This website was last updated on 03 April 2017.
Black Sea Property PLC seeks to generate capital gains through the development, financing and sale of property in Bulgaria, including the prime areas of Bulgaria’s Black Sea coast, the ski resorts and the capital, Sofia.
The Board is seeking to create a diverse portfolio of opportunistic and value-added Bulgarian real estate assets, including development land, partially completed construction projects and completed buildings. The portfolio may comprise direct holdings of real estate assets, as well as investments in collective investment vehicles, direct and indirect investments and co-investments in distressed companies holding real estate and real estate assets that need restructuring and further financing, and controlling and non-controlling stakes in real estate companies listed on regulated stock exchanges invested primarily in Bulgaria. The focus will be Bulgaria but exceptionally the Board may look at real estate opportunities and investments in neighbouring countries. The Board will strive to build a portfolio in order to maximise value for its Shareholders.
The Board will seek to invest in the following real estate opportunities:
- Distressed residential projects, primarily in the largest cities in Bulgaria – Sofia, Plovdiv, Varna and Burgas, which are either completed or close to completion and capable of generating sales revenue within 12 months from the initial investment;
- Commercial buildings, primarily in Sofia, with opportunities to improve occupancy through active asset management: for example, renovation, remodeling, remarketing, operational management and optimisation of cost structure;
- Hotels and holiday homes with opportunities to improve operations and cost structure; and
- Investments in distressed companies and assets that need restructuring and further financing, capable of offering a high growth potential.The targeted size of each individual investment is anticipated to be in the range 5-20 per cent of the overall funds under management. The Company intends to use gearing levels of up to 70 per cent loan to value when acquiring real estate assets. Except in the event of a reverse takeover, the proposed asset allocation of the respective types of direct and/or indirect real estate investment averaged on a fully invested basis is:
- 40 – 60 per cent of funds to be invested in residential projects of a minimum lot size of 20 units;
- 20 – 40 per cent of funds to be invested in commercial property with a minimum gross lettable area of 2,000 per square metre; and
- 10 – 30 per cent of funds to be invested in apartments hotels and holiday homes, each investment with a minimum of 20 rooms or units.
Initially, the Board’s focus will be seeking companies where there may be a number of opportunities to acquire interests in undervalued properties. The Company may be both an active and a passive investor depending on the nature of the individual investments. The Board will place no minimum or maximum limit on the length of time that any property/investment may be held. The Board intends to retain sufficient cash resources for prudent management of the Company’s working capital requirements.The Board will however ensure that any investments meet criteria designed to mitigate risks. There will be no limit on the number of properties or investments into which the Company may invest, and the Company’s financial resources may be invested in a number of propositions or in just one investment. The Board believes that the status of the Company as a property investment company will enable it to fund real estate investments or acquisitions using a mixture of cash, equity and/or debt and intends to actively monitor these investments.
The directors of the company are as follows:
- Michael Alexander Borrelli – Non-Executive Chairman
- Elena Fournadjieva– Executive Director
- Antony Gardner-Hillman – Non-Executive Director
- Yordan Naydenov – Non-Executive Director
Michael Alexander Borrelli – Non-Executive Chairman
Mr Borrelli, aged 60, qualified as a Chartered Accountant with Deloitte, Haskins & Sells, London in 1982. He then moved into investment banking and has acted on a wide variety of corporate transactions in a senior role for over 20 years, including flotations, takeovers, and mergers and acquisitions for private and quoted companies. Mr Borrelli was chairman of Ablon Group Limited, a real estate group with a portfolio valuation of circa €400 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 the Chairman and Chief Executive of BMR Group PLC, a company listed on the AIM market of the London Stock Exchange.
Elena Fournadjieva – Executive Director
Ms Fournadjieva, aged 51, is a Bulgarian national and has a Masters Degree in Russian Philology from Sofia University, Bulgaria and a Masters Degree in Law from Veliko Tarnovo University, Bulgaria. Ms Fournadjieva worked from 1993 to 2006 as a Senior Administrative Assistant for the European Bank for Reconstruction and Development. From 2006 – 2009, Ms Fournadjieva was the Head of Legal and the Administrative department of East Balkan Properties PLC (formerly Equest Balkan Properties PLC). East Balkan Properties PLC was previously an AIM listed property fund with investments in Bulgaria, Romania, Macedonia and Serbia. Since 2006, Ms Fournadjieva has provided investment fund management and administration services for Trans Balkan Investment LTD (formerly Equest Investment Balkans PLC). In addition, Ms Fournadjieva is the sole owner of Lexington Management Services EOOD. Lexington EOOD’s main activity is the provision of corporate services.
