REG - DCI Advisors Ltd - Half-year Report
23/01/2025 17:30
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RNS Number : 5130U DCI Advisors Limited 23 January 2025
DCI Advisors Ltd
("DCI") or the ("Company") and together with its subsidiaries the ("Group")
Half Year Results for the six months ended 30 June 2024
and
Restoration of Trading in Ordinary Shares on AIM
Highlights:
· At 30 June 2024, the total Group Net Asset Value ("NAV") was
€123.7 million. This represents a decrease of €2.4 million (2.0%) compared
to 31 December 2023. The NAV reduction is principally due to operating,
finance, corporate and management expenses.
· The net loss, after tax attributable to the owners of the
company, was €2.77 million (2023: loss €3.36 million).
· Following the notification of the Company's report and accounts
for the year ended 31 December 2023 on 16 January and the publication of these
interim results for the 6 months ended 30 June 2024, the Company's ordinary
shares, which have been suspended from trading since 1 July 2024, will be
restored to trading on AIM with effect from 07:30 a.m. tomorrow.
Enquiries
DCI Advisors Ltd
Nicolai Huls / Nick Paris, Managing Directors nick.paris@dciadvisorsltd.com (mailto:nick.paris@dciadvisorsltd.com)
+44 (0) 7738 470550
Cavendish Capital Markets Limited (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 (mailto:llennon@fim.co.im) / noxley@fim.co.im
(mailto:noxley@fim.co.im)
Lesley Lennon / Nick Oxley (Corporate Governance)
Chairman's Statement
Dear Shareholder,
I am pleased to report on the Interim results for the first half of 2024.
The Company remains focused on enhancing its corporate governance and
implementing the new investment policy and realisation strategy approved by
shareholders in December 2021. The Directors will continue to oversee the
Company's operations, manage its assets, and work towards their sale in line
with the new policy, while also returning surplus capital to shareholders.
Since the removal of Dolphin Capital Partners as investment manager on 20
2023, and Miltos Kambourides from the board of DCI Advisors Ltd on March 18,
2023, the Company has entered a stabilisation phase. During this time, efforts
have been focused on securing and managing its assets, preparing them for
sale. Construction at Kilada Hills has resumed, with improved cost-efficiency
to ensure the completion of Phase One, which is when the asset is expected to
be sold. Asset sale processes already underway have remained on track,
although none have yet reached a conclusion that requires notification.
Extraordinary General Meeting - 18(th) December 2024
At the EGM held on 19(th) December 2024, shareholders approved the redomicile
of the Company from the British Virgin Islands to Guernsey and this duly
happened on 23 December 2024. The Board would like to thank shareholders for
their engagement in passing this resolution. The new Articles of Association
of the Company contain a mechanism to enable it to return surplus capital to
shareholders.
Summary of Financial Performance
At the 30 June 2024, the Net Asset value of the Company measured as the equity
attributable to owners of the Company was € 123.7 million (31 December 2023:
€126.1 million) representing a decrease of 2% compared to 31 December 2023.
The net loss, after tax attributable to the owners of the company, was €2.77
million (2023: loss €3.36 million).
Additional Director
It is our intention to appoint a new independent Director in the coming months
in order to enhance the corporate governance within the Company. We will
update shareholders as soon as the process has been completed.
At the request of DCI Advisors' substantial shareholder, Almitas Capital,
there will be further EGM on 28(th) February 2025 to propose that Martin Adams
be re-elected to the Board as a non-executive Director. Your Directors will
communicate their response to this requisition shortly.
I would like to thank shareholders and our numerous service providers for the
support and confidence that they have given the Board in proceeding with the
changes outlined above.
Sean Hurst
Chairman
DCI Advisors Ltd
23 January 2025
Managing Directors' Statement
The audited Annual Report to 31 December 2023 was only issued on 16 January
2025 and the Managing Director's Report in it commented on all events up to
that date. There is no further news to report from that date to the date on
which this Interim Report is issued."
