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Result of EGM

12th Dec 2014 14:38

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 for

Votes against

Total Votes

Votes withheld

1

That John Chapman be removed from the office of director of the Company

151,907,632

450,100

152,357,732

1,500

2

That Stephen Coe be removed from the office of director of the Company

151,907,632

450,100

152,357,732

1,500

3

That Andrew Wignall be removed from the office of director of the Company

151,877,387

480,345

152,357,732

1,500

4

That Trevor Hunt be appointed as a director of the Company

151,907,632

450,100

152,357,732

1,500

5

That Alexander Borrelli be appointed as a director of 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 Limited

IAF Corporate Finance LLP

Prego International Limited

IAF Capital Limited

BNB Recruitment Solutions Plc

IAF Securities Limited

Berkeley Mineral Resources plc

Ablon Group Limited

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 £1 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 Limited

KIC Fund Managers (Guernsey) 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 (C.I.) Limited

Golden Gate Real Estate Co. Limited

Carne Global AIFM Solutions (C.I.) Limited

Merebis Master Fund Limited

Chenavari Capital Solutions Limited

Merebis International Fund Limited

Ems Capital Limited

Merebis Capital Management (Jersey) Limited

Harewood Structured Investment PCC Limited

Class Solutions Limited

KIC Global Strategy Fund Limited

Ukrane Liberty Fund Limited

KW Investment Management Ltd

Ruffer International Funds Limited

GCP Infrastructure Asset Holdings Limited

SIPP Residential Income Choice PCC Limited

GCP Infrastructure Investments Limited

CFIM Off Shore Funds Limited

GCP Sovereign Infrastructure Debt Limited

GEM Capital Diamond Fund 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) Limited

Wellington Partners Management 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
 
 
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