THE BLACK SEA PROPERTY FUND LIMITED

For immediate release
12 December 2014

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:

Chairman’s Letter

 
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

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         +44 (0)7747 020600

Cairn Financial Advisers LLP
Nominated Adviser         +44 (0) 207 148 7900
Sandy Jamieson           

Peterhouse Corporate Finance Limited
Sole broker         +44 (0) 207 469 0930
Charles Goodfellow
Heena Karani