BLACK SEA PROPERTY FUND LTD. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor or other independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (as amended), or if you are in a country outside the UK, another appropriately authorised independent financial adviser.
If you have sold or transferred all your Shares you should hand this Document together with the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you have sold or transferred only part of your holding in Shares in the Company, you should retain these Documents.
The distribution of this Document in jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictions. In particular, this Document should not be forwarded or transmitted in or into the United States, Canada, Australia, South Africa, Japan, any member of the European Economic Area (other than the UK) or any other jurisdiction where it would be illegal to do so. The Shares have not been, nor will the Shares be, registered under the United States Securities Act 1933 (as amended) or under any of the relevant securities laws of any state of the United States or of Canada, Australia, South Africa, Japan or any member of the European Economic Area.
(A company incorporated in Jersey with registration number 89392)
-
Winding up the Company
OR - Continuing as a property investing company and
Your attention is drawn to the letter from the Chairman of The Black Sea Property Fund Limited set out on pages 6 to 11 of this Document. The Extraordinary General Meeting has been convened by the Directors for the purpose of considering the proposals set out in this Document.
Notice of an Extraordinary General Meeting of The Black Sea Property Fund Limited to be held at 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR, Channel Islands at 10.00 a.m. on 4 March 2016 is set out at the end of this Document. The enclosed Form of Proxy should, to be valid, be completed and returned in accordance with the instructions printed on it to Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL so as to be received by 10.00 a.m. on 2 March 2016 or 48 hours before any adjourned meeting. Completion and return of the Form of Proxy will not preclude a Shareholder from attending in person and voting at the Extraordinary General Meeting.
The Company and Directors, whose names appear on page 5 of this document, accept responsibility for all the information contained in this document. To the best of the knowledge and belief of the Company and Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with this document, no person is authorised to give any information or make any representation other than as contained in this document and, if given or made, any such information or representation must not be relied upon as having been authorised.
Copies of this Document will be available free of charge from the Company's registered office, at 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR, Channel Islands during normal business hours and a copy is available on the website of The Black Sea Property Fund Limited at www.blackseapropertyfund.com.
Page
Expected timetable of principal events 2
Definitions 3
Part I - Letter from the Chairman of The Black Sea Property Fund Limited 6
Part II - Notice of the Extraordinary General Meeting 12
Publication of this Circular 9 February
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 2 March
Extraordinary General Meeting 10.00 a.m. on 4 March
Each of the times and dates in the above timetable is subject to change.
DEFINITIONSThe following definitions apply throughout this Circular unless the context requires otherwise:
"AG Capital" AG Capital AD, a company registered in Bulgaria with Unified Identification Code 103225551
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the rules for companies whose securities are admitted to trading on AIM as published by the London Stock Exchange from time to time
"Board" or "Directors" the directors of the Company at the date of this Document whose names are set out on page 6 of this Document
"BLD Asset Management"" BLD Asset Management EOOD, registered with the Bulgarian Commercial Register under number 201231033, with registered address: 47A Tsarigradsko Shosse Blvd., fl. 3, 1124 Sofia,
Bulgaria
"Company" The Black Sea Property Fund Limited, a company incorporated in Jersey with registration number 89392
"Current Issued Share Capital" The 2 Founder Shares and the 365,112,896
Shares of no par value currently in issue by the Company
"EGM" or "Extraordinary General Meeting" the Extraordinary General Meeting of
Shareholders to be held at 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR, Channel Islands at 10.00 a.m. on 4 March 2016 and including any adjournment thereof
"FCA" Financial Conduct Authority
"Form of Proxy" the form of proxy accompanying this Document for use at the Extraordinary General Meeting
"Fund" a collective investment fund as regulated by the JFSC
"Investing Policy" the Company's investing policy as set out in paragraph 3 of this document
"Investment Advisor"
"Investment Advisory Agreement"
BLD Asset Management or any other investment adviser to the Company from time to time.
the investment advisory agreement between the Company and BLD Asset Management
"ISDX" ICAP Securities & Derivatives Exchange Limited
"ISDX Growth Market" the primary market for unlisted securities operated by ISDX
"JFSC" the Jersey Financial Services Commission
"Law" the Companies (Jersey) Law 1991 and subordinate legislation made thereunder and every modification and re-enactment thereof for the time being in force
"London Stock Exchange" London Stock Exchange plc
"Mamferay Holdings" Mamferay Holdings Limited, a company registered in Cyprus with company number HE 329924 and 100% owned by AG Capital
"Official List" the Official List of the UKLA
"Property Portfolio" the portfolio of properties and property investments held by the Company from time-to- time
"Shares" The participating shares of no par value in the share capital of the Company
"Shareholders" registered holders of Shares
"UKLA" the FCA acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 (as amended)
The Black Sea Property Fund Ltd. issued this content on 10 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 10 February 2016 23:37:20 UTC
Original Document: http://www.blackseapropertyfund.com/html/announcements/bspf_circular_final_and_egm_notice_2016_02_10.pdf
