REG - Black Sea Property - Notice of AGM

Beijing Gas Blue Sky HoldingsAnnouncement

12/09/2023 19:00

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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 1.  To receive and adopt the audited accounts of the Company for the year ended 31
                December 2022 together with the Directors' and Auditor's reports thereon.
 Resolution 2.  To re-appoint Grant Thornton as Auditors to the Company and to authorise the
                Directors to determine the Auditors' remuneration.
 Resolution 3.  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
                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 for the year ended 31
 4.                                                                              December 2022 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
                                                                                 €28,000,000, 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 €5,200,000.

                                                                                 This authority requires renewal every five years.
 Resolution 5.                           Resolution                              To authorise the dis-application of pre-emption rights on ordinary shares:
 5.

                                                                                 i)           to a maximum aggregate value of up to €28,000,000, 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 €5,200,000.

                                                                                 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
(http://www.blackseapropertyplc.com) or contact the following:

 

 

 BLACK SEA PROPERTY PLC          simon.hudd@d3acap.com (mailto:simon.hudd@d3acap.com)

 Simon Hudd -  Chairman

 PETERHOUSE CAPITAL LIMITED      +44 (0) 207 469 0930

 AQSE Corporate Adviser

 Heena Karani and Duncan Vasey

 

 

 

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 2022 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 €28,000,000, 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 €5,200,000.

 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 €28,000,000, 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 €5,200,000.

 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
(mailto: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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