TIDMBKSA
RNS Number : 7732I
Black Sea Property Fund Limited
30 March 2015
The Black Sea Property Fund Limited
("Black Sea" or the "Company")
Final Results for the year ended 31 December 2014
Change of Adviser
Change of Registered Office
The Black Sea Property Fund Limited is pleased to announce its
audited annual results for the year ended 31 December 2014.
The Annual Report and Consolidated Financial Statements are
being circulated to shareholders and will be available shortly on
the company's website at www.blackseapropertyfund.com.
In addition, the Company has appointed Vistra Fund Services
Limited to act as administrator and secretary to the Company, and
approved the change of its registered office to 4th Floor, St
Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR.
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
Chairman's Statement
As your new Chairman, I am pleased to present the financial
statements of the Company for the year ended 31 December 2014.
Following the realisation of the Company's remaining assets, the
net asset value as at 31 December 2014 was GBP187,925 or 0.1 pence
per share (2013: GBP3,153,942 or 1.5 pence per share).
I was appointed to the Board on 12 December 2014, together with
Trevor Hunt, joining Antony Gardner-Hillman and replacing John
Chapman, Stephen Coe and Andrew Wignall. These Board changes
succeeded the Extraordinary General Meeting held on that date when
shareholders voted overwhelmingly in favour of the two new
directors in place of the three former directors in order for the
new Board to be able to pursue the adoption of a new investing
policy extending the life of the Company and the raising of new
funds for investment in the Bulgarian real estate market. The new
Board's proposals are subject to the approval of the Jersey
Financial Services Commission (JFSC).
During the year, the then Board pursued the Company's stated
strategy of selling assets and returning excess cash to
shareholders. The Company's life had previously been extended by 24
months to 30 June 2014 which the Board had considered was optimal
for asset realisation on the best terms and by such means as it
considered to be reasonably achievable, with the view to
liquidating as much as possible of the assets of the Company by 31
December 2014 and then proposing its winding up.
On 3 June 2014, the Board announced a return of capital from the
sale proceeds of the Evergreen land and remaining units at Obzor
amounting to approximately GBP2,365,553 or 1.11 pence per share to
shareholders. The Board also announced on that date completion of
the sale of the Byala land for net proceeds of approximately
EUR850,000 and, on 16 July 2014, the Board announced the sale of
the Company's last remaining asset, the Borovets land, for net
proceeds of EUR125,000. On 22 July 2014, the Board announced a
final return of capital of GBP319,669 or 0.15 pence per share to
shareholders and that shareholders should not expect any further
returns of capital. At that time, the Board expected to put to
shareholders a special resolution for the winding up or other
ultimate disposition of the Company.
During the year, the composition of the shareholder base had
changed substantially and three significant new investors joined
the shareholder register following share acquisitions, including AG
Capital AD through Mamferay Holdings Limited which holds 28.54% of
the issued share capital. On 3 November 2014, the Company announced
that it had received a requisition for an extraordinary general
meeting from Fitel Nominees Limited, the nominee for Mamferay
Holdings Limited, to remove three directors and appoint Trevor Hunt
and myself as new directors. This followed AG Capital AD having
informed the Company that it opposed the proposal to wind up the
Company and instead wanted the Company to continue in business and
to retain its AIM quotation.
Following the Extraordinary General Meeting on 12 December 2014,
the Board announced the appointment of Cairn Financial Advisers LLP
as nominated adviser and Peterhouse Corporate Finance as sole
broker and its intention to appoint AG Capital AD as investment
adviser subject to the agreement of terms and the approval of the
JFSC.
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. In January
2015, the Board with its advisers was able to inspect a number of
potential acquisition opportunities in and around Sofia and, as a
result, is confident that the Company will be able to make
appropriate investments when funds are raised.
The Company was pleased to announce on 3 February 2015 the
appointment as a non-executive director of Yordan Naydenov, a
Bulgarian lawyer who is a partner of Boyanov & Co in Sofia
where he heads the Corporate and M&A practice group.
I believe that the Board now has the requisite skills and
expertise for the successful development of the Company.
A circular was released on 13 March 2015 detailing the proposals
for our new investing policy and the raising of funds for
investment in the Bulgarian real estate market. An EGM has been
scheduled for 10 April 2015 to discuss the proposals to be
implemented in sufficient time to avoid the shares being suspended
from trading on AIM.
