REG - DCI Advisors Ltd - Extraordinary General Meeting Update

DCI AdvisorsAnnouncement

26/09/2025 09:30

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RNS Number : 0025B  DCI Advisors Limited  26 September 2025

26 September 2025

DCI Advisors Limited

Extraordinary General Meeting Update

On 20 December 2024, DCI convened the EGM following receipt of the Requisition
from Almitas proposing the appointment of Martin Adams as a director of DCI.
The EGM was convened for 28 February 2025 and was subsequently postponed
several times and is now being held on 10 October 2025.  Following receipt of
the Requisition, DCI appointed the Independent Directors to consider DCI's
response to the Requisition and provide their recommendation to DCI's
shareholders on how they should vote.  The Independent Directors comprise
Messrs. Sean Hurst (DCI's Chairman), Nicholas Paris and Nicolai Huls (DCI's
Joint Managing Directors).  Mr Gerasimos Efthimiatos is not an independent
director of DCI as he was appointed at the request of Almitas and is therefore
not considered to be independent of Almitas.

Ø The Independent Directors recommend that shareholders vote against the
appointment of Mr Adams as a director of DCI

 

Ø Mr Adams is an unsuitable candidate to join the DCI Board

 

Ø Almitas as a 20% shareholder should not have 2 nominees on the DCI Board

 

1.   The Independent Directors do not consider Mr. Adams to be independent
due to his recent associations with a business that was until recently engaged
in a significant dispute involving DCI.  As DCI is actively working (with
shareholder support) to move away from associations with individuals linked to
DCI's previous management arrangements, appointing Mr Adams to the Board would
run counter to this strategic direction and undermine efforts to ensure DCI
has a true independent future.

 

2.   The Independent Directors remain seriously concerned that Mr Adams
declined to support the change in DCI's management arrangements in 2023

 

3.   The Independent Directors also strongly believe that Mr Adams provided
inaccurate and misleading statements, which significantly undermines his
credibility and raises concerns regarding his suitability to serve as a
director of DCI.

 

4.   During the Independent Investigation it became apparent that Mr Adams
had an incomplete or inconsistent recollection of events, raising concerns as
to whether he currently possesses the capacity required to effectively
discharge his duties as a director of DCI, assuming that these incomplete or
inconsistent recollections were not mere dissembling.

 

5.   The Independent Directors are also aware that, following his
resignation from the Board, Mr Adams failed to respect clear requests from DCI
not to interfere with DCI's ongoing business.  He also failed to observe his
duty of confidentiality after he resigned from the DCI board in 2023.
Following his resignation, he continued to communicate his personal views,
including criticisms of the legal strategy pursued by the Independent
Directors, which he claimed was fundamentally flawed.  The Independent
Directors consider this behaviour to be unprofessional and designed to be
harmful to the interests of DCI and its shareholders as a whole.
Furthermore, in light of recent announcements, it is now evident that Mr
Adams' assertions were unfounded, raising further concerns as to why he chose
to share and promote these misleading views with others and his overall
competence to be a director of a company facing so many of the issues DCI has
faced in recent years.

 

To provide background to the Company's dealings with Mr Adams and to the basis
for the Independent Directors' views on him, shareholders should be aware of
the following.

 

Mr Adams served as a director and Chairman of DCI from July 2021 until his
resignation in February 2023.  He was appointed alongside Messrs Paris and
Huls at the request of several major shareholders concerned about DCI's
failure to dispose of assets as mandated by shareholders at the extraordinary
general meeting in 2016 and its strategic direction under its then management
and then board.  The new board's mandate included reviewing DCI's future.

 

Soon after their appointment, the then DCI directors discovered within DCI's
debt arrangements a condition that prevented DCI's former investment manager
being replaced as investment manager until the €13.1 million loan from a
private credit provider to DCI (approved by the previous board) was repaid.
This meant that DCI's former investment manager had to be retained as
investment manager at the end of 2021, although this retention was on
materially different terms to their previous appointment.  This loan was
repaid in December 2022 from the proceeds of the sale of DCI's investment in
the One & Only Kea Island resort.  However, whilst the net proceeds of
this sale were sufficient to repay the loan in full, they were not sufficient
to fund DCI's future obligations and operations.  DCI's former investment
manager therefore proposed that DCI should secure another loan on similar
terms to the previous loan, which would have involved a similar term
preventing the termination of DCI's former investment manager's investment
management agreement whilst the loan was outstanding.  Messrs Huls and Paris
were totally against accepting a loan with such a condition included.  Mr
Adams forcefully told them that he was comfortable with such a term.  Mr
Adams's willingness to accept this loan term surprised Messrs Huls and Paris
and added to them questioning his independence from DCI's former investment
manager.

