12th Oct 2007 14:26
Black Sea Property Fund Limited12 October 2007 For Immediate Release 12 October 2007 THE BLACK SEA PROPERTY FUND LIMITED UP-DATE RE. STRATEGIC REVIEW, BOARD AND EXTRAORDINARY GENERAL MEETING On 31 August 2007 the Board announced that it had received notice from VidacosNominees Limited, on behalf of QVT Fund LP, on 29 August 2007, requisitioning anextraordinary general meeting of the Fund to consider ordinary resolutions forthe removal of Melville Trimble and Roger Maddock from the Board and for theappointment of John Chapman, Angelo Moskov, Andrey Kruglykhin and AntonyGardner-Hillman as directors of the Fund. Under Jersey company law, the Fund wasrequired to send out a notice convening that extraordinary general meeting nolater than 19 September 2007 and, on 19 September 2007, the Fund published acircular which included a notice convening the EGM for 3.00 p.m. on Monday, 29October 2007 (the "Circular"). Prior to publication of the Circular, the Board and its advisers endeavoured toconsult a broad range of Shareholders regarding the Fund's future. However,feedback from certain of the largest Shareholders was not available prior to thepublication of the Circular but has since been received. Notwithstanding the QVT Requisition, the Board and its advisers have continuedto pursue the strategic review announced by the Board on 24 August 2007.However, the Board believes that it is unreasonable for any party to expendsignificant time and expense in pursuing their interest in submitting proposalsfor enhancing Shareholder value whilst the current uncertainty regarding thefuture composition of the Board remains and, as a result, the Board does notbelieve that it is practicable to complete the strategic review in advance ofthe EGM. Accordingly, the Board concluded that resolving the future compositionof the Board is in the immediate best interests of all Shareholders as this willensure that that those who form the Board going forward can all participatefully in the strategic review process. The Board decided, therefore, to inviteJohn Chapman, Angelo Moskov, Andrey Kruglykhin and Antony Gardner-Hillman tojoin the Board in advance of the EGM and these invitations have been accepted.Melville Trimble and Roger Maddock have tendered their resignations asDirectors. The Jersey Financial Services Commission has confirmed that it has noobjection to these appointments and resignations, which will become effective assoon as practicable. A further announcement will be made once these changes tothe Board have been effected. In view of his imminent resignation as a Director,Mr Trimble has resigned as chairman of the Board with immediate effect andWilliam Drysdale has been appointed in his place. The Directors would like tothank Mr Trimble and Mr Maddock for their contributions to the Board. The Board has also decided that it would be inappropriate to continue thestrategic review until the newly constituted Board has had an opportunity tomeet and agree the way forward. Accordingly, the current strategic review hasbeen suspended. However, those Directors who will be continuing on the Board(namely, William Drysdale, Roger King, Irena Komitova and Bogdan Stanchev) arecommitted to working with their new Board colleagues to enhance Shareholdervalue. This will include considering in detail proposals form QVT. As the notice convening the EGM has already been sent out, the Board intends toproceed with the EGM and is now recommending Shareholders to vote in favour ofresolutions 3 to 6 set out in the notice convening the EGM, which would confirmthe appointments of Messrs Chapman, Moskov, Kruglykhin and Gardner-Hillman asDirectors. On the assumption that the Board changes referred to above areimplemented, as planned, in advance of the EGM, resolutions 1 and 2 set out inthe notice convening the EGM, relating to the removal of Messrs Trimble andMaddock as Directors, will have been superseded and, therefore, will not beproposed at the EGM. The Board undertook, in the Circular, to write to Shareholders again, in advanceof the EGM, with an up-date on the progress of the strategic review. A furthercircular is being posted to Shareholders today to up-date them on the strategicreview, the Board's composition and the EGM. EnquiriesSue Inglis/Chris Intelli Corporate Finance Limited T: 020 7653 6300Whittingslow (Financial Adviser)Charles Farquhar/ Numis Securities Ltd (NOMAD and T: 020 7260 1000Anthony Richardson Broker) Notes Intelli Corporate Finance, which is authorised and regulated in the UnitedKingdom for the conduct of investment business by the Financial ServicesAuthority, is acting solely for The Black Sea Property Fund Limited and for noone else in connection with the matters referred to in this announcement andwill not be responsible to anyone other than The Black Sea Property Fund Limitedfor providing the protections afforded to clients of Intelli Corporate Financeor for affording advice in relation to the matters referred to in thisannouncement. Words and expressions defined in the Circular have the same meanings when usedin this announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BKSA.L