Alex Borrelli
Chairman
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
2014 2013
Notes GBP GBP
Total revenue
Gain on disposal of held 573,928 -
for sale assets
Gain on disposal of investment
property - 287,969
Loss on revaluation of investment
property - (487,099)
---------- ------------
Total gain/(loss) on investment 573,928 (199,130)
---------- ------------
Operating expenses
Impairment of available for
sale assets - (412,953)
Other operating expenses (689,838) (691,923)
Foreign exchange losses (5,864) (1,077)
Total operating expenses (695,702) (1,105,953)
---------- ------------
Operating loss before interest
and tax (121,774) (1,305,083)
Bank interest receivable 20,997 62,164
Bank charges and interest
payable (2,343) (2,635)
Loss before tax (103,120) (1,245,554)
Tax expense - (102,214)
Loss from continuing operations (103,120) (1,347,768)
Profit/(loss) from discontinued
operations 18,257 (56,942)
Loss for the year after tax (84,863) (1,404,710)
Other comprehensive income
Items that may be reclassified
to profit or loss
(Losses)/gains on translation
of foreign operations (195,932) 113,547
Recycle of cumulative losses (432,250) -
in foreign exchange reserve
for discontinued operations
Total comprehensive loss
for the year (713,045) (1,291,163)
========== ============
Loss per share
Basic and diluted loss per
share (pence) 3 (0.04) (0.66)
All losses for the year and total comprehensive income are
attributable to the owners of the Company.
Consolidated Statement of Financial Position
As at 31 December 2014
31 December 31 December
2014 2013
Notes GBP GBP
Non-current assets
Plant and equipment - -
Investment properties - -
Available for sale assets - -
- -
Current assets
Other receivables 20,283 35,062
Cash and cash equivalents 220,424 1,659,042
Assets in disposal group
classified as held for
sale - 1,606,548
240,707 3,300,652
------------- -------------
Total assets 240,707 3,300,652
============= =============
Equity and liabilities
Issued share capital 2 46,478,064 46,478,064
Retained deficit (44,984,125) (41,781,790)
Foreign exchange reserve (1,306,014) (1,542,332)
Total equity 187,925 3,153,942
Liabilities
Other payables 52,782 44,496
Tax payable - 102,214
52,782 146,710
------------- -------------
Total equity and liabilities 240,707 3,300,652
============= =============
Number of ordinary shares
in issue 2 213,112,896 213,112,896
Net asset value per ordinary
share (pence) 3 0.1 1.5
The financial statements were approved and authorised for issue
by the Board on 27 March 2015.
Consolidated Statement of Changes in Equity
Available
Foreign for
Share Retained exchange sale
capital deficit reserve reserve Total
GBP GBP GBP GBP GBP
At 1 January 2014 46,478,064 (41,781,790) (1,542,332) - 3,153,942
Loss for the year - (84,863) - - (84,863)
Other comprehensive
income - - (195,932) - (195,932)
Recycle of cumulative
losses in foreign
exchange reserve
for discontinued
operations (432,250) 432,250 -
Dividends paid
in year - (2,685,222) - - (2,685,222)
At 31 December
2013 46,478,064 (44,984,125) (1,306,014) - 187,925
=========== ============= ============ ========== ============
At 1 January 2013 46,478,064 (40,377,080) (1,655,879) - 4,445,105
Loss for the year - (1,404,710) - - (1,404,710)
Other comprehensive
income - - 113,547 - 113,547
At 31 December
2014 46,478,064 (41,781,790) (1,542,332) - 3,153,942
=========== ============= ============ ========== ============
Consolidated Statement of Cashflows
31 December 31 December
2014 2013
Notes GBP GBP
Operating activities
Loss from continuing operations (103,120) (1,347,768)
Profit/(loss) from discontinued
operations 18,257 (56,942)
Gain on disposal of investment
property (573,928) (287,969)
(Gain)/loss on revaluation
of investment property - 487,099
(Gain)/loss in fair value
of available for sale assets - 412,953
Foreign exchange (gains)/losses 5,864 1,077
Interest received (20,997) (62,164)
Finance expense 2,343 2,635
Tax expense - 102,214
Movement in net cash outflow
from operating activities (671,581) (748,865)
Decrease in other receivables 14,779 16,415
Increase in other payables 8,286 2,059
Net cash outflow from operating
activities (648,516) (730,391)
Withholding tax paid (101,695) -
Net cash outflow from operating
activities (750,211) (730,391)
Investing activities
Proceeds on disposal of 1,123,412 -
subsidiaries
Proceeds on disposal of
investment property - 674,608
Cash received on available
for sale assets - 114,657
Cash received on held for 900,106 -
sale assets
Net cash inflow from investing
activities 2,023,518 789,265
Financing activities
Interest received 20,997 1,855
Interest paid (2,343) (2,635)
Special dividend 4 (2,685,222) -
Net cash outflow from financing
activities (2,666,568) (780)
Net (decrease)/increase
in cash and cash equivalents (1,393,261) 58,094
Cash and cash equivalents
at beginning of year 1,659,042 1,575,280
Effect of foreign exchange
rates (45,357) 25,668
Cash and cash equivalents
at end of year 220,424 1,659,042
============ ============
Notes to the Consolidated Financial Statements
1. Accounting policies
(a) Basis of preparation
The consolidated financial statements of the Company for the
year ended 31 December 2014 comprise the financial statements of
the Company and its subsidiaries (together, the "Group") and have
been prepared in accordance with International Financial Reporting
Standards ("IFRS"); endorsed for use in the European Union.
