TIDMBKSA
RNS Number : 6788Z
Black Sea Property Fund Limited
12 December 2014
The Black Sea Property Fund Limited
("Black Sea" or the "Company")
Result of Extraordinary General Meeting, Board Changes and
Change of Advisers
The Company announces that all the resolutions put to the
shareholders of the Company at the Extraordinary General Meeting of
the Company held at 10.00 a.m. this morning were passed.
Valid proxy votes received by the Company in advance of the
Extraordinary General Meeting were as follows:
Resolution Votes Votes Total Votes
for against Votes withheld
------------------------------- ------------ --------- ------------ ----------
That John Chapman be removed
from the office of director
1 of the Company 151,907,632 450,100 152,357,732 1,500
------------------------------- ------------ --------- ------------ ----------
That Stephen Coe be removed
from the office of director
2 of the Company 151,907,632 450,100 152,357,732 1,500
------------------------------- ------------ --------- ------------ ----------
That Andrew Wignall be removed
from the office of director
3 of the Company 151,877,387 480,345 152,357,732 1,500
------------------------------- ------------ --------- ------------ ----------
That Trevor Hunt be appointed
4 as a director of the Company 151,907,632 450,100 152,357,732 1,500
------------------------------- ------------ --------- ------------ ----------
That Alexander Borrelli be
appointed as a director of
5 the Company 151,907,632 450,100 152,357,732 1,500
------------------------------- ------------ --------- ------------ ----------
John Chapman, Stephen Coe and Andrew Wignall have all ceased to
be directors of the Company. In their place, Alex Borrelli has
joined the Board as Non-Executive Chairman and Trevor Hunt has
joined as Non-Executive Director. Antony Gardner-Hillman remains on
the Board as Non-Executive Director.
In addition, Cairn Financial Advisers LLP has been appointed as
Nominated Adviser to the Company and Peterhouse Corporate Finance
Limited has been appointed as sole broker to the Company both with
immediate effect.
New Strategy
The Board believes that there are opportunities for investment
in the residential real estate, holiday homes, commercial real
estate and distressed real estate markets of Bulgaria. The Board
therefore intends to write to shareholders shortly to seek approval
to adopt a new investing policy, extend the life of the Company and
to 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.
Following on from adopting the new investing policy, the Company
will be required to make an acquisition or acquisitions which
constitute a reverse takeover or otherwise implement its new
investing policy by 16 July 2015, being 12 months after the
disposal of the last of its assets, failing which the Company's
shares would then be suspended from trading on AIM. If the new
investing policy has not been implemented within 6 months of the
suspension, the admission to trading on AIM of the Company's shares
would be cancelled and the Board will convene a general meeting of
the shareholders to consider whether to continue seeking investment
opportunities or to wind up the Company and distribute any surplus
cash back to shareholders.
Investment Adviser
The Board intends to appoint AG Capital AD ("AG Capital") as
investment adviser to the Company as soon as practically possible
after the approval of these proposals, subject to the agreement of
a management contract with AG Capital on terms acceptable to the
Board and the approval of the Jersey Financial Services Commission.
AG Capital is a real estate holding company in Bulgaria
specialising in property business ventures, with over 20 years' of
experience in the sector and more than 1,600 employees and/or
contractors in total across all its business divisions. AG Capital
consists of companies involved in property development and asset
management; property management; residential property brokerage;
and financial services related to real estate. As AG Capital,
through Mamferay Holdings Limited, is a substantial shareholder in
the Company, the management contract would be deemed to be a
related party transaction under the AIM Rules and therefore the
Board intends to consult with the Company's nominated adviser in
order to decide if the terms of the management contract are fair
and reasonable insofar as Shareholders are concerned.
Alex Borrelli - Non-Executive Chairman
Michael Alexander Borrelli, FCA, aged 58, qualified as a
chartered accountant with Deloitte, Haskins & Sells, London in
1982. He then moved into investment banking, with Shore Capital,
Granville and CCF Laurence Prust, and has acted on a wide variety
of corporate transactions in a senior role for over 20 years,
including flotations, takeovers, mergers and acquisitions for
private and quoted companies (on the Official List, AIM, and PLUS,
now ISDX). Alex was, until recently, chairman of Ablon Group
Limited, a real estate group with a portfolio valuation of ca
EUR400 million in Central Europe (formerly listed on the Main
Market, standard segment, of the London Stock Exchange prior to
being the subject of a successful cash offer in 2013). He is a
non-executive director of a number of listed and unquoted companies
including Metal Tiger plc and Prego International Limited.
