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The Black Sea Property Fund Limited

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The Black Sea Property Fund Limited This document is important and requires your immediate attention. If you are in any doubt about the contents of this document, you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. Prospective investors should also carefully consider Part IV of this document entitled ‘‘Risk Factors’’. A copy of this document has been delivered to the Registrar of Companies in Jersey in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 and he has given, and has not withdrawn, his consent to its circulation. The Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order, 1958 to the issue of Shares in the Fund. It must be distinctly understood that, in giving these consents, neither the Registrar of Companies in Jersey nor the Commission takes any responsibility for the financial soundness of the Fund or for the correctness of any statements made, or opinions expressed, with regard to it. This document is drawn up in compliance with the AIM Rules and the Public Offers of Securities Regulations 1995 (as amended) (the ‘‘Regulations’’). A copy of this document has been delivered to the Registrar of Companies in England & Wales for registration in accordance with Regulation 4(2) of the Regulations. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and there is no information the omission of which is likely to affect the import of such information. The Directors, whose names are set out on page 10, accept responsibility for the contents of this document accordingly, including individual and collective responsibility for compliance with the AIM Rules. Application will be made for all of the Shares and Units to be issued pursuant to the Offer to be admitted to trading on AIM, a market operated by the London Stock Exchange. It is expected that admission will become effective and that dealings in the Shares and Units will commence on or around 14 March 2005. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk than that associated with larger or more established companies tends to be attached. AIM securities are not admitted to the Official List of the UK Listing Authority (‘‘UKLA’’). A prospective investor should be aware of the potential risks in investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with his or her own independent financial adviser. Neither the UKLA nor the London Stock Exchange have examined or approved the contents of this document. The Fund is governed by the Collective Investment Funds (Jersey) Law, 1988 as amended (the ‘‘Funds Law’’) and the subordinate legislation made thereunder. The Fund, the Manager, the Administrator, the Custodian and the Registrar have all obtained permits under Article 6 of the Funds Law from the Jersey Financial Services Commission (the ‘‘Commission’’) to operate as functionaries within the island. The Commission is protected by the Funds Law against liability arising from the discharge of its functions under the Funds Law. THE BLACK SEA PROPERTY FUND LIMITED (an investment company incorporated in Jersey with registration number 89392) ADMISSION TO TRADING ON THE AIM MARKET Offer of: Sterling Units at £1.00 per unit; Dollar Units at US$1.00 per unit; Euro Units at E1.00 per unit; Sterling Property Shares at 19.5 pence per share (indicative price)*; Dollar Property Shares at 22.0 cents per share (indicative price)*; and Euro Property Shares at 11.5 cents (euro) per share (indicative price)*. * The Offer Price of the Property Shares will be determined following the Closing Date based on the prevailing cost of the capital protection as determined by the Capital Protection Manager—see Part I under the heading ‘‘The Offer’’. The prices given above are as at 12 January 2005. Manager and Promoter Development Capital Management (Jersey) Limited Lead Distributor, Nominated Adviser and Broker Capital Protection Manager Collins Stewart Limited F&C Management Limited No public offering of the Shares or Units in any jurisdiction is being made. No action has been taken or will be taken in any jurisdiction that would permit a public offer of the Shares or Units in any such jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document. Persons into whose possession this document comes are required by the Fund to inform themselves about, and to observe any restriction as to, the Offer and the distribution of this document. This document has been approved by Collins Stewart Limited of 88 Wood Street, London EC2V 7QR for the purposes of section 21(2) of the Financial Services and Markets Act 2000. Collins Stewart Limited is regulated in the United Kingdom by the Financial Services Authority. The minimum consideration which may be paid under the Offer by any person for Sterling Units or Sterling Property Shares is £30,000, for Dollar Units or Dollar Property Shares is US$100,000 and for Euro Units or Euro Property Shares is E40,000. 21 February 2005 CONTENTS Page Key Information ............................................................... 4 Expected Timetable ............................................................. 9 Directors, Manager and Advisers ................................................... 10 Definitions ................................................................... 11 Part I—The Fund .............................................................. 14 Introduction ................................................................ 14 The Property Portfolio ......................................................... 14 Currency Issues and Cash Investment ............................................... 21 Structure of the Fund .......................................................... 22 Capital Protection ............................................................ 22 Board .................................................................... 23 The Offer .................................................................. 23 Life of the Fund ............................................................. 24 Distributions and Repurchases of Shares ............................................. 24 Risk Factors ................................................................ 25 Conflicts of Interest ........................................................... 25 Part II—Market Background ...................................................... 26 Part III—Property Market Report ................................................... 38 Part IV—Risk Factors ........................................................... 39 Part V—Management, Advice and Administration ........................................ 44 The Manager ............................................................... 44 The Property Portfolio ......................................................... 44 Custody, Registrar, Administration and Secretarial Arrangements ............................ 45 Strategic Adviser ............................................................. 45 Valuations ................................................................. 45 Financial Information and Reports ................................................. 46 Fees and Expenses ............................................................ 46 Part VI—Taxation .............................................................. 48 Part VII—Financial Model Outputs and Assumptions ..................................... 51 Part VIII—General Information .................................................... 55 The Fund .................................................................. 55 Share Capital ............................................................... 55 Directors’ and Other Interests .................................................... 55 Articles of Association ......................................................... 71 Overseas Investors ............................................................ 75 Material Contracts ............................................................ 76 Working Capital ............................................................. 78 Miscellaneous ............................................................... 78 Documents Available for Inspection ................................................ 79 Part IX—Accountant’s Report on the Company .......................................... 80 Terms and Conditions of Application ................................................. 82 Notes on how to complete the Application Form ......................................... 85 Application Form (for UK Offering) ................................................. 87 2 IMPORTANT NOTICE Investors should take independent advice and should carefully consider Part IV of this document headed ‘‘Risk Factors’’ before making any decision to purchase Shares. Bulgaria should be regarded as an emerging market and the Shares accordingly subject to emerging market risks. THE PERFORMANCE OF THE CAPITAL PROTECTED SHARES AND THE RETURN OF CAPITAL TO HOLDERS OF CAPITAL PROTECTED SHARES IS NOT GUARANTEED. THE PROCEEDS OF THE ISSUE OF THE CAPITAL PROTECTED SHARES WILL BE INVESTED IN UK, EUROPEAN UNION OR US GOVERNMENT
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