Nicolai Huls, Managing Director
Nick Paris, Managing Director
DCI Advisors Ltd
23 January 2025
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
For the six-month period ended 30 June 2024
Continuing operations 6 Months 6 Months
ended ended
30 June 30 June
2024 2023
(Unaudited) (Unaudited)
Note €'000 €'000
Revenue 5 4
Gross profit 5 4
Gain on disposal of equity-accounted investees -
Change in valuations - -
Directors' remuneration (188) (187)
Professional fees 6 (1,433) (1,910)
Administrative and other expenses 7 (494) (828)
Total operating and other expenses (2,115) (2,925)
Results from operating activities (2,115) (2,921)
Finance income - 57
Finance costs (426) (526)
Net finance costs (426) (469)
Share of losses on equity-accounted investees - -
Loss before taxation (2,536) (3,390)
Taxation - (1)
Loss from continuing operations (2,536) (3,391)
Discontinued operation
Loss from discontinued operation (274) (153)
Profit/loss for the year (2,810) (3,544)
Other comprehensive Loss
Foreign currency translation differences - (69)
Other comprehensive loss, net of tax - (69)
Total comprehensive loss (2,810) (3,613)
Loss attributable to:
Owners of the Company (2,772) (3,286)
Non-controlling interests (38) (258)
(2,810) (3,544)
Total comprehensive loss attributable to:
Owners of the Company (2,772) (3,355)
Non-controlling interests (38) (258)
(2,810) (3,613)
Loss per share
Basic and diluted loss per share (€) 10 (0.003) (0.004)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
30 June 31 December 2023
2024 (Audited)
(Unaudited)
Note €'000 €'000
Assets
Property, plant and equipment 8 43,204 42,240
Investment property 27,903 27,903
Equity-accounted investees 42,694 42,694
Non-current assets 113,801 112,837
Trading properties 56,517 56,516
Receivables and other assets 10 4,213 4,530
Cash and cash equivalents 90 471
Assets held for sale 24,399 24,388
Current assets 85,219 85,905
Total assets 199,020 198,742
Equity
Share capital 11 9,046 9,046
Share premium 11 569,847 569,847
Retained deficit (468,339) (465,567)
Other reserves 13,118 13,118
Equity attributable to owners of the Company 123,672 126,444
Non-controlling interests 4,243 4,281
Total equity 127,915 130,725
Liabilities
Loans and borrowings 12 11,298 11,298
Deferred tax liabilities 3,322 3,322
Lease liabilities 10,203 10,998
Trade and other payables 13 21,013 21,004
Non-current liabilities 45,836 46,622
Loans and borrowings 12 5,908 2,893
Lease liabilities 88 88
Trade and other payables 13 12,095 11,236
Liabilities directly associated with the assets held for sale 7,178 7,178
Current liabilities 25,269 21,395
Total liabilities 71,105 68,017
Total equity and liabilities 199,020 198,742
Net asset value ('NAV') per share (€) 14 0.14 0.14
The condensed consolidated financial statements were authorised for issue by
the Board of Directors on 23 January 2025.
Nick Paris
Nicolai Huls
Managing
Director
Managing Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six-month period ended 30 June 2024
Attributable to owners of the Company
Share Share Translation Revaluation Retained Non-controlling Total
capital premium reserve reserve deficit Total interests equity
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Balance at 1 January 2023 9,046 569,847 249 279 (467,314) 112,107 8,440 120,547
Comprehensive income
Loss - - - - (3,286) (3,286) (258) (3,544)
Other comprehensive income
Foreign currency translation differences (69) - - (69) - (69)
Total other comprehensive income - - (69) - - (69) - (69)
Total comprehensive income - - (69) - (3,286) (3,355) (258) (3,613)
TRANSACTIONS WITH OWNERS OF THE COMPANY
Changes in ownership interests in subsidiaries
Disposal of interests without a change in control - - - - - - - -
Total transactions with owners of the Company - - - - - - - -
Balance at 30 June 2023 9,046 569,847 180 279 (470,600) 108,752 8,182 116,934
9,046 569,847 180 12,938 (465,567) 126,444 4,281 130,725
Balance at 1 January 2024
Comprehensive income
Loss - - - - (2,772) (2,772) (38) (2,810)
Other comprehensive income
Foreign currency translation differences - - - - - - - -
Total other comprehensive income - - - -
Total comprehensive income (2,772) (2,772) (38) (2,810)
Balance at 30 June 2024 9,046 569,847 180 12,938 (468,339) 123,672 4,243 127,915
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six-month period ended 30 June 2024
30 June 30 June
2024 2023
(Unaudited) (Unaudited)
€'000 €'000
