Bulgarian property developer Orchid Developments said it was continuing to make strong progress and is actively looking for new sites.

Chairman David Holland said, We remain confident that Orchid can continue to pursue exciting and profitable opportunities in both the commercial, residential and retail markets and will continue to pursue land acquisitions in our key areas, Sofia and Varna.

Orchid reported a pre-tax net loss of 1.175m for the year to December from 953,000 a year earlier, as a result of the scaling up of its development team, on revenues of 3.41m during the period from 1.14m last time.

The group added that property developments remain ahead of expectations having acquired three new development plots in central Varna since its IPO for 21m.

We are actively seeking to acquire further sites, with an increased focus on retail space, taking advantage of the greater financial resources and credibility gained as a result of our IPO, said the group.

http://www.growthcompany.co.uk/recommendations/25300/orchid-developments.thtml
http://www.citywire.co.uk/News/NewsArticle.aspx?VersionID=81415
http://www.orchid-dev.com/

wow!!

12 January 2012

Orchid Developments Group Ltd

("Orchid" or the "Company")

Proposed Amendments to Management Agreement and Articles of Association

Notice of Extraordinary General Meeting

Orchid, the specialist investor in the Bulgarian real estate and leisure market, today announces that it has reached agreement with Bellport Corporation ("Bellport"), the vehicle which is controlled by and provides the services of the joint Chief Executive Directors, Guy Meyohas and Ofer Miretzky, subject to Shareholder approval, to:

· amend the provisions of Bellport's management agreement to capitalise part of an accrued bonus;

· formalise the terms on which balance of the accrued bonus will be paid; and

· enter into a new bonus arrangement to replace the existing bonus scheme.

In addition, the Board confirms that its primary focus for the immediate and medium term is to maximise shareholder value and returns. To this end, Orchid may, if market conditions permit and realistic valuations can be achieved:

· dispose of the Group's assets in such manner as it sees fit and in the best interests of Shareholders; and

· if circumstances arise, these measures could also involve the return of capital to Shareholders.

Accordingly, the Company also proposes amendments to the Articles of Association such that a general meeting will be called on or before 31 December 2013, where resolutions will be put to Shareholders to allow them to decide whether:

· the Company should realise its assets at that time;

· defer such a decision for a year; or

· continue in its current form.

During the term of the Management Agreement, Bellport, Guy Meyohas, Ofer Miretzky have agreed that they will and they will procure that their connected persons will abstain from voting on these resolutions.

Variation to the Management Agreement

On 30 June 2005, at the time of the IPO, the Company and Bellport entered into the Management Agreement pursuant to which Bellport agreed to provide the services of Guy Meyohas and Ofer Miretzky to the Company in return for the payment of certain fees and performance related bonuses. Bonus payments under the Management Agreement are calculated on the basis of the profits before tax as set out in the consolidated audited accounts of the Company.

(1) Accrued Bonus

In the Report and Accounts for the year ended 31 December 2009, following the adoption of IAS 40, the accounting classification relating to the Company's flagship development, the Grand Mall Varna, was changed to that of an investment property which gave rise to a fair value adjustment of €35,466,000 which was recognised as income in the consolidated statement of comprehensive income for the period ended 31 December 2009. Including this net change in fair value of the investment property, the Group made a profit after tax of €26,767,000 which gave rise to a bonus of €1,939,000 payable to Bellport (the "Accrued Bonus"). Bellport agreed at that time not to require immediate payment of the Accrued Bonus and to renegotiate the bonus arrangements so as to better reflect the value of the Group's assets and the performance of Orchid. Conditional upon the passing of the Resolution and Admission, the Independent Board has come to an agreement with Bellport to satisfy the Accrued Bonus as follows:

(a) by the issue of 5,500,000 new Ordinary Shares at 20p per share (which represents a premium of 900 per cent. over the closing middle market price of an Ordinary Share on 11 January 2012 of 2p per Ordinary Share) ("Capitalisation Shares"); and

(b) by the issue of the Loan Note in respect of the sum of £548,150 together with accrued interest at the rate of 3 per cent per annum from 1 January 2010. Interest will continue to accrue until the Loan Note is repaid. The Loan Note will be repaid on the earlier of 31 December 2013, a Change of Control Transaction, the date of termination of the Management Agreement and the winding up of the Company.

When the Capitalisation Shares are issued and, subject to their admission to trading on AIM, Bellport and its connected persons (including Guy Meyohas and Ofer Miretzky) will hold 28,162,688 Ordinary Shares amounting to 29.97 per cent. of the issued share capital of the Company.

