Reference is made to the 2025 half year report published on September 23, 2025, and earlier announcements, informing inter alia of an ongoing sales process for the main asset of Black Sea Property AS (“BSP” or ”the Company”), namely the ownership in the Sunrise River Beach Resort (the "Resort") in the city of Aheloy on the Black Sea Coast of Bulgaria.
A preliminary sale and purchase agreement (“SPA”) for the sale of the Company’s 99 % shareholding in the subsidiary EPO Bulgaria has now been entered into. EPO Bulgaria is currently a 37.5 % shareholder in the owning company for the resort EPO Aheloy, with a right to reestablish its ownership back to 75 % subject to the full repayment by EPO Aheloy of the Penchev 1 loan latest on maturity date November 1, 2026.
The buyer in the SPA (the "Buyer") is a newly established and not yet capitalized Bulgarian company, owned by a European investor with long experience from the real estate markets in both Western and Eastern Europe.
The agreed total price for the shares in EPO Bulgaria will be within a range of approx. EUR 8,0 million up to a maximum of EUR 9.9 million. The range reflects certain conditions that must be fulfilled by the Company (as seller) prior to closing of the transaction, mainly relating to the status of use permits and relevant licenses for the completed constructions and operations of the Resort.
The agreed purchase price under the SPA will be paid in 3 separate tranches: EUR 200,000 within 10 days of signing the SPA, EUR 700,000 latest April 30, 2026, and the final payment on closing of the transaction, however not later than October 15, 2026. The deposit payments made by the Buyer of total EUR 900.000 are non-refundable and may be used by the Company, subject to the agreed security having been established by the Company in favor of the Buyer.
As the Buyer at the present time is not capitalized, the Board of Directors considers there is currently a substantial risk that a closing of the transaction on the terms agreed in the SPA may not take place. However, due payments of the agreed deposit amounts will reduce the risk of non-completion. The last main purchase price payment shall be paid into an escrow account within September 25, 2026, ie. 20 days prior to closing. A completion of the transaction is further subject to the approval from the lenders to the owning company of the Resort EPO Aheloy, namely First Investment Bank and Penchev 1, accepting the Buyer as new majority shareholder in EPO Bulgaria.
To balance this uncertainty, the SPA includes a right for BSP as the seller to terminate the SPA, at its own discretion, prior to closing, upon repaying twice the amounts of the received deposit, i.e. maximum EUR 1.8 million, assuming the full deposit has been paid by the Buyer.
As a consequence of the signed SPA, the existing “put option agreement” between BSP and Trem Holding (Boyan Bonev) under which BSP has the right to sell 100 % of the shares in EPO Bulgaria to Trem Holding for EUR 4.0 million will be cancelled.
Further information regarding the implementation of the SPA will be given following the full deposit payment agreed on April 30, 2026, or earlier upon other developments.
A successful completion of the described transaction with the Buyer, planned for closing in October 2026, will support the indicated valuation per share included in 2025 half year report. Uncertainty remains with regard to the actual sales price obtained, operations of the resort until closing, decisions relating to conversion of BSP shareholder loan etc.
For further information, please contact:
Egil Melkevik, Chairman Tel: +47 90 77 09 76 E-mail: em@ms-solutions.no
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 Sunrise 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 finalize Sunrise River Beach Resort, to realize the project's added value through the sale of residential units and hotel operations.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17. This stock exchange announcement was published by Egil Melkevik, Chairman, at the time and date provided.