Black Sea Property Fund Limited EGM Requisition and Posting of Circular (3421X)
18 Novembre 2014 - 3:01PM
UK Regulatory
TIDMBKSA
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) +44 (0) 207 496 3000
SJ Secretaries Limited Company Secretary +44 (0) 1534 850750
This information is provided by RNS
The company news service from the London Stock Exchange
END
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