This website was last updated on 26 November 2024.
Description of the business
Black Sea Property PLC seeks to generate capital gains through the development, financing and sale of property in Bulgaria, including the prime areas of Bulgaria’s Black Sea coast, the ski resorts and the capital, Sofia.
Media
| CITYAM Article | 31 October 2017 |
| NEX – Black Sea Property Plc | 06 November 2017 |
Property Investment
The UniCredit Building – The acquisition of the UniCredit Building was completed on 23rd October 2017. The building is on 1, Ivan Vazov Str. Sofia, which is a prime location in Sofia.
Camping Gradina
The acquisition of Camping Gradina was completed in January 2018.
Gradina is one of the oldest and most famous campsites on the southern part Bulgarian Black Sea Coast located between the towns of Chernomorets and Sozopol and offers accommodation by way of luxury bungalows, caravans, and tents.
The combination location, natural features, and excellent accommodation make it one of the most popular and sought after campsites in Bulgaria
Land Plots in Byala on the Black Sea Coast
The land consists of 23 plots situated in Byala which is a small town and seaside resort in Eastern Bulgaria, located on the picturesque Bulgarian Black Sea Coast in Varna Province, located between Varna and Burgas international airports. Vyala is famous for its thriving wine industry and for its sandy beaches, lagoons and crystal blue sea and it is fast developing as a tourist destination.
The Company plans to develop the land plots into a modern Glamping complex and luxury campsite.
Investment Strategy
The Board is seeking to create a diverse portfolio of opportunistic and value-added Bulgarian real estate assets, including development land, partially completed construction projects and completed buildings. The portfolio may comprise direct holdings of real estate assets, as well as investments in collective investment vehicles, direct and indirect investments and co-investments in distressed companies holding real estate and real estate assets that need restructuring and further financing, and controlling and non-controlling stakes in real estate companies listed on regulated stock exchanges invested primarily in Bulgaria. The focus will be Bulgaria but exceptionally the Board may look at real estate opportunities and investments in neighbouring countries. The Board will strive to build a portfolio in order to maximise value for its Shareholders.
The Board will seek to invest in the following real estate opportunities:
- Distressed residential projects, primarily in the largest cities in Bulgaria – Sofia, Plovdiv, Varna and Burgas, which are either completed or close to completion and capable of generating sales revenue within 12 months from the initial investment;
- Commercial buildings, primarily in Sofia, with opportunities to improve occupancy through active asset management: for example, renovation, remodeling, remarketing, operational management and optimisation of cost structure;
- Hotels and holiday homes with opportunities to improve operations and cost structure; and
- Investments in distressed companies and assets that need restructuring and further financing, capable of offering a high growth potential.The targeted size of each individual investment is anticipated to be in the range 5-20 per cent of the overall funds under management. The Company intends to use gearing levels of up to 70 per cent loan to value when acquiring real estate assets. Except in the event of a reverse takeover, the proposed asset allocation of the respective types of direct and/or indirect real estate investment averaged on a fully invested basis is:
- 40 – 60 per cent of funds to be invested in residential projects of a minimum lot size of 20 units;
- 20 – 40 per cent of funds to be invested in commercial property with a minimum gross lettable area of 2,000 per square metre; and
- 10 – 30 per cent of funds to be invested in apartments hotels and holiday homes, each investment with a minimum of 20 rooms or units.
Initially, the Board’s focus will be seeking companies where there may be a number of opportunities to acquire interests in undervalued properties. The Company may be both an active and a passive investor depending on the nature of the individual investments. The Board will place no minimum or maximum limit on the length of time that any property/investment may be held. The Board intends to retain sufficient cash resources for prudent management of the Company’s working capital requirements.The Board will however ensure that any investments meet criteria designed to mitigate risks. There will be no limit on the number of properties or investments into which the Company may invest, and the Company’s financial resources may be invested in a number of propositions or in just one investment. The Board believes that the status of the Company as a property investment company will enable it to fund real estate investments or acquisitions using a mixture of cash, equity and/or debt and intends to actively monitor these investments.
Directors
Names
The directors of the company are as follows:
- Todor Ivanov – Executive Director
- Valentino Georgiev – Executive Director
- Simon Christopher Hudd – Chairman & Non-Executive Director
Directors Biographies
Todor Ivanov – Executive Director
Mr. Ivanov has over 20 years of administrative experience, and, in 2022, was the deputy regional governor of Burgas Region. Mr Ivanov is currently a municipal councillor in the Municipality of Burgas. Previously, he was successively an administrative director and manager of an architectural company and has considerable experience of the entire construction and investment process.
Valentino Georgiev – Executive Director
Mr. Georgiev has over ten years of experience in real estate in the UK and Bulgaria. Mr. Georgiev spent five years working in a legal firm in London, specialising in conveyancing, transfers of equity and lease extensions. In addition to this, Mr. Georgiev also has UK experience as an estate agent working in sales and leases of commercial and residential properties in Central London. In Bulgaria, Mr. Georgiev has experience of real estate development and sales in exclusive holiday resorts on the Black Sea Coast.