Antony Royston Gardner-Hillman – Non-Executive Director
Mr Gardner-Hillman, aged 59, is a solicitor of the Senior Courts of England and Wales. He has worked full-time as an independent director since 2007, the year in which he joined the board of the Company and, in the course of his career as an independent director, he has built extensive experience of working with publicly-traded companies owning varied assets in different jurisdictions. He offers the Company’s board continuity and a knowledge of past events, as well as his public company governance and legal experience.
Mr Gardner-Hillman was a founding shareholder of the Jersey Trust Company group in 1987. He resigned as non-executive group chairman of Jersey Trust Company and disposed of his remaining shareholding in the group holding company in February 2008. He was a partner of Crills, a Jersey law firm, from January 1987 until May 2002. Currently, Mr Gardner-Hillman is also on the board of the following quoted companies: Cambium Global Timberland Limited (AIM, Chairman), Bellzone Mining PLC (AIM), BMR Group PLC (AIM), NAXS AB (Nasdaq, Stockholm) and The Ottoman Fund Limited (AIM).
Yordan Naydenov Naydenov – Non-Executive Director
Mr Naydenov, aged 47, is a resident of the Republic of Bulgaria and is a fully qualified Bulgarian lawyer with more than 20 years of experience. He is a partner with the law firm Boyanov & Co, Sofia, where he is head of the Corporate and the M & A practice group. His areas of speciality include corporate law, financial markets, mergers and acquisitions and bankruptcy. Mr. Naydenov has provided services to, and has previously represented clients on the boards of, various Bulgarian companies. In addition, Mr Naydenov has advised on real estate related transactions throughout his career.
Description of the responsibilities
The Board is responsible for supervising the Manager and for the overall investment activities of the Fund.
The Directors recognise the importance of sound corporate governance, whilst taking into account the size and nature of the company. The Directors intend to comply with the principles of the Combined Code in so far as possible and appropriate give the company’s size and the constitution of the Board.
Details of any sub-committees and responsibilities
The Board has established an audit committee. The Audit Committee determines the terms of engagement of the company’s auditors and determines, in consultation with the auditors, the scope of the audit.
Originally domiciled in Jersey, the Company was re-domiciled to the Isle of Man with effect from 20 July 2016 and continues under the Isle of Man Companies Act 2006 with the name Black Sea Property PLC and with registered number 013712V. The Company operates as a close ended investment company for the purposes of the Isle of Man Collective Investment Schemes Act 2008 and the Isle of Man Collective Investment Schemes (Definition) Order 2008.
The Company was originally incorporated on 27 January 2005 with limited liability in Jersey under the Companies (Jersey) Law 1991, as a closed-ended investment company with registered number 89392 under the name of The Black Sea Property Fund Limited. Also with effect from re-domiciliation in the Isle of Man the limitation of the Company’s life to 31 December 2021, as determined under Jersey law, will no longer be applicable to the Company
Isle of Man,
The main country of operation is currently Bulgaria.
Details of any exchanges or trading platforms on which the company has applied or agreed to have its securities admitted or traded
An application for admission for the shares to be traded on ISDX Growth Market has been submitted. Dealings commenced on 31 August 2016.
As at 29 September 2016, the number of securities in issue is 365,807,896.
As at 31 December 2016, the significant shareholders of the company were as follows:
|Nomokanon – 2000 Ltd||106,126,806||29.06%|
|Compass Capital JSC||72,936,000||19.98%|
As the Company is not incorporated in the UK the rights of shareholders may be different from the rights of shareholders in a UK incorporated company
The Companies articles of association contain certain restrictions on the transfer of shares.
The relevant provision are articles 34&35, which can be found here
Black Sea Property PLC is subject to the UK City Code on Takeovers and Mergers
The Companies key advisers are as follows:
Auditors to the Company
55 Baker Street
Legal Adviser as to UK Law
Charles Russell Speechlys LLP
One London Square
Legal Adviser as to Isle of Man Law
DQ Advocates Ltd
5 Mount Pleasant
Isle of Man
Registered Agent and Administrator to the Company
FIM Capital Limited
Isle of Man, IM1 1AP
ISDX Corporate Adviser
Peterhouse Corporate Finance Limited
New Liverpool House
15-17 Eldon Street
Share Registrars Ltd
Suite E, First Floor
9 Lion and Lamb Yard
Surrey GU9 7LL
Share Registrars Ltd
Suite E, First Floor
9 Lion and Lamb Yard
Property Investment Adviser
AG Asset Management EOOD
47A Tsarigradsko Shosse Blvd, fl. 3,