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Black Sea Property AS

Share Issue/Capital Change Feb 27, 2017

3559_rns_2017-02-27_1ed78213-4f49-4118-8ee7-6815ece86ec3.html

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

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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