REG - AIM DCI Advisors Ltd - Schedule One Update - DCI Advisors Limited

DCI AdvisorsAnnouncement

08/01/2025 08:00

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RNS Number : 4800S  AIM  08 January 2025

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:
 DCI Advisors Limited

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :

 PO Box 344, Mont Crevelt House,

 Bulwer Avenue,

 St Sampson,

 Guernsey

 GY1 3US

 COUNTRY OF INCORPORATION:
 Guernsey

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 https://dciadvisorsltd.com
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 The Company is an investor in the residential resort sector in emerging
 markets, seeking to generate strong capital growth and cash returns for
 shareholders. The Company has assets in Greece (main country of operation),
 Cyprus and Croatia.

 As announced by the Company on 8 November 2024, the Company is seeking to
 re-domicile the Group from the BVI to Guernsey by way of a migration. This
 migration consists of the de-registration of the Company in the BVI and the
 re-registration of the Company in Guernsey. The effect of the Migration is
 that the Company will remain the same legal entity but will move its seat of
 incorporation from the BVI to Guernsey. Upon registration in Guernsey:

 All property and rights to which the Company was entitled immediately before
 that registration remain its property and rights;

 The Company will remain subject to all criminal and civil liabilities, and all
 contracts, debts and other obligations, to which it was subject immediately
 before that registration;

 All actions and other legal proceedings which immediately before that
 registration could have been instituted or continued by or against the Company
 may be instituted or continued by or against it after that registration, and

 A conviction, ruling, order or judgment in favour of or against the Company
 before that registration may be enforced by or against it after that
 registration. Luxury residential resort developers in the Eastern
 Mediterranean.  Main focus is Cyprus, Greece & Croatia

 All the various assets are held by separate SPVs established in the country
 where the asset is based.  All these assets are for sale although the sales
 process is expected to take several years.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):
 904,626,856 shares of NPV each.

 All are freely transferable

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 No capital to be raised on Admission.

 The Company was suspended from trading on AIM on 1 July 2024 at which point it
 had a market capitalisation of £44.3 million

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 33.9%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
 None

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
 No

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):
 Sean Leslie Hurst - Non-executive chairman

 Nicholas (Nick) John Paris - Joint Managing Director

 Nicolai Henri Pierre Hubert Huls - Joint Managing Director

 Gerasimos Efthimiatos - Non-executive director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):
 Current shareholdings (which will be unchanged by the switch to Guernsey from
 BVI)

 Almitas Capital LLC - 19.95%

 Lars Bader - 10.27%

 Fortress Investment Group - 9.94%

 The Union Discount Company of London Ltd - 7.74%

 Forager Funds Management Pty Ltd - 5.96%

 Progressive Capital Partners Ltd - 5.95%

 Terra Partners Asset Mgt Ltd - 5.94%

 Discover Investment Company - 3.32%

 Weiss Asset Management - 3.03%

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 N/A
 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:
 The Company is currently suspended from trading on AIM as it has not yet
 released its audited results for the year ended 31 December 2023 and interim
 results for the six months ended 30 June 2024. Once these have been released
 and notified, it is anticipated that the suspension will be lifted and trading
 in the Company's shares will recommence.

 Further to this, and as announced on 9 December 2024, the Company is changing
 its accounting reference date from 31 December to 30 June.

 (i)            30 June

 (ii)           Unaudited results for the 12 months ending 31
 December 2023 released on 9 July 2024 - Existing issuer re-admitting to AIM.
 Audited results for the year ended 31 December 2023 will be published as soon
 as the audit has been completed along with the unaudited results for the six
 months ending 30 June 2024. The Company's historical financial information can
 be found on the Company's website:
 https://dciadvisorsltd.com/investor-relations/rns/index.html
 (https://dciadvisorsltd.com/investor-relations/rns/index.html)

 (iii)          The Company must publish:

 a.    Annual accounts (18 month period) to 30 June 2025, by 31 December
 2025 (pursuant to AIM Rule 19)

 b.    Interim results to 31 December 2025, by 31 March 2026 (pursuant to
 AIM Rule 18)

 c.    Annual accounts to 30 June 2026, by 31 December 2026 (pursuant to AIM
 Rule 19)
 EXPECTED ADMISSION DATE:
 15 January 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Cavendish Capital Markets Ltd

 One Bartholomew Close

 London

 EC1A 7BL

 NAME AND ADDRESS OF BROKER:
 Cavendish Capital Markets Ltd

 One Bartholomew Close

 London

 EC1A 7BL

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:
 N/A
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 QCA Code

 DATE OF NOTIFICATION:
 8 January 2025

 NEW/ UPDATE:
 UPDATE

 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
 HAVE BEEN TRADED:
 AIM

 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
 8 December 2005

 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
 ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
 SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
 BREACH:

 The Company has adhered to the legal and regulatory requirements involved in
 having its securities traded.

 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
 APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
 ITS SECURITIES SO TRADED) ARE AVAILABLE:
 https://dciadvisorsltd.com/ (https://dciadvisorsltd.com/)

 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
 OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
 DCI's investment policy is to realise its assets and return net sale proceeds
 to shareholders

 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
 THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
 FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
 The last financial period for which audited statements have been published by
 the Company were for the year ended 31 December 2022 ("Latest Audited
 Results").

 As announced on 20 March 2023 - The termination of the Investment Management
 Agreement between the Company and Dolphin Capital Partners ("DCP") by the
 Company with immediate effect on the basis of a repudiatory breach of contract
 by DCP. The Directors put in place additional resources, including funding, to
 enable the Company to self-manage its assets and to enable the continued
 construction of the Kilada Hills Golf & Country Resort and various asset
 sales processes. Nicolai Huls and Nick Paris became Executive Directors of the
 Company.

 Since the Latest Audited Results the Company's shareholder approved strategy
 has remained to finalise development of or otherwise sell off its property
 assets and return proceeds to shareholders, as such the Company has continued
 to rely of external finance for its day to day operations.

 On 28 June 2024 the Company entered into a Sale and Purchase agreement to sell
 its interest in Livka Bay on the island of Solte in Croatia, for €22
 million. Completion of this sale remains outstanding.

 The Company announced the delay in the publication of its annual results to 31
 December 2023 and therefore temporary suspension from trading on AIM on 18
 June 2024. It published unaudited financial statements for the year ended 31
 December 2023 along with accompanying reports on 9 July 2024. As at today's
 date, the Audit has not been completed.  KPMG continue to work on this and
 the Company now believes that the audited Annual Results together with the
 interim results for the 6 months to 30 June 2024 should be published during
 December. DCI's Ordinary Shares remain suspended for the time being, and the
 suspension will be lifted after the audited Annual and Interim Results are
 published.

 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT
 THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT
 LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
 The Directors have no reason to believe that the working capital available to
 the Group will

 be insufficient for at least 12 months from the date of its Admission.

 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
 None

 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
 SECURITIES:
 Currently shares are trade through Depositary Interests in Crest.  On the
 re-domicile the DI will be cancelled and the shares will be admitted to
 dealing in Crest

 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
 SECURITIES:
 https://dciadvisorsltd.com/ (https://dciadvisorsltd.com/)

 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
 CURRENTLY PUBLIC:
 None

 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
 AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
 PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST
 BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
 19:
 https://www.dciadvisorsltd.com/investor-relations/reports/index.html

 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
 None

 

 

 

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