If the Management Agreement is terminated by the Company prior to 31 December 2013 other than for material breach, the Company has agreed to pay to Bellport a cash sum on such termination equal to the difference between the mean volume weighted average price of an Ordinary Share for the six week period prior to termination, and 20p, multiplied by the number of Capitalisation Shares.

(2) Replacement Bonus Arrangement

In addition to the agreement with respect to the Accrued Bonus, conditional upon the passing of the Resolution and Admission, Bellport and the Company have agreed to replace the existing bonus arrangement in the Management Agreement with a new performance related bonus ("Replacement Bonus") which will be calculated as:

(a) zero per cent. of the Total Shareholder Returns up to and including £0.20 per Ordinary Share;

(b) 10 per cent. of the Total Shareholder Returns over £0.20 per Ordinary Share up to and including £0.30 per Ordinary Share; and

(c) 25 per cent. of the Total Shareholder Returns over £0.30 per Ordinary Share.

Total Shareholder Returns shall mean the aggregate cash amount per Ordinary Share which is received by Shareholders on or after the date of the amendment agreement to the Management Agreement and up to and including 31 December 2013 (or such later date as the Remuneration Committee of the Board with the approval of a special resolution of the Shareholders shall agree) as a result of dividends, any Takeover, and/or any return of capital (on liquidation or otherwise) (and on a return of capital, the amount receivable by Shareholders shall be deemed to be before any deduction is made to take account of the Replacement Bonus).

Any Replacement Bonus due shall be payable in cash by the Company on the earlier of 31 December 2013, a Takeover and the winding up of the Company. In the event of a Capital Variation, the threshold levels of Total Shareholder Returns set out above may be adjusted in such manner as an independent firm of accountants appointed by the Company for such purpose (acting as experts and not as arbitrators) shall certify as being necessary in order that, after such adjustment, Bellport will be in the same economic position as it had been prior to the Capital Variation.

Bellport's potential entitlement to a Replacement Bonus shall continue in the event that the Management Agreement is terminated by the Company prior to 31 December 2013, other than where such termination is for material breach. If the Management Agreement is terminated by the Company prior to 1 January 2013 or any Change of Control Transaction occurs, the full Replacement Bonus remains payable. If the Management Agreement is terminated by the Company after 1 January 2013, or prior to such date but after a Change of Control Transaction, a proportion of the Replacement Bonus is payable, if applicable, to reflect the contribution made by Bellport prior to termination.

If the Resolution is not passed and if Admission does not take place by 29 February 2012 the conditional agreement with Bellport to amend the Management Agreement as outlined above will lapse.

(3) Change of Control

The Company and Bellport have agreed that, in the event of a Change of Control Transaction (other than a Change of Control Transaction by Bellport, Guy Meyohas, Ofer Miretzky and/or any person acting in concert with any of them) prior to 31 December 2013 where the price per Ordinary Share or value per Ordinary Share of the Change of Control Transaction is less than 20 pence (the "Reference Price"), the Company shall pay to Bellport, in addition to the Replacement Bonus, an amount equal to the number of Capitalisation Shares multiplied by the difference between the Reference Price and the price or valuation of an Ordinary Share pursuant to the Change of Control Transaction. In the event of a Capital Variation, the Reference Price may be adjusted in such manner as an independent firm of accountants appointed by the Company for such purpose (acting as experts and not as arbitrators) shall certify as being necessary in order that, after such adjustment, Bellport will be in the same economic position as it had been prior to the Capital Variation.

Extraordinary General Meeting

An extraordinary general meeting of the Company will be convened on 15 February 2012 at which a special resolution will be proposed for the purposes of implementing the Proposals.

Recommendation

As Guy Meyohas and Ofer Miretzky are interested in the arrangements with Bellport, they have not taken part in the Board's deliberations. The Independent Directors, who have been so advised by Shore Capital and Corporate Limited, the Company's nominated adviser, which has taken into account the Independent Directors commercial assessment of the Proposals, consider that the Proposals, and the Resolution to be proposed at the EGM, are in the best interests of the Company and its shareholders as a whole and unanimously recommend Shareholders to vote in favour of the Resolution. Bellport, Guy Meyohas and Ofer Miretzky have undertaken to vote in favour of the Resolution in respect of 22,662,688 Ordinary Shares, amounting to approximately 25.6 per cent. of the issued share capital of the Company.

