NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES ,AUSTRALIA ,CANADA ,HONG KONG ORJAPAN , OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Reference is made to the stock exchange announcements published byBlack Sea Property AS (the "Company", and together with its consolidated subsidiaries, the "Group") on26 September 2023 regarding a contemplated conditional private placement (the "Private Placement") consisting of up to 26,000,000 new shares (the "Offer Shares ") at a fixed subscription price ofNOK 0.25 (the "Offer Price "), thereby raising gross proceeds of up toNOK 6.5 million , and on29 September 2023 regarding the extension of the application period for the Private Placement until 2 October at 16.30 CEST. Following the expiry of the subscription period, the Company is pleased to announce that it has raisedNOK 5,822,237 in gross proceeds through the allocation of 23,288,948Offer Shares . The net proceeds from the Private Placement will be utilized towards a mandatory payment of incurred interest under EPO Aheloy's credit facility with Penchev Consult, due inNovember 2023 . Together with the Company's available liquidity, the amount raised in the Private Placement will be sufficient to fund the Company's portion of the interest payment to Penchev Consult. Completion of the Private Placement is subject to the satisfaction of the following conditions; (i) all corporate resolutions of the Company's Board of Directors to proceed with the Private Placement and to allocate the Offer Shares having been made, (ii) the shareholders of the Company having approved the issuance of the Offer Shares in a general meeting of the Company (the "EGM"), and (iii) that the allocatedOffer Shares have been fully paid, validly issued (by way of registration of the share capital increase pertaining to the issuance of the New Shares in theNorwegian Register ofBusiness Enterprises ) and registration of the Offer Shares in the VPS. The following persons discharging managerial responsibilities ("PDMRs") and close associates to PDMRs have subscribed for and been allocatedOffer Shares in the Private Placement at the Offer Price: o MTB Invest AS, a company controlled by ChairmanEgil Melkevik , has been allocated 560,000Offer Shares at the Offer Price, corresponding to a total subscription amount ofNOK 140,000 ; o Christinedal AS AS, a company controlled by Board MemberHans Gulseth , has been allocated 2,200,000Offer Shares at the Offer Price, corresponding to a total subscription amount ofNOK 550,0000 ; o Rødningen Invest AS, a company controlled by Board MemberKåre Rødningen , has been allocated 560,000Offer Shares at the Offer Price, corresponding to a total subscription amount ofNOK 140,000 ; o DEA Holding AS, a company controlled by Board MemberDag Espen Arnesen , has been allocated 400,000Offer Shares at the Offer Price, corresponding to a total subscription amount ofNOK 100,000 ; and o North Bridge Management AS, a company closely associated with Board MemberDag Espen Arnesen , has been allocated 400,000Offer Shares at the Offer Price, corresponding to a total subscription amount ofNOK 100,000 . Formal primary insider notifications will, subject to approval of the share capital increase pertaining to the Private Placement in the EGM, be released in a separate announcement. Subsequent Offering As announced on26 September 2023 , the Company's Board of Directors expected to initiate a subsequent offering towards eligible shareholders (the "Subsequent Offering") to reduce the dilution of such shareholders and to raise additional capital. The Board of Directors has now resolved to propose to the EGM to carry out a Subsequent Offering to raise gross proceeds of up toNOK 2,250,000 through issuance of up to 9,000,000 new shares in the Company. The Subsequent Offering will be directed towards the Company's shareholders as of2 October 2023 (as documented by the Company's shareholder register in theNorwegian Central Securities Depository (VPS) as of the end of4 October 2023 , except; (i) shareholders who were allocatedOffer Shares in the Private Placement, and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful or would require any filing, registration or similar action (other than publishing of a prospectus inNorway ) (the "Eligible Shareholders"). The subscription price per new share in the Subsequent Offering will be equal to the subscription price in the Private Placement. Further information about the Subsequent Offering, along with a notice for the extraordinary general meeting, will be given in due course. Equal treatment The Company's Board of Directors is further of the opinion that the Private Placement complies with the equal treatment obligations, although it deviates from the pre-emptive rights of the existing shareholders in the Norwegian Private Limited Liability Companies Act section 10-4 as the offer to subscribe for the Offer Shares was not directed towards all existing shareholders. The deviation was deemed legitimate and required as it is necessary to raise additional capital in an effective manner without large costs on the Company and for the purposes described above. The Board has considered alternative sources of financing, without deeming these relevant. The Board especially notes that a rights issue would entail a greater completion risk and that the timing of the capital need did not make it realistic to complete a rights issue in time for the funds to be available prior to the due date of the interest payment. The Board also emphasized that it has resolved to propose to carry out the Subsequent Offering, as described above, and that this will give the Eligible Shareholders the possibility of reducing dilution caused by the issuance ofOffer Shares .Advokatfirmaet CLP DA acts as legal advisor to the Company in connection with the Private Placement. For further information please contact: Egil Melkevik, Chairman Tel: +47 90 77 09 76 E-mail: em@ms-solutions.no AboutBlack Sea Property AS :Black Sea Property AS is a real estate company with holdings in a real estate project on the Black Sea coast calledSunrise River Beach Resort .Sunrise River Beach Resort is a partially completed project and will upon completion comprise approximately 950 apartments as well as significant commercial space.Black Sea Property AS has indirect ownership to the project and will work to finalizeSunrise River Beach Resort , to realize the project's added value through the sale of residential units and hotel operations. The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation. Thisstock exchange announcement was published by Egil Melkevik, Chairman, at the time and date provided.
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