Cash flows from operating activities
Loss (2,810) (3,544)
Adjustments for:
Depreciation charge - 47
Interest expense 197 122
Exchange difference - (69)
Share of losses on equity-accounted investees, net of tax -
(2,613) (3,444)
Changes in:
Receivables 317 739
Payables 183 72
Cash used in operating activities (2,113) (2,633)
Tax paid - -
Net cash used in operating activities (2,113) (2,633)
Cash flows from investing activities
Acquisitions of investment property - -
Acquisitions of property, plant and equipment (964) (675)
Proceeds from other investments - -
Net cash (used in)/ from investing activities (964) (675)
Cash flows from financing activities
New loans 2,893 1,400
Proceeds from issue of redeemable preference shares - -
Transaction costs related to loans and borrowings - -
Interest paid (197) -
Net cash from/ (used in) financing activities 2,696 1,400
Net decrease in cash and cash equivalents (381) (1,908)
Cash and cash equivalents at the beginning of the period 471 2,226
Cash and cash equivalents at the end of the period 90 318
For the purpose of the consolidated statement of cash flows, cash and cash
equivalents consist of the following:
Cash in hand and at bank 90 318
Cash and cash equivalents at the end of the period 90 318
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024
1. REPORTING ENTITY
DCI Advisors Ltd (Formerly: Dolphin Capital Investors Ltd) (the 'Company') was
incorporated and registered in the British Virgin Islands ('BVI') on 7 June
2005 and on 23 December 2024 it migrated from the BVI to Guernsey in The
Channel Islands. The Company is a real estate investment company focused on
the early-stage, large-scale leisure-integrated residential resorts in the
Eastern Mediterranean. The Company was managed, until 20 March 2024, by
Dolphin Capital Partners Ltd (the 'Investment Manager'), an independent
private management firm that specialises in real estate investments, primarily
in south-east Europe, and thereafter the Company became self-managed. The
shares of the Company were admitted to trading on the AIM market of the London
Stock Exchange ('AIM') on 8 December 2005.
With effect from 01 June 2023, the name of the Company was changed from
Dolphin Capital Investors Ltd to DCI Advisors Ltd.
These condensed consolidated interim financial statements of the Company as at
and for the six-month period ended 30 June 2024 comprise the financial
statements of the Company and its subsidiaries (together referred to as the
'Group') and the Group's interests in equity-accounted investees. These
interim financial statements have not been subject to an audit.
2. basis of preparation
a. Statement of compliance
These condensed consolidated interim financial statements for the six-month
period ended 30 June 2024 have been prepared in accordance with IAS 34 Interim
Financial Reporting and should be read in conjunction with the Group's last
annual consolidated financial statements as at and for the year ended 31
December 2023 ('last annual financial statements'). They do not include all of
the information required for a complete set of financial statements prepared
in accordance with IFRS Standards. However, selected explanatory notes are
included to explain events and transactions that are significant to an
understanding of the changes in the Group's financial position and performance
since the last annual financial statements. They are presented in Euro (€),
rounded to the nearest thousand.
These condensed consolidated interim financial statements were authorised for
issue by the Board of Directors on 23 January 2025.
b. Basis of preparation
The condensed consolidated interim financial statements of the Company for the
six-month period ended 30 June 2024 have been prepared on a going concern
basis, which assumes that the Group will be able to discharge its liabilities
in the normal course of business.
The Group's cash flow forecasts for the foreseeable future involve
uncertainties related primarily to the exact disposal proceeds and timing of
disposals of the assets expected to be disposed of. Management believes that
the proceeds from forecast asset sales will be sufficient to maintain the
Group's cash flow at a positive level. Should the need arise, management will
take actions to reduce costs and is confident that it can secure additional
loan facilities and/or obtain repayment extension on existing ones, until
planned asset sales are realised and proceeds received.
