Share Issue/Capital Change • Feb 27, 2017
Share Issue/Capital Change
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BLACK SEA PROPERTY AS - LAUNCH OF NOK 22.5 MILLION RIGHTS ISSUE WITH NOK 12.3 MILLION IN PRE-COMMITTED SUBSCRIPTIONS - CALL FOR EXTRAORDINARY GENERAL MEETING
Reference is made to earlier stock exchange announcements
from Black Sea Property AS ("BSP" or the "Company")
regarding the Company's funding need.
Having completed an evaluation of various alternatives, the
board of directors (the "Board") proposes to carry out a
rights issue with gross proceeds of up to NOK 22,500,000,
with pre-emptive rights for existing shareholders
(the "Rights Issue").
The Rights Issue will consist of an offering of up to
32,142,857 new shares in the Company (the "Offer Shares"),
each at a subscription price of NOK 0.70. Existing
shareholders of the Company as of 8 March 2017, as
registered in the VPS as of 10 March 2017 (the "Record
Date"), will be granted 1.0714 non-tradable subscription
rights per share in the Company registered held as of the
Record Date. Each subscription right will give the holder a
right to subscribe for and be allocated one (1) Offer Share
in the Rights Issue. Over-subscription will be permitted.
Subscription without subscription rights will not be
permitted. Further details about the Rights Issue will be
provided in connection with the commencement of the
subscription period for the Rights Issue (see timeline
below).
In order to ensure minimum gross proceeds of approximately
NOK 10.6 million from the Rights Issue, certain major
shareholders, including all of the Board members, of the
Company representing 47.25% of the Company's total
outstanding shares and votes has irrevocably committed to
vote in favour of the Rights Issue and to subscribe for
their pro rata share of the Rights Issue. In addition, the
same shareholders has applied for additional Offer Shares in
an amount of approximately NOK 1.7 million. These
shareholders will not receive any fees for their commitments
to subscribe for Offer Shares.
The Board is very satisfied that major shareholders express
their continued faith in the Company and the Aheloy Beach
Resort project by committing to subscribe for NOK 12.3
million in the Rights Issue. A successful completion of the
Rights Issue will allow the Company to maintain good
progress with the construction works and development of the
Aheloy Beach Resort.
In order to resolve the Rights Issue, the Board has decided
to call for an extraordinary general meeting (the "EGM") to
be held on 8 March 2017. The notice of the EGM is attached
to this stock exchange notice and will also be distributed
directly to the shareholders. Completion of the Rights Issue
is subject to shareholders' approval at the EGM.
As a consequence of the grant of subscription rights to
existing shareholders, the shares in the Company will trade
exclusive of the right to receive subscription from and
including 9 March 2017 for trades subject to ordinary T+2
settlement in the VPS.
Below is an indicative time table for the Rights Issue:
8 March 2017: EGM to resolve the Rights Issue
8 March 2017: Last day of trading in the Company's shares
inclusive of the right to participate in the Rights Issue.
9 March 2017: First day of trading in the Company's shares
exclusive of the right to participate in the Rights Issue.
10 March 2017: Record Date for determining the right to
receive subscription rights, at which the VPS shareholders'
register for trades with ordinary settlement in the VPS
(T+2) will show shareholders of the Company as per the end
of trading on 8 March 2017.
13 March 2017: First day of the subscription period in the
Rights Issue.
27 March 2017: Last day of the subscription period in the
Rights Issue.
On or about 28 March 2017: Allocation of Offer Shares.
On or about 3 April 2017: Payment date for allocated Offer
Shares.
On or about 5 April 2017: Registration of the share capital
increase pertaining to the Rights Issue in the Norwegian
Register of Business Enterprises.
On or about 6 April 2017: Delivery of Offer Shares to
subscribers having been allocated Offer Shares.
On or about 6 April 2017: Listing of the Offer Shares on
Merkur Market.
For further information, please contact:
Egil Melkevik, Chairman
Tel: +47 90 77 09 76
E-mail: [email protected]
About Black Sea Property AS:
Black Sea Property AS is a real estate company with holdings
in a real estate project on the Black Sea
coast called Aheloy Beach Resort. Aheloy Beach Resort is a
partially-completed project and will upon
completion comprise over 1,000 apartments as well as
significant commercial space. Black Sea Property AS owns
indirectly 75% of the project. Black Sea Property AS will
work to finalize Aheloy Beach Resort, to realize the
project's added value through the sale of residential units
and hotel operations.
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