Simon Christopher Hudd – Chairman and Non-Executive Director
Mr Hudd is a multi-jurisdictional corporate lawyer specialising in corporate finance, mergers and acquisitions and general company law, with 20 years of experience advising listed companies, real estate funds, technology companies and international conglomerates. Previously Head of the Russia, CIS and CEE group at a major international law firm, Simon has worked extensively with clients from Central and Eastern Europe and has considerable experience in advising clients headquartered in international financial centres. Mr Hudd is also a partner in D3A LLP and a Director of Goldilock Secure Limited.
Description of the responsibilities
The Board is responsible for supervising the Manager and for the overall investment activities of the Fund.
The Directors recognise the importance of sound corporate governance, whilst taking into account the size and nature of the company. The Directors intend to comply with the principles of the Combined Code in so far as possible and appropriate give the company’s size and the constitution of the Board.
Details of any sub-committees and responsibilities
The Board has established an audit committee. The Audit Committee determines the terms of engagement of the company’s auditors and determines, in consultation with the auditors, the scope of the audit.
Country of Incorporation and Applicable Company Law
Originally domiciled in Jersey, the Company was re-domiciled to the Isle of Man with effect from 20 July 2016 and continues under the Isle of Man Companies Act 2006 with the name Black Sea Property PLC and with registered number 013712V. The Company operates as a close ended investment company for the purposes of the Isle of Man Collective Investment Schemes Act 2008 and the Isle of Man Collective Investment Schemes (Definition) Order 2008.
The Company was originally incorporated on 27 January 2005 with limited liability in Jersey under the Companies (Jersey) Law 1991, as a closed-ended investment company with registered number 89392 under the name of The Black Sea Property Fund Limited. Also with effect from re-domiciliation in the Isle of Man the limitation of the Company’s life to 31 December 2021, as determined under Jersey law, will no longer be applicable to the Company
Registered Address
6th Floor
Victory House, Prospect Hill
Douglas
Isle of Man
IM1 1EQ
Main country of operation
The main country of operation is currently Bulgaria.
Details of any exchanges or trading platforms on which the company has applied or agreed to have its securities admitted or traded
An application for admission for the shares to be traded on NEX Growth Market has been submitted. Dealings commenced on 31 August 2016.
https://www.aquis.eu/
Number of securities in issue
As at 14 November 2023, the number of securities in issue is 2,458,323,603.
Significant shareholders
As at 14 November 2023, the significant shareholders of the company were as follows:
27.62% of Black Sea Property PLC share are held in public hands.
| Beneficial shareholder | Holding | Percentage |
|---|---|---|
| Neo London Capital | 515,126,806 | 20.95% |
| Mamferay Holdings | 449,957,561 | 18.30% |
| Elea Capital Holding JSC | 645,000,000 | 26.24% |
| Interfund Investments Plc | 89,500,000 | 3.64% |
| DF Compass Progress | 169,356,690 | 6.89% |
| DF C Mix | 80,200,000 | 3.26% |
Rights of shareholders
As the Company is not incorporated in the UK the rights of shareholders may be different from the rights of shareholders in a UK incorporated company
Details of any restrictions on the transfer of the securities
The Companies articles of association contain certain restrictions on the transfer of shares.
The relevant provision are articles 34&35, which can be found here
The Takeover Code
Black Sea Property PLC is subject to the UK City Code on Takeovers and Mergers
Most recent annual report, admission document and interim report
All notifications made by the Company
Current constitutional documents
Details of its key advisers
The Companies key advisers are as follows:
Registered Agent and Administrator to the Company
Crowe Trust Isle of Man Limited
6th Floor, Victory House
Prospect Hill, Douglas
Isle of Man
IM1 1EQ
Auditors to the Company
Grant Thornton
3rd Floor, Exchange House
54-62 Athol Street, Douglas
Isle of Man
IM1 1JD
Legal Adviser as to UK Law
Charles Russell Speechlys LLP
One London Square
Cross Lanes
Guildford
Surrey
GU1 1UN
Legal Adviser as to Isle of Man Law
DQ Advocates Ltd
The Chambers
5 Mount Pleasant
Douglas
Isle of Man
IM1 2PU
Aquis Corporate Adviser
Peterhouse Capital Limited
80 Cheapside,
London
EC2V 6EE
Registrars
Neville Registrars
Neville House
18 Laurel Ln
Halesowen, B63 3DA
Transfer Agent
Neville Registrars
Neville House
18 Laurel Ln
Halesowen, B63 3DA
Property Investment Adviser
Phoenix Capital Management AD
109-115 Todor Alexandrov Blvd.,
Sofia,
Bulgaria