 

Concerns regarding Mr Adams's independence deepened following the discovery of
potential issues  with a key corporate contract to which DCI was a party.
Whilst the other independent members of the then Board, Messrs Huls and Paris,
supported taking decisive steps in response to the findings, Mr Adams opposed
any such measures despite the evidence presented.  Even after further
outcomes emerged that raised additional questions about the process
surrounding this contractual arrangement, Mr Adams - though no longer a
director - conveyed to several DCI shareholders a view that downplayed the
seriousness of the issues.  His ongoing contact with parties involved in the
matter after his resignation in early 2023 has further reinforced concerns
about his lack of independence and judgement.

In early 2025, concerns about Mr. Adams's independence deepened significantly
following receipt by DCI of a legal affidavit from an individual who had been
closely involved in DCI's operations for many years.  The affidavit made
serious allegations about Mr Adams independence from certain of DCI's service
providers in his then role as DCI's chairman.

 

The Independent Directors have put this allegation to Mr Adams which he has
denied.  It was agreed with Mr Adams that DCI would undertake a thorough
Independent Investigation into this allegation, and a leading firm of Greek
lawyers was appointed to undertake this investigation.

 

In the light of this allegation, the Company postponed the EGM from its
original February date until this report was available.  The report was
inconclusive but did not exonerate Mr Adams.  The report does, however, raise
concerns about his reluctance to make the necessary changes that DCI was
advised to make to its management arrangements.  Messrs Huls and Paris
believe that Mr Adams made several statements during his interviews which do
not correspond to their recollection of the facts.

 

Whilst the report was inconclusive, this has not altered the Independent
Directors' view that the appointment of Mr Adams as a director of DCI would be
contrary to the interests of DCI's shareholders as a whole.  Two of the
Independent Directors witnessed Mr Adams' behaviour in his final months as a
director of DCI and were not surprised at the content of the legal affidavit
and the allegations about Mr Adams.

 

It is for this reason that the Independent Directors concluded that further
postponement of the EGM should be avoided but that given the seriousness of
the allegations against Mr Adams, which were made in a sworn affidavit,
together with their prior concerns over Mr Adams independence, DCI's
shareholders should be advised of the existence of this legal affidavit and
its contents so that they are aware of as many of the relevant facts as
possible before making their decision on how to vote their shareholding at the
EGM.

 

The Independent Directors have concluded that Mr Adams has nothing to
contribute to the future of DCI and the sale of its portfolio, nor would his
presence on the DCI board contribute positively to the governance or
management of DCI, particularly given their concerns about his lack of
independence and Mr Adams's decision not to act when issues with a major
contract involving DCI emerged.  Ultimately this led to his resignation from
the DCI board, rather than him fulfilling his fiduciary duty as a director to
act in the best interests of shareholders and not those of a third party.
For the Independent Directors this raised and raises serious concerns about
his commitment and alignment with shareholder interests.  Additionally, his
credibility is undermined by his inaccurate statements and inconsistent
recollections during the Independent Investigation, while his continued public
criticism after his resignation has been unprofessional and damaging to
shareholder interests. Collectively, these factors demonstrate that Mr Adams
does not meet the standards required to support and contribute to effective
and independent governance at DCI.

 

Shareholders should also note therefore that Messrs Huls and Paris, given
their prior experience of working with Mr Adams as outlined above, wish
shareholders to be aware that there is now a very high degree of mistrust of
Mr Adams and his motivation for wishing to be re-appointed to the DCI Board
given the manner in which his resignation occurred in 2023.  In particular,
the Independent Directors are concerned that Mr Adams had/has an agenda  to:

 

·    attempt to influence or halt the implementation of DCI's legal
strategy, which was reportedly a factor in his nomination to the Board by
Almitas.; and

 

·    engineer the sale of one of DCI's remaining key assets (the Kilada
Project in Greece) to a party with whom Mr Adams has a close relationship at
what the Independent Directors believe to be a discounted price.  A sale Mr
Adams tried to engineer before his resignation from the DCI board in 2023.