Circular

A circular containing details of the Proposals together with the Notice of Extraordinary General Meeting (the "Circular") is expected to be posted shortly and a further announcement will be made in due course.

no wonder this is shooting up - this should equate to 25 to 30p share - explains why hard to buy - wonder where this will go today??

all buys at the mo

low volume shares available very interesting!!!

looking fwd to this being sold and return capex to shareholders :-))))

http://www.reuters.com/finance/stocks/OCH.L/key-developments/article/1902255

hmmm gets more intersting substantial cash pot to be returned from multiple properties perhaps - overview.....

Orchid Developments Group Limited (Orchid) is a United Kingdom-based company. It is engaged in a real estate development and hotel operations in Bulgaria. The Company’s sub-sectors include Bulgarian real estate market, leisure markets and hotels with leisure facilities. It operates in three segments: commercial property development, residential property development and hotel. The hotel segment includes the development, renovation and operation of hotel on the Black Sea coast. The development and letting out of premises for offices and shops is undertaken by the commercial property segment. The residential property segment is engaged in developing and selling residential units. During the year ended December 31, 2009, the Company acquired and developed Grand Mall Varna, Retail and Commercial Project, Logistic Centre, Varna and Ring Road Project, Sofia, Airport City Commercial project, Golden Yavor Hotel in Golden Sands Resort, Varna and Administrative building, Varna.

and much more like this...


RNS Number : 9657P
Orchid Developments Group Ltd
12 October 2011



12th October 2011

Orchid Developments Group Ltd.
("Orchid" or the "Company")
International retailer H&M select Grand Mall for first store in Varna

Orchid Developments Group Ltd, the Bulgarian focused property developer and investor, today announces that H & M, Hennes & Mauritz AB (H&M), the international fashion retailer has recently signed a new tenancy agreement at the Grand Mall Varna.

As part of H&M's international expansion plans the fashion retailer has agreed to take over 2000 sqm across two levels of the Grand Mall for a full concept store. This leasing represents 4.5% of the total net lease area of the Grand Mall and brings the current leased area to over approximately 76.7% (38,146 sqm). H&M intend to open their flagship store in spring 2012 at Grand Mall Varna, which is already home to international brands such as Bershka, Carrefour, Mango, Nike and Zara.

Guy Meyohas, Chief Executive Officer of Orchid, said: "We are delighted that H&M have chosen the Grand Mall Varna for their flagship store in the region. Securing a high quality brand like H&M demonstrates that the Grand Mall is the best retail location in Varna."

:-)))))))))))))))))))

kerrrrrrrrrrrrrrrrchinnnnnnnnnnnnnnnggggggggggggggggggggggggggggggggg

will spike over 10p here today with ease imo lol

still early!!!!!!!!!!!!!!!!!!!! lol

27 January 2012

Orchid Developments Group Ltd

("Orchid" or the "Company")

Statement re share price movement

The Company notes the movement in its share price yesterday and also notes press commentary in relation to a possible offer for its key asset, the Grand Mall in Varna. The Company can confirm that no offer or approach for the property has been received to date.

However, the Company can confirm that it has received a preliminary approach from a third party which may or may not lead to an offer for the Company being made. The approach is at a very early stage and there can be no guarantee that it will result in an offer being made.

The Company which is incorporated in the Cayman Islands is not subject to the City Code on Takeovers and Mergers ("Code"). Consequently, there will be no automatic 28 day "put up or shut up" as would be the case were the Company subject to the Code.

Further announcements will be made as appropriate.

interesting whole company might be bought - current NAV is at least 30p potential to about 70p imo - gonna sit this one out to the end now:

http://www.proactiveinvestors.co.uk/companies/market_reports/38286/company-snapshot-bp-aminex-range-resources-serco-group-solo-oil-bayfield-energy-mwana-africa-orchid-developments-0000.html

Away from resource stocks, real estate firm Orchid Developments (LON:OCH) responded to yesterday’s surge in its share price, which was driven by rumours that the group has found a buyer for its key asset, the Grand Mall in Varna.