Ιf, for any reason, the Group is unable to continue as a going concern, then
this could have an impact on the Group's ability to realise assets at their
recognised values and to extinguish liabilities in the normal course of
business at the amounts stated in the condensed consolidated interim financial
statements.
Based on these factors, management has a reasonable expectation that the Group
has and will have adequate resources to continue in operational existence for
the foreseeable future.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024 (Cont'd)
3. PRINCIPAL subsidiaries
The Group's most significant subsidiaries were the following:
Country of Shareholding interest
Name Project incorporation 30.6.2024 31.12.2023*
Scorpio Bay Holdings Limited Scorpio Bay Resort Cyprus 100% 100%
Scorpio Bay Resort S.A. Scorpio Bay Resort Greece 100% 100%
Xscape Limited Lavender Bay Resort Cyprus 100% 100%
Golfing Developments S.A. Lavender Bay Resort Greece 100% 100%
MindCompass Overseas One Limited Kilada Hills Golf Resort Cyprus 85% 85%
MindCompass Overseas S.A. Kilada Hills Golf Resort Greece 85% 85%
MindCompass Overseas Two S.A. Kilada Hills Golf Resort Greece 100% 100%
MindCompass Parks S.A. Kilada Hills Golf Resort Greece 100% 100%
DCI Greek Collection Limited Kilada Hills Golf Resort Cyprus 100% 100%
DCI Holdings One Limited (1) Aristo Developers BVIs 100% 100%
D.C. Apollo Heights Polo and Country Resort Limited Apollo Heights Resort Cyprus 100% 100%
Symboula Estates Limited Apollo Heights Resort Cyprus 100% 100%
Azurna Uvala D.o.o. Livka Bay Resort Croatia 100% 100%
Eastern Crete Development Company S.A. Plaka Bay Resort Greece 100% 100%
Single Purpose Vehicle Ten Limited (2) One&Only Kea Resort Cyprus 67% 67%
The above shareholding interest percentages are rounded to the nearest
integer.
(1) This entity holds a 48% shareholding interest in DCI Holdings Two Ltd
("DCI H2") which is the owner of Aristo Developers Ltd.
(2) In December 2022 year this entity disposed of the 50% shareholding
interest in Single Purpose Vehicle Fourteen Limited (owner of One&Only Kea
Resort).
4. Significant accounting policies
The accounting policies applied by the Group in these condensed consolidated
interim financial statements are the same as those applied by the Group in its
consolidated financial statements as at and for the year ended 31 December
2023. Α number of new standards are effective from 1 January 2024, but they
do not have a material effect on the Group's financial statements.
Where necessary, comparative figures have been adjusted to conform to changes
in presentation in the current period.
5. USE OF JUDGEMENTS AND ESTIMATES
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates.
ln preparing these condensed consolidated interim financial statements, the
significant judgements made by the management in applying the Group's
accounting policies and the key sources of estimation and uncertainty were the
same as those applied to the last annual financial statements.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024 (Cont'd)
6. PROFESSIONAL FEES
6 Months 6 Months
ended ended
30 June 30 June
2024 2023
(Unaudited) (Unaudited)
€,000 €,000
Legal fees 494 810
Auditors' remuneration 47 100
Accounting expenses 57 75
Appraisers' fees 17 12
Project design and development fees - 100
Consultancy fees 194 53
Administrator fees 159 115
Other professional fees 465 669
Total 1,433 1,934
7. ADMINISTRATIVE AND OTHER EXPENSES
6 Months 6 Months
ended ended
30 June 30 June
2024 2023
(Unaudited) (Unaudited)
€,000 €,000
Travelling and accommodation 42 72
Insurance 50 22
Marketing and advertising expenses 5 28
Personnel expenses 195 230
Rents 64 12
Other 138 505
Total 494 869
8. Property, plant and equipment
Property under construction Land & Machinery & equipment
€'000 buildings €'000 Other Total
€'000 €'000 €'000
30 June 2024 (Unaudited)
Cost or revalued amount
At beginning of the period 11,392 39,552 377 45 51,365
Direct acquisitions 906 58 - - 964
At end of the period 12,298 39,610 377 45 52,329
Depreciation and impairment
At beginning of the period - 8,719 367 39 9,125
Depreciation charge for the year - - - - -
At end of the period - 8,719 367 39 9,125
Carrying amounts 12,298 30,891 10 6 43,204
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024 (Cont'd)
9. Property, plant and equipment (cont'd)
Property under construction Land & Machinery & equipment
€'000 buildings €'000 Other Total
€'000 €'000 €'000
31 December 2023 (Audited)
Cost or revalued amount
At beginning of year 8,924 20,457 377 45 29,803
Revaluation - 19,094 - - 19,093
Direct acquisitions 2,468 1 - - 2,469
At end of year 11,392 39,552 377 45 51,365
Depreciation and impairment
At beginning of year - 14,174 365 38 14,577
Depreciation charge for the year - 47 2 1 50
Reversal of impairment loss - (5,502) - - (5,502)
Exchange difference - - - - -
At end of year - 8,719 367 39 9,125
Carrying amounts 11,392 30,833 10 6 42,240
Fair value hierarchy
The fair value of land and buildings, has been categorised as a Level 3 fair
value based on the inputs to the valuation techniques used.