 

This is why the Independent Directors do not believe that the appointment of
Mr Adams as a director of DCI is in the best interests of DCI's shareholders
as a whole.  If Mr Adams is elected to the Board, he will be regarded as a
non-independent director of DCI.

 

 

The Independent Directors do not believe that it is appropriate for a 20%
shareholder, Almitas, to have two nominees on DCI's board.

 

1.   The Independent Directors believe that it would not be consistent with
principles of good corporate governance for a shareholder holding only 20% of
DCI's equity to have two representatives on the Board.  Such disproportionate
representation risks undermining the balance and independence of the Board,
which is essential to protecting the interests of all shareholders and not
furthering solely the interests of the 20% shareholder.

 

2.   Almitas has publicly and actively sought to disrupt the business of DCI
since shortly after it became a shareholder in 2023.  If Almitas was to have
two representatives on the DCI Board, the Independent Directors believe they
and Almitas would seek to use their position to act in a manner contrary to
DCI's stability and strategic direction to the detriment of the interests of
other shareholders.  For example, Almitas's principal, Ron Mass, has tried to
interfere with the progress of the Kilada Project in Greece in a manner that
resulted in disruption and unnecessary operational issues- all of which was
borne by the wider shareholder base.  Such conduct raises serious concerns
about the suitability for expanded Almitas board representation and the
potential harm it could cause to the majority of shareholders.

 

3.   The Independent Directors note with concern that Almitas, despite
holding approximately 20% of DCI's shares, is seeking to exercise control over
the Company without having provided financial support proportionate to his
shareholding.  Of the total funding required, since DCI became self-managed
in early 2023, to secure the Company's continued operations, Almitas only
provided 4.5% of the total funding, while 90% was provided by a broad base of
shareholders who placed their trust in the current Board and DCI's strategic
direction.  These supportive shareholders, acting on facts rather than
rhetoric, enabled DCI to remain viable and positioned for recovery, enabling
the current Board to deliver on its legal strategy and to continue to fund its
operations as well as deliver the sale of one of DCI's major assets, Aristo
Developers.  It is therefore deeply troubling that Almitas continues to try
to exert influence over the Company and benefit from the efforts and capital
of shareholders who took on the real financial risk in recent years.

 

4.   The Independent Directors are concerned that earlier this year, Almitas
actively sought to persuade the Board not to proceed with the sale of Aristo
Developers, despite the transaction being critical to addressing DCI's
near-term liquidity needs.  The Independent Directors believe that Almitas's
intention behind this effort was to engineer a liquidity crisis at DCI,
enabling Almitas to claim that it could provide a solution - either by
offering to acquire DCI's Aristo Developers stake or extend financing.
However, despite several requests by DCI to Almitas to confirm the terms on
which it would provide funding or acquire DCI's minority shareholding in
Aristo Developers, no credible or concrete proposal was ever presented.  The
Independent Directors continue to believe Almitas's approach was designed to
cause the Aristo Developers sale to fail, thereby creating conditions under
which Almitas could attempt to take board control.  In light of this and
given the disproportionate influence it would give to Almitas, the Independent
Directors do not believe it is appropriate for Almitas to be granted two seats
on the DCI Board.

 

5.   The Independent Directors believe that Almitas has consistently acted
in pursuit of its own interests, at the expense of the broader shareholder
base.  This behaviour has included a lack of transparency with DCI directors
and shareholders, reframing of events, attempting to rewrite facts, and a
willingness to cause short-term harm to the Company in order to advance a
personal agenda.  The Independent Directors do not believe that a shareholder
engaging in this type of behaviour should be entitled to two seats on the
Board.

 

6.   The current Board took, in 2024, proactive steps to strengthen its
composition by working with Nurole to identify and appoint additional
independent directors.  Almitas strongly objected to this initiative,
claiming that the additional cost of another director was not warranted.  It
is therefore inconsistent and self-serving that Almitas now claims there is
insufficient independence on the Board as a justification for seeking
increased Almitas representation.  In light of this, and given the
disproportionate influence it would create, the Independent Directors do not
believe it is appropriate for Almitas to be granted two seats on the DCI
Board.  More recently, DCI identified an ideal candidate to join the DCI
board, Mr Nikiforos Charagionis, who has extensive real estate experience in
Greece and Cyprus who was proposed by another significant shareholder in DCI,
Fortress Investment Group.  The Independent Directors have sought to persuade
Almitas to accept the appointment of this individual to the DCI Board in place
of Mr Adams, but Almitas has declined this attempt at compromise.