The Black Sea Property Fund Limited is incorporated in Jersey
with company number 89392 and registered office located at 1
Waverley Place, Union Street, St Helier, Jersey, Channel Islands,
JE1 1SG.
(b) Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 December each year. All companies
within the Group have a 31 December year end and apply consistent
accounting policies. Control exists when the Company is exposed to,
or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date
that control commences up to the date that control ceases. All
intra group balances, income and expenses and unrealised gains and
losses resulting from intra-group transactions are eliminated in
full. Assets and liabilities of subsidiaries denominated in foreign
currencies are translated at the closing rate at the reporting
date. Profit or loss amounts are translated at an average rate.
Differences are taken directly to foreign currency translation
differences in equity.
(c) Going concern
On 28 June 2012 a special resolution was passed at the AGM which
authorised the Directors to pursue a strategy of asset realisation
on the best terms and by such means as they consider to be
reasonably achievable, with the view to liquidating as much as
possible of the assets of the Company and then proposing to the
Members not later than 30 June 2014 a resolution (which will be
proposed as a special resolution) that a liquidator be appointed
and the Company be wound up.
Following the change of the management of the Group, as approved
at the Extraordinary General Meeting ("EGM") held on 12 December
2014, it is the intention of the Group to pursue real estate
investment in the Black Sea region.
An EGM of the shareholders has been convened to be held on
10(th) April 2015 in order to consider either delisting and winding
up the Company (the "Wind Up Resolutions"), or to extend the life
of the Company by approximately six years and nine months, to
appoint an Investment Advisor, to enable the Directors to issue new
Participating Shares and to adopt an investing policy (the
"Continuation Resolutions").
The directors are confident that the Wind Up Resolutions will be
rejected and the Continuation Resolutions will be passed at the
EGM. Shareholders representing 28.54 per cent of the current issued
Participating Shares have signed irrevocable undertakings to vote
against the Wind Up Resolutions to delist and wind up the Company
and to vote in favour of the Continuation Resolutions.
If the Continuation Resolutions are passed the Company will need
to raise funds to provide sufficient working capital to fulfil the
investing policy. The Company proposes to achieve this through the
issue of new Participating Shares by way of a subscription or
placing as soon as practical following conclusion of the EGM. There
can be no guarantee that any such proposed subscription or placing
will be successful.
In the event that the Wind Up Resolutions are passed the Company
is of the opinion that the Company has sufficient capital available
to meet the obligations of the wind up process. The directors do
not believe that any adjustments would need to be made to the
financial statements should the Wind Up Resolutions be passed.
As at 31 December 2014, the Board is of the opinion that the
Company holds sufficient liquid assets to fund its operating
expenses for the coming 12 month period. On 29 January 2015, the
Company entered into a loan agreement with Mamferay Holdings
Limited for a facility of up to GBP350,000 with a one year term.
The purpose of the loan facility is to fund the running costs of
the Company.
Accordingly, the directors, at the time of approving the
financial statements, are confident that the Company and the Group
have adequate resources to continue in operational existence for
the foreseeable future. Thus they continue to adopt the going
concern basis of accounting in preparing the financial
statements.
2. Issued share capital
2014 2013
Authorised: Number Number
Founder shares of no par value 10 10
Ordinary shares of no par value Unlimited Unlimited
Issued and fully paid: GBP GBP
2 founder shares of no par value - -
----------- -----------
213,112,896 (2011: 213,112,896)
ordinary shares of no par value 46,478,064 46,478,064
=========== ===========
There was no movement in stated capital during the year or prior
year.
Founder shares are not eligible for participation in Group
investments and carry no voting rights at general meetings of the
Company.
Capital management
The Directors consider capital to be the net assets of the
Group.
In accordance with the resolution passed at the annual general
meeting held on 28 June 2012, any proceeds of sale of the property
portfolio will be returned to shareholders as determined by the
Board and distributions may be made by way of a dividend or a
redemption or repurchase of ordinary shares, at the Board of
Directors' discretion.
3. Profit and Net Asset Value per share
The loss per ordinary share of 0.04 pence (2013: loss of 0.66
pence) is based on the loss for the year of GBP84,863 (2013 loss:
GBP1,404,710) and on the weighted average number of ordinary shares
in issue of 213,112,896 (2013: 213,112,896).
There is no difference between diluted and undiluted earnings
per share.
The net asset value per ordinary share of 0.1 pence (2013: 1.5
pence) is based on the net assets attributable to ordinary
shareholders, divided by 213,112,896 (2013: 213,112,896) being the
number of outstanding ordinary shares in issue at the year end.
4. Special dividend
On 18 June 2014 and 5 August 2014, the Company paid special
dividends to ordinary shareholders of GBP2,365,553 or 1.11 pence
per share and GBP319,669 or 0.15 pence per share (2013: GBPnil) in
accordance with Article 115 of Companies (Jersey) Law 1991.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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