Valuation techniques and significant unobservable inputs
The valuation techniques used in measuring the fair value of land and
buildings, as well as the significant unobservable inputs used, are the same
as those used as at 31 December 2023.
10. RECEIVABLES AND OTHER ASSETS
Note 30 June 31 December 2023
2024 (Audited)
(Unaudited)
€'000 €'000
Other receivables 1,367 1,717
VAT receivables 836 915
Total Trade and other receivables 2,203 2,632
Amounts Receivable from Investment Manager 15.2 1,898 1,898
Prepayments and other assets 112 -
Total 4,213 4,530
The amount receivable from Investment Manager relates to €3.0 million (2023:
€3.0 million) of advance payments made net of variable management fee
payable of €1.1 million (2023: €1.1 million). See note 15.2 for further
information.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024 (Cont'd)
11. capital and reserves
Capital
Authorised share capital
As at 30 June 2024 and 31 December 2023 '000 of shares €'000
Common shares of €0.01 each 2,000,000 20,000
Movement in share capital and premium
Shares in issue Share capital Share premium
'000 €'000 €'000
Capital at 1 January 2023 and to 30 June 2024 904,627 9,046 569,847
Reserves
Translation reserve: Translation reserve comprises all foreign currency
differences arising from the translation of the financial statements of
foreign operations.
Revaluation reserve: Revaluation reserve relates to the revaluation of
property, plant and equipment from both subsidiaries and equity-accounted
investees, net of any deferred tax.
12. loans AND BORROWINGS
30 June 31 December 2023
2024 (Audited)
(Unaudited)
€'000 €'000
Redeemable preference shares 11,298 11,298
Shareholder Loans 3,790 2,893
Total 15,088 14,191
Redeemable preference shares
Shareholder Loans 3,790 2,893
Within one year 3,790 2,893
Redeemable preference shares 11,298 11,298
Shareholder Loans - -
Two to five years 11,298 11,298
Redeemable preference shares
On 18 December 2019, the Company signed an agreement with an international
investor for a €12 million investment in the Kilada Hills Project. The
investor agreed to subscribe for both common and preferred shares. The total
€12 million investment was payable in 24 monthly instalments of €500,000
each. Under the terms of the agreement, the investor is entitled to a priority
return of the total investment amount from the net disposal proceeds realised
from the project and retains a 15% shareholding stake in Kilada. As of 30 June
2024, 15.00% (31 December and 30 June 2023: 15.00%) of the ordinary shares
have been transferred to the investor.
As of 30 June 2024, 12,000 redeemable preference shares (31 December and 30
June 2023: 12,000) were issued as fully paid with value of €1,000 per share.