The company denied that it has received an offer for the asset, however, it said that it has received a preliminary approach from a third party, which “may or may not lead to an offer for the Company being made”.

keeping in mind the directors need 20p to make their options worth anything to them i expect this to be 20 to 40p range by end febraury or earlier and latest NAV we have is:

Net Asset Value (at 30 Jun 11) arrived at by:

CURRENT ASSETS = €208,707m:

Non-current assets of €167.3 million

Current assets of €41.4 million

minus

TOTAL LIABILITIES = €133,358m

Non-current liabilities of €102,247m

Current liabilities of €31,111m

Net Asset Value(CURRENT ASSETS - TOTAL LIABILITIES) = €75.3m or £0.74/share

what a great day!! plenty more to come imo:

Rockefeller Eyes Third Property Deal in Bulgaria

Properties | November 8, 2011,

http://www.novinite.com/view_news.php?id=133753

"We will have a new deal over the next three months. It will be in Sofia," Chris Bennett, Director-Head of Acquisitions at Europa Capital Emerging fund said at the conference for properties BalREc 2011.Bennett said the deal price will range between EUR 30-40 M, but refused to disclose the property sector the acquisition belongs to."

"In August Europa completed the acquisition of Mall of Sofia, Sofia, Bulgaria, from GE Real Estate"

Orchids Head Office is in Sophia See website, "contact"

http://orchid-dev.com/

Europa Capital website:

http://www.europacapital.com/europa/en/home/

Europa Capital news (they have already aquired the Mall of Sophia on 16 Aug 11 !):

http://www.europacapital.com/europa/en/news/press-releases

If the "UR 30-40 M" is for OCH then this equates to £25m(28.25p/share) - £33.5m (37.87p/share) with 88,466,260 shares currently in issue !

If this is true, it would explain why there will be 5.5m new shares at 20p/share authorised and why the Directors are pushing through the new bonus scheme on 15 Feb !

12 Jan 12

http://www.uk-wire.com/Article.aspx?id=201201120944134497V

the Independent Board has come to an agreement with Bellport to satisfy the Accrued Bonus as follows:

(a) by the issue of 5,500,000 new Ordinary Shares at 20p per share (which represents a premium of 900 per cent. over the closing middle market price of an Ordinary Share on 11 January 2012 of 2p per Ordinary Share) ("Capitalisation Shares");



agreed to replace the existing bonus arrangement in the Management Agreement with a new performance related bonus ("Replacement Bonus") which will be calculated as:

(a) zero per cent. of the Total Shareholder Returns up to and including £0.20 per Ordinary Share;

(b) 10 per cent. of the Total Shareholder Returns over £0.20 per Ordinary Share up to and including £0.30 per Ordinary Share; and

(c) 25 per cent. of the Total Shareholder Returns over £0.30 per Ordinary Share.

another satisfactory day at the office and more tomorrow imo till 20p + this week perhaps

:-))))))))))))))))

another fantastic day :-))))))))))))))))))))
20p + in sight!! lol

maybe 20p tomorrow lol!!!

:-))

http://www.moneyam.com/action/news/showArticle?id=4301529

cheers dc - yep that transaction was 30/1 and long since swallowed up - good day today on the spike :-)) - expecting more here lots happening / be great if the t/o talk mentioned in the rns a few days ago turns into a bidding war - nav is not far off 80p even at a hefty discount should get 20p minimum ref directors 20p buys et cetera!! dont know if you have been in here if not definitely worth considering - roll on tomorrow again

Update on preliminary approach from third party
RNS
RNS Number : 6037X
Orchid Developments Group Ltd
17 February 2012

AIM: OCH

17 February 2012

Orchid Developments Group Ltd

("Orchid" or the "Company")

Update on preliminary approach from third party

Further to the announcement made on 14 February, Orchid, the specialist investor in the Bulgarian real estate and leisure market, confirms that the preliminary discussions with a third party did not lead to an indicative offer for the Company ("Offer") being made and that, therefore, the discussions regarding an Offer have now terminated

Orchid Developments in need of capital injection
StockMarketWire.com
Orchid Developments reports that the economic environment in which the Group is operating remains extremely difficult, and seeks additional capital to stay in operation.

The quantum of free cash flow, which may be generated in the short to medium term including from the sales of apartments and other assets, remains difficult to predict and unclear. In addition, the margin of forecast available cash over requirements, as stated on 3 July 2012, remains modest.

Most recently, the sale of an asset which the Group's board had anticipated did not proceed as planned for reasons beyond the control of the Group.

In addition, the Group cannot be certain that it can continue to operate with the full support of its creditors. The consequences of these factors mean that the cash position of the Company is more uncertain than forecast at the time of the announcement made on 3 July 2012.

As a result, the Directors believe that the Group is likely not to be able to operate as planned, unless additional capital is raised. Consequently, the Board is considering the best manner in which to address its immediate working capital needs. A further announcement will be made in due course.

Good recovery today.