REG - DCI Advisors Ltd - AGM Update

DCI AdvisorsAnnouncement

18/05/2026 14:45

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RNS Number : 7731E  DCI Advisors Limited  18 May 2026

DCI Advisors Ltd

(the "Company" or "DCI")

Commentary on the 2026 Annual General Meeting ("AGM")

And

Proposed Directorate Change

18 May 2026

The Board recommends that shareholders vote in favour of all of the
resolutions at the AGM as they believe that they are in the interest of all
shareholders and of the Company as a whole.

Further to the issue of the Notice of the 2026 AGM on 8 May 2026 (which is to
be held at 11.30am CEST/10.30am BST on 26 May 2026) and the trading update
issued on 12 May 2026, the Directors set out their commentary and
recommendation on the resolutions that have been proposed. The AGM notice
itself is available to view on the Company's website: www.dciadvisorsltd.com
(http://www.dciadvisorsltd.com) and all shareholders are urged to vote at the
meeting either in person or by proxy.  Shareholders should note that proxies
need to be returned to the Company's registrar by no later than 11.30am
CEST/10.30am BST on 21 May 2026.

All of the resolutions have been proposed as ordinary resolutions and each
requires the approval of more than 50% of those voting at the AGM in order to
be passed. The resolutions and the Director's commentary on them are as
follows:

Resolution 1 - Adoption of the audited Report and Accounts for the Company for
the eighteen-month period ended 30 June 2025.

The audited Report and Accounts were published on 31 December 2025 and are
available on https://www.dciadvisorsltd.com/.

The Board recommends that shareholders vote in favour of Resolution 1.

Resolution 2 - The re-appointment of Grant Thornton as auditor.

Grant Thornton was appointed as the Company's auditor in September 2025 and
their first audit was conducted for the eighteen month period ending 30 June
2025.

The Board recommends that shareholders vote in favour of Resolution 2.

Resolutions 3 and 4 - The re-appointment of each of Mr Nicolai Huls and Mr
Nicholas Paris as Directors for a period of three years as they are retiring
by rotation.

Both Nicolai and Nick are Managing Directors of the Company. They manage its
operations and assets on a day-to-day basis and report to the Board. They were
originally non-executive Directors of the Company and became Managing
Directors on 21 March 2023 after the Company terminated the investment
management agreement with the Company's former investment manager.

The Managing Directors are seeking shareholder support for their re-election
in order to finish the job they started and to deliver value for shareholders.

The Managing Directors have made significant progress in implementing the
Company's realisation policy as detailed in the Company's trading update
issued on 12 May 2026. A number of investments have been successfully
realised, while others are currently in advanced stages of negotiation. In
addition, Company's key development asset, which required substantial
restructuring efforts, has now been stabilised and advanced to a stage where
it can be actively marketed. Non-binding offers have been received and exit
discussions are ongoing.  Realisations of other investments are expected in
due course.

The achievements should also be viewed in the context in which they were
realised. The Company operates in a macroeconomic environment which is
inherently complex and demanding. Moreover, the extent of the operational and
structural issues inherited by the Managing Directors proved significantly
more complex than initially anticipated. Certain projects required substantial
restructuring and corrective action taken before meaningful realisation
progress could be achieved.

It remains the Board's intention that substantially all of the net proceeds
from realisations of investments will be distributed to shareholders, subject
to retaining sufficient cash to meet operating costs and liabilities.

Addressing the consequences of past challenges and restoring stability across
the portfolio inevitably required and still requires time, experience,
resilience, and continuous dedication.

Management continuity will continue the current momentum.  Failure to
re-elect either or both of the Managing Directors could significantly disrupt
the Company's current realisation processes and/ or operations.

The Managing Directors have invested in the Company. Nicolai owns 775,000
shares and Nick owns 1,634,487 shares and has advanced €225,000 in
shareholder loans to the Company.

Each of the Managing Directors' employment arrangements are ongoing with
annual fixed remuneration of €250,000 payable to each of Nicolai and Nick.
Each of the employment contracts can be terminated subject to six months'
written notice. The notice periods were designed to provide continuity of
management and an orderly transition process if either or both of the
employment contracts were to be terminated. Each of the employment contracts
provides that, upon termination, the Managing Director shall be entitled to an
amount equal to 0.8% of the gross proceeds derived from: (i) completed asset
disposals; (ii) other cash proceeds and/or assets transferred to the company;
and (iii) assets sold within 12 months following termination of the Managing
Director's agreement, provided that the relevant sale process had commenced
while the Managing Director was in office. The Managing Directors estimate
that each of the current termination payments amounts to approximately
€263,200.

The Managing Directors are prepared to consider waiving their entitlement to
termination payments.

