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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Black Raven | LSE:BRP | London | Ordinary Share | GB00B05Q5S56 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.325 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 8735I Black Raven Properties PLC 25 November 2008 For immediate release 25 November 2008 BLACK RAVEN PROPERTIES PLC ('Black Raven' or 'the Company') Update to business review Black Raven Properties plc (AIM: BRP), the property company focussed on Portugal, makes the following announcements: 1. Mr Alexandre Miguel Pinto resigned as a director of the board on 12 November 2008 and departed from the Company with immediate effect. 2. In order to protect the interests of all creditors and shareholders and until such time as a full review of the Company's financial situation can be concluded the directors passed a board resolution to appoint Joint Administrators in relation to the Company pursuant to the Insolvency Act 1986 (as amended in the Enterprise Act 2002). Therefore, notice is hereby given that Kiran Mistry and Stuart Garner of WM ProServ LLP, The Old Mill, 9 Soar Lane, Leicester LE3 5DE were appointed Joint Administrators of the company on 19 November 2008 in the High Court of Justice, Chancery Division, Companies Court, Birmingham District Registry (Number: 9637/2008) pursuant to Paragraph 22 of Schedule B1 to the Insolvency Act 1986 ("the Act"). As a consequence, in accordance with Paragraph 45 of Schedule B1 to the Act, the affairs, business and property of the Company (in Administration) are being managed by the Joint Administrators and, in accordance with Paragraph 69 of Schedule B1 to the Act, the Joint Administrators act as agents of the company and without personal liability. 3. On 31 October 2008 a letter was issued by the Company to all shareholders on the Company's Register with a UK correspondence address. A full copy appears below. For further information: Black Raven Properties PLC Paul Phillips Tel: 020 7612 1608 Email: paulphillips@blackravenproperties.com Buchanan Communications Tel: 020 7466 5000 Mark Court 31st October 2008 Dear Shareholder, I am writing to you today in order that I may bring you up to date with various events that have occurred within the Company over the past few months and advise you as to the course of action selected by the board of directors. Myself and Mr. Glenn Marks were appointed to the board on 23rd September 2008, and with immediate effect a review into the Company's business dealings was instigated. As you will be aware Mr. Michael Friend and Mr. Ian Nunn resigned as directors on 31st May 2008, Mr. Pedro Toscano resigned on 29th August 2008 and Mr. Marcelo Kapel resigned on 7th October 2008. The present board of directors is thus Mr. Glenn Marks, Mr. Alexandre Pinto and myself and the reasons for the various resignations will become apparent as you read on. By way of background information, at the beginning of the year, Mr. Marks, who is a significant shareholder in the Company, was given copies of a number of documents pertaining to the Company's business which gave him cause to believe that the affairs of the Company were not being run for the benefit of the shareholders. An element of this information was that the Company was effectively being run from the shadows by an individual who was neither a director nor an employee of the Company. For legal reasons this individual cannot be named in this letter but hereinafter will be referred to as SD (Shadow Director). Further, the information received showed that in mid 2007 SD had procured loans of EUR275,000 for the Company from a lender but that the loan proceeds had not been paid to the Company but to SD. SD did pass EUR100,000 of the loan proceeds to the Company but retained EUR175,000 for his own benefit. In March 2008, the interest payments on the loan being in arrears, the lender had to resort to legal proceedings to recover the monies loaned, at this point SD procured that the Company repaid the loan in full, plus interest, a total amount of EUR385,000. The then directors of the Company sanctioned the repayment of this loan from the Company's money in the full knowledge that the Company had not received the full benefit of the loan. When this information was shared with a number of other shareholders the disturbing nature of the information revealed led to over 50% of the then issued share capital supporting a motion to remove the then board of directors, namely Mr. Friend, Mr. Nunn and Mr. Toscano. An EGM was requisitioned by the disgruntled shareholders where the necessary resolutions would be tabled. However, on 2nd April 2008 the then directors of the Company, without any correspondence with existing shareholders, issued a further 39.5 million shares to entities that were ultimately under the control of SD thus ensuring that the wishes of what was the majority of the shareholders would be thwarted and the then board of directors would remain in situ. This led to the now disenfranchised shareholders taking legal action to overturn what they saw as an improper allotment of shares. The then board of directors, at the direction of SD, vigorously defended the action incurring significant legal costs for the Company in the process. Mr. Friend and Mr. Nunn subsequently resigned as directors on May 31st 2008 leaving Mr Toscano on the board and appointing Mr Alexandre Pinto to the board. Mr. Toscano went from being a non-executive Chairman to taking an executive role in the management of the Company. At this point he started to take a more active role in the Company's affairs but subsequently resigned on 29th August being frustrated with the involvement of SD and being uncomfortable with some of the things he was expected to do. In order to replace Mr. Toscano, SD procured that Mr. Marcelo Kapel join the board, however, uncomfortable with what he began to uncover once a director he too resigned just over one month later. After much negotiation, myself and Mr. Glenn Marks were appointed to the board on 23rd September since which date further disturbing facts have come to light. The most pressing of which, and which you as a shareholder need to be made aware is that for over a year now the Company has been desperately short of cash. The result of which is that there are a large number of creditors that have been left unpaid, in some instances for almost 2 years during which time the previous directors have continued to pay themselves and continued to sanction payments to SD. One of the unpaid creditors is the Company's NOMAD, hence their decision to resign which, as the Company is still not in a position to pay their outstanding fees, has led to the suspension of trading of the Company's shares on AIM and will eventually lead to a complete delisting on 26th November 2008 unless the NOMAD is re-appointed. At the time of writing this letter I cannot give any assurance that the Company will be able to re-appoint the NOMAD and there is a high probability that the Company will be delisted from AIM. The Company does have a significant cash deposit in Portugal, where all the Company's assets are, however there is a charge over this in favour of a Portuguese bank in relation to a mortgage provided by said bank. The present board of directors are in discussions with the bank with a view to lifting the charge in order that the cash may be used to pay off creditors and provide working capital for the future. Additionally we are in discussions with various parties with regards to a disposal of the Company's remaining assets in Portugal in order to raise cash and divest the Company of any connection with Portugal or the various parties that appear to have connived to misappropriate the Company's money. Whether these discussions are fruitful remains to be seen. Please rest assured that myself and Mr. Marks are doing everything within our power to rectify matters, to save the Company and to salvage whatever we can of your original investments. This includes, but is not limited to, taking professional advice with regards to how the Company may best recover monies that have been misappropriated due to the maladministration of the previous directors. Should you have any questions or wish to discuss the content of this letter please do not hesitate to contact me. Yours sincerely, For and on behalf of Black Raven Properties plc Paul A. Phillips Director & Company Secretary This information is provided by RNS The company news service from the London Stock Exchange END MSCFKPKNDBDDODB
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