 

7.   The Independent Directors believe that Almitas actively pursued a
strategy aimed at undermining the Company's legal strategy including involving
Mr Adams to support this position.  Almitas attempted to convince other
shareholders that the legal strategy was too costly and too risky.  It became
apparent to the Independent Directors that Almitas's primary concern was that
the ongoing legal strategy was making it difficult for Almitas to find a buyer
for their shareholding.  The Independent Directors believe that Almitas was
prepared to forgo the substantial financial benefits flowing to DCI and DCI
shareholders from its legal strategy in order to facilitate Almitas's exit.
The Board is therefore delighted that the way is now clear for Almitas to
dispose of its shareholding in the Company,.

 

To provide background to the Company's dealings with Almitas and to the basis
for the Independent Directors' views on Almitas, shareholders should be aware
of the following.

 

During 2023 and 2024 there were regular discussions between DCI and Almitas
(and with many other DCI shareholders).  During these discussions the
Independent Directors were told on several occasions by the principal at
Almitas, Ron Mass, that he wanted DCI to:

 

·    change the management arrangements of DCI;

 

·    appoint a new investment manager on financial terms that would, in
the Independent Directors' view, materially increase the costs of running DCI;

 

·    sell one or more of DCI's key assets to third parties that the
Independent Directors believe had already been identified by Almitas or its
preferred candidate as investment manager at prices significantly below those
which the Independent Directors believe to be achievable: especially as two
separate offers had already been received for DCI's main asset, the Kilada
Project, at prices significantly in excess of the price that Almitas wanted it
to be sold at to their preferred buyer.  Negotiations are advancing with the
two potential buyers and the Independent Directors believe that the
appointment of Mr Adams will disrupt these discussions.  Further, that may be
one of the objectives behind the lodging of the Requisition by Almitas; and

 

·    stop the Company's legal strategy at a not insignificant cash cost to
the Company.

 

The Almitas position on DCI's legal strategy was not logical given that, due
to funding already secured by DCI, the costs in Greece were limited to
procedural costs.

 

When questioned about this position in 2024, Ron Mass told the Independent
Directors that he could not sell his shares to a buyer he had lined up whilst
the legal strategy was ongoing and that was why he wanted the legal strategy
stopped.  In the Independent Directors' opinion, this was an illogical and
unreasonable basis for abandoning a well-founded position which has delivered
a positive outcome for DCI.

 

In the Independent Directors strongly held opinion, Almitas is trying to gain
control of DCI without making a formal takeover offer so that it can
accelerate the break-up of DCI by selling assets quickly and cheaply to its
favoured buyers, even if they are sold for prices significantly below those
that the Independent Directors believe are achievable, and in respect of
Aristo Developers, have delivered.

 

During the many discussions in 2024 between DCI and Almitas, Ron Mass
requested that his nominee, Mr Efthimiatos, be appointed a director of DCI,
threatening to requisition an extraordinary general meeting of DCI to (a)
force his appointment through and (b) to remove one or more of the Independent
Directors from the DCI board if he was not appointed.

 

Almitas's threats were discussed with several other shareholders, and many of
them were not supportive of Mr Efthimiatos's appointment.  However, the
Independent Directors concluded that the disruption to the execution of
DCI's strategy  caused by such a requisition, and particularly, the
completion of the 2023 audit and the sales negotiations for several of DCI's
key assets, such disruption was best avoided.  Accordingly, Almitas was
informed that Mr Efthimiatos would be appointed to the DCI board although this
was delayed by the extended audit and listing suspension of DCI shares.  He
was appointed a director on 15 November 2024.  However, within two weeks and
despite indicating to the Independent Directors that Almitas was supportive of
DCI and only wanted to have one representative on the DCI board, Almitas
requested the appointment of Mr Adams as their second director and when the
Independent Directors declined to appoint him, Almitas lodged the Requisition.

