 July 2015, the Company announced the completion of a placing of 152,000,000 new ordinary shares (the "Placing Shares") at 1p per share, raising GBP1,520,000 before expenses. Following the issue of the Placing Shares, the Company's total issued share capital is 365,112,896 ordinary shares.
2. Significant accounting judgments, estimates and assumptions
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The following areas require the Directors to make significant judgments.
Investment property
There were no investment properties held at the period end. The valuations for the period ended 30 June 2014 determined by the Directors were based upon approved sales values.
Borovetz Lakes
On 27 June 2014, the Fund approved the sale of the Company's subsidiary BSPF Project 4 EAD which in turn owns Borovetz Lakes for a price of Euro 125,000. The sale completed on 15 July 2014.
3. Taxation
Jersey
There is no taxation payable on the Company's or its Jersey subsidiaries' results as they are based in Jersey where the Corporate Income Tax rate for Jersey resident companies is zero per cent. Additionally, Jersey does not levy tax on capital gains.
Shareholders resident outside Jersey will not suffer any income tax in Jersey on any distributions made to them.
Bulgaria
Subsidiaries of the Company incorporated in Bulgaria are taxed in accordance with the applicable tax laws of Bulgaria. The Bulgarian corporate tax rate for 2015 is 10 per cent (2014: 10 per cent).
No deferred tax assets are recognised on trading losses in the subsidiary companies as there is significant uncertainty as to whether sufficient future profits will be available in order to utilise these losses.
(MORE TO FOLLOW) Dow Jones Newswires
September 18, 2015 02:00 ET (06:00 GMT)
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