There is currently no incentive scheme in place to reward the management team
for a successful outcome in implementing the Company's realisation policy.
Previous proposals to shareholders have not elicited a mutually acceptable
structure. The Board intends to develop an incentive structure which is
intended to align the interests of management and shareholders. Any new
incentive scheme will be put to a shareholder vote in due course.

The Board recommends that shareholders vote in favour of Resolution 3 and 4.

Resolution 5 - The re-appointment of Mr Nikiforos Charagkionis as a Director
for a period of three years

Nikiforos was appointed to the Board by the Directors on 10 October 2025
following nomination by Fortress Investment Group. Nikiforos is based in
Greece and he is an experienced investor in Greek real estate. He also advises
Fortress Investment Group which owns 9.94% of the Company's shares and as a
result has been classified by the other Directors as a Non-Independent
Director. Nikiforos is paid an annual fee of €60,000 and is entitled to
claim a per diem allowance of €1,000 per day when travelling on Company
business.

The Board recommends that shareholders vote in favour of Resolution 5.

Resolution 6 - The appointment of Mr Oliver Corlette as a Director for a
period of three years.

Oliver has offered his services as a Director to several shareholders and has
been informally proposed by a number of shareholders. As such, subject to
approval by shareholders, Oliver is proposed to be elected as a Director
immediately following the AGM.

Oliver is the founder and Managing Partner of Black Mountain Partners Limited,
a London-based real estate investment and advisory firm. He brings a career
spanning investment banking, private equity, and the development and
realisation of landmark luxury resort assets across Southern Europe and the
Mediterranean.

 

Oliver began his career at Goldman Sachs in New York in Investment Banking
before joining Onex Corporation, where he led due diligence, transaction
structuring, and negotiations across private equity investments in the media
and entertainment sectors - giving him direct experience in complex asset
acquisition, operational restructuring, and value-maximising exit. Following
his MBA at Harvard Business School, Oliver spent eleven years as Founding
Managing Director of Porto Montenegro, transforming an 85-hectare former
Yugoslav naval base into one of Europe's premier mixed-use destinations -
comprising over 250 residential units, 450 marina berths, a 110-key five-star
Regent hotel, 50 retail outlets, a Knightsbridge boarding school, and
extensive amenities. The project was backed by Peter Munk (founder of Barrick
Gold), Lord Jacob Rothschild (RIT Capital Partners), and Bernard Arnault
(Groupe Arnault). He most recently completed the redevelopment and
repositioning of a mixed-use office asset in the City of London in partnership
with Ares Management, and has advised AroundTown AG on its Cypriot property
development activities.

 

Oliver is a shareholder in DCI owning 12,958,000 shares (1.43% of the
outstanding shares) and brings an investor's perspective to the Board. His
focus as a Director would be on accelerating value realisation - driving asset
sales, preparing the asset base for liquidity, and ensuring proceeds are
returned to shareholders efficiently.

The Board recommends that shareholders vote in favour of Resolution 6.

Resolution 7 - Renewal of the Company's share buyback authority.

At the present time, no share buybacks are contemplated but this authority
gives the Directors the flexibility to buy shares that are offered in the
market subject to a maximum of 14.99% of the outstanding shares.

The Board recommends that shareholders vote in favour of Resolution 7.

 

Enquiries

 DCI Advisors Ltd                                            nick.paris@d (mailto:nick.paris@dciadvisorsltd.com) ciadvisorsltd

                                                           (mailto:nick.paris@dciadvisorsltd.com) .com
 Nicolai Huls / Nick Paris, Managing Directors               (mailto:nick.paris@dciadvisorsltd.com)

 Sean Hurst, Chairman                                        +44 (0) 7738 470550

                                                             seanihurst@gmail.com
 Cavendish Capital Markets (Nominated Adviser & Broker)

 Jonny Franklin-Adams / Edward Whiley (Corporate Finance)

 Pauline Tribe (Sales)                                       +44 (0) 20 7220 0500
 FIM Capital Limited (Administrator)                         csleight@fim.co.im (mailto:csleight@fim.co.im) /noxley@fim.co.im

 Caitlin Sleight/Nick Oxley (Corporate Governance)

 

The following information is disclosed in accordance with AIM Rule 17 and
Schedule 2(g) of the AIM Rules for Companies for Mr Oliver John Christian
Corlette (aged 51):

 

 Current Directorships               Directorships in the past 5 years
 Black Mountain Partners Limited     Young Presidents' Organisation London
 Blue Investments d.o.o.             King William St Limited
 Meco Holdings Pty Ltd
 Corlette Design Limited
 Montevera Ltd
 Polish Industrial Real Estate SARL

 

Save as set out above there are no further disclosures required pursuant to
Rule 17 or Schedule Two, paragraph (g) of the AIM Rules for Companies.

 

 

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