 

This action has reinforced the Independent Directors' view that Almitas is
trying to gain creeping control of DCI without either making a formal offer
for the Company or paying an appropriate price so that it can pursue its own
agenda - which the Independent Directors do not believe is in the best
interests of DCI's shareholders as a whole.

 

More recently, on 15 April 2025 Ron Mass of Almitas emailed the chairman of
DCI and stated that:

 

"Given the shareholder approval of the buyback for 14.99% [at DCI's recent
AGM], if the company desires to repurchase a block of stock, we are open to
discussing the idea of selling some shares to the company."

 

This attempt to persuade the Independent Directors to favour Almitas ahead of
the interests of other DCI shareholders is symptomatic of how Almitas has
behaved since late 2023.  It is further evidence of why the Independent
Directors do not believe Almitas should have a second nominee on the DCI
board.  They strongly believe that any Almitas nominees will pursue the
Almitas agenda and not act in the interests of shareholders as a whole, which
would of course be contrary to their  legal duty and obligations as a
director.  That is not in the best interests of the other DCI shareholders.
DCI has already established a mechanism for returning capital to all DCI
shareholders pro rata to their shareholdings and the Independent Directors
believe that to favour Almitas as Ron Mass proposed would be a breach of
corporate governance best practice and fairness, in short unethical.

 

Receipt of this email from Ron Mass has reinforced the Independent Directors'
view that the appointment of Mr Adams as a DCI director would be contrary to
the interests of shareholders as a whole.

 

 

 

In conclusion, the Independent Directors:

 

·   believe that the appointment of Mr Adams as a director would be against
the interests of DCI shareholders as a whole;

 

·   have serious doubts about Mr. Adams's reliability to prioritise
shareholders' best interests, based on his past behaviour of opting to walk
away when situations became difficult for himself;

 

·   believe that Mr Adams cannot be trusted to act independently of the
wishes and agenda of his proposer, Almitas;

 

·   recommend that shareholders vote against the Almitas proposal to
appoint Mr Adams to the DCI Board at the EGM.  The independent Directors
intend to vote their shareholdings against Mr Adams appointment; and

 

·   the Independent Directors believe that many shareholders share their
views on Mr Adams and Almitas.

It is however vitally important that all shareholders vote.  Too often
shareholders express views of support to incumbent boards but then do not
follow through and even vote.  If shareholders do not wish to see Almitas
gain creeping control of DCI which could damage shareholders' interests, then
they should vote against the appointment of Mr Adams so that Almitas realises
that its agenda is not supported by DCI shareholders as a whole and that it
should desist from attempting to disrupt the operations of DCI in pursuit of
its own objectives.

 

Shareholders should also note that given the passage of time since December
2024 when the original EGM notice and proxy cards were posted to shareholders
and given the many changes in the composition of the share register in that
time and following receipt of legal advice, the Board has resolved that ALL
proxy votes received to date will be disregarded and that shareholders who
wish to vote at the EGM should complete and submit a new proxy card.  A copy
of this announcement is being posted to all shareholders together with a new
proxy card and Notice of EGM.

 

 

Enquiries:

 DCI Advisors Ltd

 Nicolai Huls / Nick Paris, Managing Directors                nick.paris@dciadvisorsltd.com

                                                              +44 (0) 7738 470550
 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)                          llennon@fim.co.im / noxley@fim.co.im

 Lesley Lennon / Nick Oxley (Corporate Governance)

 

Definitions

 

 "Almitas"                     Almitas Capital LLC

 "Aristo Developers"           Aristo Developers Limited

 "Board" or the "Directors"    The directors of DCI

 "DCI" or the "Company"        DCI Advisors Ltd

 "EGM"                         The extraordinary general meeting of the Company originally convened for 28
                               February 2025 and postponed to 10 October 2025

 "Independent Directors"       The Directors who are independent of Almitas namely Sean Hurst, Nicolai Huls
                               and Nicholas Paris

 "Independent Investigation"   The investigation commissioned by DCI into the allegations about Mr Adams and
                               his relationship with the Company's former investment manager

 "Kilada" or "Kilada Project"  Kilada Country Club, Golf & Residences, Greece

 "Requisition"                 The requisition received from Almitas on 5 December 2024 proposing the
                               appointment of Martin Adams as a director of DCI

 

 

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