TIDMBSP
RNS Number : 2226M
Black Sea Property PLC
12 September 2023
12 September 2023
Notice of Annual General Meeting
BLACK SEA PROPERTY PLC
Notice is hereby given that the Annual General Meeting of Black
Sea Property Plc (the "Company") will be held at 6th floor, Victory
House, Prospect Hill, Douglas IM1 1EQ, Isle of Man on 4 October
2023 at 10.30 a.m. for the following purposes:
ORDINARY BUSINESS
To consider and, if thought fit, to pass the following
resolutions which will be proposed as ordinary resolutions:
Resolution To receive and adopt the audited accounts of the Company
1. for the year ended 31 December 20 2 2 together with
the Directors' and Auditor's reports thereon.
Resolution To re-appoint Grant Thornton as Auditors to the Company
2. and to authorise the Directors to determine the Auditors'
remuneration.
Resolution To re-appoint Miroslav Georgiev as a Director who retires
3 . in accordance with Article 78 at the commencement of
the 2023 Annual General Meeting and submits himself
for immediate reappointment to the board.
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following
resolutions which will be proposed as special resolutions:
Resolution 4. Resolution To receive and adopt the audited accounts of the Company
4. for the year ended 31 December 20 2 2 together with
the Directors' and Auditor's reports thereon.
To authorise the issue (for cash or non-cash consideration)
by the directors of:
i) ordinary shares to a maximum aggregate value of
up to EUR28,000,000, to enable the conversion of any
outstanding Loan Notes issued by the Company and otherwise
to raise funds to satisfy the balance of the consideration
to complete the acquisition of Grand Hotel Varna AD;
and
ii) ordinary shares to a maximum aggregate value of
up to EUR5,200,000.
This authority requires renewal every five years.
Resolution 5. Resolution To authorise the dis-application of pre-emption rights
5. on ordinary shares:
i) to a maximum aggregate value of up to EUR28,000,000,
to enable the conversion of any outstanding Loan Notes
issued by the Company and otherwise to raise funds
to satisfy the balance of the consideration to complete
the acquisition of Grand Hotel Varna AD; and
ii) ordinary shares to a maximum aggregate value of
up to EUR5,200,000.
This authority requires renewal every fifteen months.
The Directors of the issuer accept responsibility for the
contents of this announcement.
For further information, please visit
www.blackseapropertyplc.com or contact the following:
BLACK SEA PROPERTY PLC simon.hudd@d3acap.com
Simon Hudd - Chairman
PETERHOUSE CAPITAL LIMITED
AQSE Corporate Adviser
Heena Karani and Duncan Vasey +44 (0) 207 469 0930
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
BLACK SEA PROPERTY PLC
(a company incorporated in the Isle of Man with registered
number 013712V)
FORM OF PROXY
To be used for the Annual General Meeting of the Company to be
held at the offices of held at 6(th) Floor, Victory House, Prospect
Hill, Douglas IM1 1EQ, Isle of Man on 4 October 2023 at 10.30
a.m.
I/We _______________________________________(1) of _______________________
____________________________________________________________________(1)
being member(s) of the above- named Company, hereby appoint
the Chairman
of the Meeting or _____________________________________ (2)
of
_____________________________________________________________________________
as my/our proxy
to vote on my/our behalf at the Annual General Meeting of the
Company to be held on 4 October 2023 at 10.30 a.m. and at any
adjournment thereof.
I/We direct my/our proxy to vote in respect of the Resolutions
to be proposed at such Annual General Meeting in the following
manner (3):-
ORDINARY BUSINESS FOR AGAINST ABSTAIN
To receive and adopt the audited accounts
of the Company for the year ended 31
December 20 2 2 together with the Directors'
and Auditor's reports thereon.
---- -------- --------
To re-appoint Grant Thornton as Auditors
to the Company and to authorise the Directors
to determine the Auditors' remuneration.
---- -------- --------
To re-appoint Miroslav Georgiev as a
Director who retires in accordance with
Article 78 at the commencement of the
2023 Annual General Meeting and submits
herself for immediate reappointment to
the board.
---- -------- --------
FOR AGAINST ABSTAIN
SPECIAL BUSINESS
---- -------- --------
To authorise the issue (for cash or non-cash
consideration) by the directors of:
i) ordinary shares to a maximum aggregate
value of up to EUR28,000,000, to enable
the conversion of any outstanding Loan
Notes issued by the Company and otherwise
to raise funds to satisfy the balance
of the consideration to complete the
acquisition of Grand Hotel Varna AD;
and
ii) ordinary shares to a maximum aggregate
value of up to EUR5,200,000.
This authority will require renewal every
five years.
---- -------- --------
To authorise the dis-application of pre-emption
rights on ordinary shares:
i) to a maximum aggregate value of up
to EUR28,000,000, to enable the conversion
of any outstanding Loan Notes issued
by the Company and otherwise to raise
funds to satisfy the balance of the consideration
to complete the acquisition of Grand
Hotel Varna AD; and
i) ordinary shares to a maximum aggregate
value of up to EUR5,200,000.
This authority requires renewal every
fifteen months
---- -------- --------
Dated: 2023
Signature_________________________________
NOTES:
1 Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
The name of all joint holders should be stated.
2 If you wish to appoint a person other than the Chairman of the
above Meeting as your proxy please delete the words "the Chairman
of the Meeting" and print the name and address of the person you
wish to appoint in the space provided.
3 Please indicate with a "X" in the appropriate space beside the
resolution how you wish your proxy to vote on your behalf on a
poll. Except as otherwise instructed, your proxy will exercise his
discretion as to how he votes or whether he abstains from
voting.
4 This form of proxy must be signed by the member or his
attorney duly authorised in writing, or if the appointer is a
corporation the form of proxy must be executed under the hand of an
officer of the corporation duly authorised on their behalf.
5 A member entitled to attend and vote is entitled to appoint
one or more parties to attend and, on a poll, to vote instead of
him. A proxy need not also be a member. In the case of joint
holders, if more than one such joint holder is present, only the
person whose name stands first in the Register of Members of the
Company in respect of the relevant joint holding will be entitled
to vote, 6th floor, Victory House, Prospect Hill, Douglas IM1 1EQ,
Isle of Man (Attn: Angela Faragher) email Angela.Faragher@crowe.im
no later than 48 hours before the time appointed for holding the
above Meeting together with the power of attorney or other
authority (if any) under which it is signed, or a notarially
certified copy of such power or authority.
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END
NEXNKBBQABKDCCD
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September 12, 2023 12:49 ET (16:49 GMT)
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