Current Directorships Past Directorships in the last
five years
Metal Tiger Plc Strategic Minerals Plc
B W A Group Plc Nordic Panorama Plc
Bridge Hall Plc ABDM Limited
Metal Horse Limited Anturion Limited (UK)
Borrelli Capital Limited Anturion Limited (Guernsey)
Natural and Mineral Assets IAF Corporate Finance LLP
Limited
Prego International Limited IAF Capital Limited
BNB Recruitment Solutions IAF Securities Limited
Plc
Berkeley Mineral Resources Ablon Group Limited
plc
Alamondo Limited
Avacero Limited
Avidano Limited
Bluebeat Limited
Bregova Limited
Derisa Limited
Doresto Limited
Gomendo Limited
Goranda Limited
Istafia Limited
Jonvero Limited
Leriegos Limited
Mesargosa Limited
Osmania Limited
Pringipo Limited
Tunelia Limited
Shaheda Limited
Volanti Limited
Alex Borrelli was a director of BNB Recruitment Solutions plc
("BNB") from 5 April 2007 until its liquidation on 25 January 2010.
BNB was placed into administration on 29 June 2009 and entered into
a creditors' voluntary liquidation on 25 January 2010.
Alex Borrelli was a director of IAF Securities Limited ("IAF")
from 1 September 2008 until 18 January 2009. IAF entered into a
creditors' voluntary liquidation on 23 March 2009.
Trevor Hunt - Non Executive Director
Trevor Paul Hunt, aged 61, is a Channel Islands resident with
extensive experience in the offshore financial services business.
Trevor worked for HSBC for over 30 years in various senior
management positions, in particular within the open-ended and
closed-ended offshore funds industry.
He has served on the board of a wide variety of investment funds
and also on the board of HSBC Fund Administration (Jersey) Limited,
HSBC Fund Administration (Guernsey) Limited and other HSBC
entities.
Trevor retired from HSBC in 2003 and spent 5 years with Capita
Fiduciary Group holding a number of senior positions including
being a director of Capita Financial Administrators (Jersey)
Limited, Capita Registrars (Jersey) Limited and Capita Registrars
(Guernsey) Limited before leaving in 2009 to join BNP Paribas
Securities Services in a Partners and Channels role. On 30
September 2011, Trevor left BNP Paribas Securities Services in
order to focus fully on providing non-executive directorship
services to a limited number of Channel Islands funds and fund
management companies.
Trevor Hunt is regulated by the Jersey Financial Services
Commission and holds a Class G licence for the provision of
services as a non-executive director and is also registered with
the Guernsey Financial Services Commission.
Trevor Hunt is also a member of the Jersey Association of
Directors and Officers and the Guernsey equivalent and has
served/continues to serve on the board of London listed, Specialist
Fund Market, Irish Stock Exchange and Channel Islands Securities
Exchange Authority listed companies.
Trevor Hunt also serves on the A.I.C. Offshore Funds Committee
and is on the board of the Investment Manager to Kennedy Wilson
Europe Real Estate PLC which is listed on the London Stock Exchange
PLC (premium segment) and raised circa GBP1 billion on its IPO in
February 2014 to invest in real estate and real estate loans in
Europe.
Current Directorships Past Directorships in the last
five years
Anglo Securities Limited GCP Infrastructure Oeic Limited
Anglo Securities Holdings Limited Palio Mid Market Debt Fund Limited
Anglo Securities Investments KIC Fund Managers (Guernsey) Limited
Limited
Anglo Securities Capital Limited Hero Funds PCC Limited
Anglo Waypoint Limited Overlord Europe Limited
Anglo Waypoint Investor Limited Overlord Europe Holdings Limited
BDP Limited Overlord Europe Asset Managers
Limited
Carne Global Financial Services Golden Gate Real Estate Co. Limited
(C.I.) Limited
Carne Global AIFM Solutions (C.I.) Merebis Master Fund Limited
Limited
Chenavari Capital Solutions Limited Merebis International Fund Limited
Ems Capital Limited Merebis Capital Management (Jersey)
Limited
Harewood Structured Investment Class Solutions Limited
PCC Limited
KIC Global Strategy Fund Limited Ukrane Liberty Fund Limited
KW Investment Management Ltd Ruffer International Funds Limited
GCP Infrastructure Asset Holdings SIPP Residential Income Choice
Limited PCC Limited
GCP Infrastructure Investments CFIM Off Shore Funds Limited
Limited
GCP Sovereign Infrastructure GEM Capital Diamond Fund Limited
Debt Limited
Old Street Acquisitions Ltd Wellington Partners Technology
V Management Limited
Leopard Guernsey Westway JV Limited Wellington Partners Ventures Special
(G-P) Limited
Purisima Investment Fund (CI) Wellington Partners Management
Limited Limited
Standfast Vision 1 limited
Urica Capital Limited
Mosel Capital Limited
Saar Capital Limited
Fundamental Global Corporate
Secured Loan Fund Limited
There are no further details required to be disclosed pursuant
to Rule 17 and Schedule 2, paragraph (g) of the AIM Rules for
Companies.
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
Peterhouse Corporate Finance Limited Tel: + 44 20 7469 0930
Sole broker
Charles Goodfellow, Heena Karani
This information is provided by RNS
The company news service from the London Stock Exchange
END
REGQKBDNQBDDOBD
Black Sea Property Fund (LSE:BKSA)
Historical Stock Chart
From May 2024 to Jun 2024
Black Sea Property Fund (LSE:BKSA)
Historical Stock Chart
From Jun 2023 to Jun 2024
