Black Sea Property Fund Share Discussion Threads

[aries2000] 14/6/2015 23:42

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Thursday 29 January, 2015
Black Sea Prop Fund
Re Agreement
RNS Number : 5362D
Black Sea Property Fund Limited
29 January 2015






The Black Sea Property Fund Limited

("Black Sea" or the "Company")



Loan Agreement


On 12 December 2014, the Board of Black Sea announced proposals to recommence investment activities in the residential real estate, holiday homes, commercial real estate and distressed real estate markets of Bulgaria and that it would shortly write to shareholders to seek approval to adopt a new investing policy, extend the life of the Company and raise funds as soon as practically possible to invest the Company's resources in the Bulgarian real estate market, subject to the approval of the Jersey Financial Services Commission.


In order to fund the current running costs of the Company, the Board of Black Sea announces that it has today entered into a loan agreement ("Loan Agreement") with Mamferay Holdings Limited ("Mamferay") whereby Mamferay will provide the Company with an unsecured loan of up to £350,000 (the "Loan"). £100,000 of the Loan is to be drawn down by the Company immediately, and the remaining £250,000 may be drawn down once the Company has received approval from the Jersey Financial Services Commission to extend the life of the Company. In the event that the Jersey Financial Services Commission does not approve the extension of the life of the Company or the Company is unable to raise sufficient funds to cover its working capital requirements, the Loan shall be free of interest and shall be used to fund the costs of winding up the Company, with any surplus being repayable to the lender (who will have no claim against the Company in respect of the balance). Subject to the above, the Loan will bear an interest rate of 3 months' Euribor plus two point five per cent per annum over the utilised portion of the loan, payable at the end of the term of the Loan. The Loan will be repayable on the earlier of a) one year after today's date or b) the date on which the Board determines that the Company has raised sufficient funds for its investment strategy.



The Company also has the option to convert the Loan and any accrued interest into shares in the Company at a price per share to be determined by reference to the volume weighted average price for the shares on the five immediately preceding days (such days to be selected by the Board in good faith as close as conveniently possible to the conversion date) on which trading took place on the AIM market of the London Stock Exchange, provided such a conversion would not result in additional financial expenses or further statutory obligations for Mamferay, including but not limited to an obligation for Mamferay to make an offer pursuant to the City Code on Takeovers and Mergers.



As Mamferay is a substantial shareholder in the Company, the Loan Agreement is deemed to be a related party transaction under the AIM Rules. The Board, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, considers that the terms of the Loan Agreement are fair and reasonable insofar as shareholders are concerned.


For further information please contact:

The Black Sea Property Fund Limited

[aries2000] 14/6/2015 23:34

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Friday 12 December, 2014
Black Sea Prop Fund
Resignation of Directors
RNS Number : 5781Z
Black Sea Property Fund Limited
12 December 2014


Black Sea Property Fund Limited

("Black Sea" or the "Company")

Resignation of Directors

On 18 November 2014 the Company convened an Extraordinary General Meeting to consider resolutions put forward by Fitel Nominees Limited on behalf of Mamferay Holdings Limited to appoint Trevor Hunt and Alexander Borrelli as new directors and to remove John Chapman, Stephen Coe and Andrew Wignall as directors.

Three shareholders, representing 71.3% of the entire issued share capital, voted for the removal of John Chapman and Stephen Coe. Shareholders representing all of the remaining share capital which voted by proxy either voted against the resolutions or returned a proxy but withheld their vote.

John Chapman and Stephen Coe have therefore tendered their resignations with effect from 10 a.m. on 12 December 2014. Those resignations have been accepted by the Board.

John Chapman, Chairman of the Company commented, "I would like to thank my colleagues for their hard work realising the Company's assets and delivering returns to shareholders in accordance with our shareholders' wishes. Since we have completed the disposal process our shareholders authorized, the share registry has changed and new shareholders have decided on a different direction for the Company. The Board has questioned the wisdom of this decision, but in accordance with the vote I wish the new board the best of luck in their future endeavours."

The Company expects to release a further announcement following the conclusion of the Extraordinary General Meeting.

Enquiries:





Nplus1 Singer (Nomad)

James Maxwell / Gillian Martin

020 7496 3000

SJ Secretaries Limited (Company Secretary)

01534 850 750

[aries2000] 14/6/2015 23:31

Print Mail a friend
Friday 12 December, 2014
Black Sea Prop Fund
Resignation of Directors
RNS Number : 5781Z
Black Sea Property Fund Limited
12 December 2014


Black Sea Property Fund Limited

("Black Sea" or the "Company")

Resignation of Directors

On 18 November 2014 the Company convened an Extraordinary General Meeting to consider resolutions put forward by Fitel Nominees Limited on behalf of Mamferay Holdings Limited to appoint Trevor Hunt and Alexander Borrelli as new directors and to remove John Chapman, Stephen Coe and Andrew Wignall as directors.

Three shareholders, representing 71.3% of the entire issued share capital, voted for the removal of John Chapman and Stephen Coe. Shareholders representing all of the remaining share capital which voted by proxy either voted against the resolutions or returned a proxy but withheld their vote.

John Chapman and Stephen Coe have therefore tendered their resignations with effect from 10 a.m. on 12 December 2014. Those resignations have been accepted by the Board.

John Chapman, Chairman of the Company commented, "I would like to thank my colleagues for their hard work realising the Company's assets and delivering returns to shareholders in accordance with our shareholders' wishes. Since we have completed the disposal process our shareholders authorized, the share registry has changed and new shareholders have decided on a different direction for the Company. The Board has questioned the wisdom of this decision, but in accordance with the vote I wish the new board the best of luck in their future endeavours."

The Company expects to release a further announcement following the conclusion of the Extraordinary General Meeting.

Enquiries:





Nplus1 Singer (Nomad)

James Maxwell / Gillian Martin

020 7496 3000

SJ Secretaries Limited (Company Secretary)

01534 850 750

[aries2000] 14/6/2015 23:16

Black Sea Prop Fund
EGM Requisition and Posting of Circular
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 12th 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 hxxp://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 Smale

Nplus1 Singer Advisory LLP (Nominated Adviser)

[phone]

SJ Secretaries Limited

Company Secretary

[phone]

[aries2000] 14/6/2015 23:06

Black Sea Prop Fund
Requisition Request
RNS Number : 7553V
Black Sea Property Fund Limited
30 October 2014


Black Sea Property Fund Limited

("Black Sea" or the "Company")

Requisition Request

The board of the Company has 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 the entire board other than Antony Gardner-Hillman and to appoint Trevor Hunt and Alexander Borrelli as directors.

The board has established a special committee to consider the requisition and will make a further announcement in due course.

Enquiries:





Nplus1 Singer (Nomad)

James Maxwell / Gillian Martin

020 7496 3000

SJ Secretaries Limited (Company Secretary)

01534 850 750

[aries2000] 14/6/2015 23:03

The directors of the Fund, all of whom are non-executive, are as follows:
Alex Borrelli (Non-Executive Chairman)
Antony Gardner-Hillman (Non-Executive Director)
Yordan Naydenov (Non-Executive Director)

[aries2000] 14/6/2015 23:02

Alex Borrelli of metal tiger MTR is the Non-Executive Chairman at BKSA do the maths.

[bckttsim] 11/6/2015 13:46

Please issue an RNS telling why the price has fallen from the 1p high in the last 12 months !!!!!

[epistrophy] 12/12/2014 11:12

Intriguing.

"Three shareholders, representing 71.3% of the entire issued share capital, voted for the removal of John Chapman and Stephen Coe. Shareholders representing all of the remaining share capital which voted by proxy either voted against the resolutions or returned a proxy but withheld their vote."

I'm far from an expert, but aren't the Concert Party rules supposed to stop this sort of thing from happening?

[bbr391] 21/6/2014 20:53

A good hold on for now .

Good luck

[praipus] 03/6/2014 09:41

Weiss and Greenwood out AG Capita AD / Mamferay Holdings Limited loading up very curious.

[praipus] 03/6/2014 09:41

Were Weiss and Greenwood desperate to sell or were AG desperate to buy?

[bbr391] 30/5/2014 09:38

Interesting action going on .
Very suspicious .
No smoke without fire .
Now where is that water bucket ?

[bbr391] 12/4/2014 21:26

A good deal at this price.

gla

[praipus] 23/11/2012 11:30

Tried to buy 100,000 cant get em, tried to buy 50,000 cant get em. Bit more left in the spike I think:-)

[euclid5] 21/11/2012 15:42

Black Sea Property Fund Limited

21 November 2012

RETURN OF CAPITAL

The Black Sea Property Fund Limited

The Board of Directors of The Black Sea Property Fund Limited (the "Company") is pleased to announce the declaration of a return of capital of 1.25 pence (net) per ordinary share payable to shareholders of record as at 30 November 2012. The ex date for the return of capital will be 28 November 2012 with payment as soon as practicable thereafter but not later than 31 December 2012. The Company would expect to make further distributions as additional assets are sold.

[praipus] 10/10/2012 17:09

SVM Asset_Management out

[praipus] 30/9/2012 19:22

Wonder which shareholder/s think they can run the company better and if so have they got the resources to buy the rest out?

[praipus] 28/9/2012 20:13

Interims NAV 6.4p

[badtime] 06/9/2012 09:40

in my pending tray awaiting further investigation

[praipus] 06/9/2012 09:27

Purchases at 3.09p and 1.913p you?

[badtime] 06/9/2012 00:49

what price did u pay praps?

[praipus] 05/9/2012 12:27

Someone else thinks BKSA could be good value:-)