The redeemable preference shares were issued with a zero-coupon rate and are
discounted with a 0.66% effective monthly interest rate, do not carry the
right to vote and are redeemable when net disposal proceeds are realised from
the Kilada Project.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024 (Cont'd)
12. loans AND BORROWINGS (cont'd)
Shareholder Loans
During 2023 and 2024, the Company entered into a number of shareholder loans
totaling €3.79million (30 June 2024: €2.89 million). These loans attract
an interest rate of 12% per annum on a non-compounding basis, with no fees
payable on disbursement or repayments. The initial termination date of each of
the loans is on their 12 month anniversary but all loan maturity dates have
been extended by agreement with the lender when they fell due. The Group is
providing collateral in the form of security over certain Company assets which
exceeds the aggregate value of the loans, the termination date.
Terms and conditions of the loans
The terms and conditions of other outstanding loans is as follows:
Secured loan Currency Interest rate Maturity dates 2024 2023
€'000 €'000
Livka Bay Euro Euribor plus 4.25% p.a. Tied to the sale date 3,994 4,155
Shareholder loans Euro 12% Various 3,790 2,893
Total interest-bearing liabilities 8,190 7,048
Terms and conditions of the loans
*The loan on Livka Bay has been categorised within liabilities held for sale.
The Loan from PBZ Bank was due to be paid on 31 December 2023. The bank has
agreed to extend the repayment date until the date on which the sale of Livka
Bay completes and this arrangement remains ongoing.
** When any of the shareholder loans reached the 12 month maturity date, the
lender has agreed to extend its maturity via a loan extension agreement
pending the completion of the sale of one of the Company's assets.
Security given to lenders
As at 30 June 2024, the Group's loans were secured as follows:
· Regarding the Kilada preference shares, upon transfer of the
entire amount of €12 million from the investor in accordance with the terms
of the agreement, a mortgage is set against the immovable property of the
Kilada Hills Project, in the amount of €15 million (2021: €15 million).
· Regarding the Livka Bay loan, a mortgage against the immovable
property of the Croatian subsidiary, Azurna Uvala (the owner of "Livka Bay"),
with a carrying value of €17.7 million (2021: €17.0 million), two
promissory notes, a debenture note and a letter of support from its parent
company Single Purpose Vehicle Four Limited.
· Regarding the Shareholder Loans, in line with the agreements the
group is providing collateral in the form of security over certain Company
assets.
· In addition, the development at OOKI was partly funded by a
construction loan which was secured over its assets and those of Scorpio Bay
asset. Steps are being taken to remove the security over Scorpio Bay now that
we have sold our interest in OOKI and this is expected to happen shortly.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024 (Cont'd)
13. Trade and other payables
30 June 31 December 2023
2024 (Audited)
(Unaudited)
€'000 €'000
Land creditor 20,752 20,752
Other payables and accrued expenses 12,356 11,488
Total 33,108 32,240
30 June 31 December 2023
2024 (Audited)
(Unaudited)
€'000 €'000
Non-current 21,013 21,004
Current 12,095 11,236
Total 33,108 32,240
Land creditors relate to contracts in connection with the purchase of land at
Lavender Bay from the Church. The above outstanding amount bears an annual
interest rate equal to the inflation rate, which cannot exceed 2% p.a.. Full
settlement is due on 31 December 2025. The Group is in negotiations with the
land creditor with a view to ensuring that no additional funds are paid to
them under the sale and purchase contracts until the resolution of the legal
dispute with the Greek State and, also to reduce the overall quantum of the
Group's deferred liabilities to them, potentially swapping all or part of the
deferred payments against equity in the project.
14. NAV per share
30 June 2024 31 December 2023
(Unaudited) (Audited)
'000 '000
Total equity attributable to owners of the Company (€) 123,672 126,444
Number of common shares outstanding at end of year 904,627 904,627
NAV per share (€) 0.14 0.14
15. Related party transactions
15.1 Directors' interest and remuneration
Directors' interests
Miltos Kambourides is the founder and managing partner of the Investment
Manager whose IMA was terminated on 20 March 2023 and he was removed as a
Director on 18 March 2023.
Martin Adams, Nick Paris and Nicolai Huls were non-executive Directors
throughout 2022, with Mr. Martin Adams serving as Chairman of the Board of
Directors. On 10 February 2023, Martin Adams resigned as a Director and Sean
Hurst was appointed as a non-executive Director and Chairman. On 15 November
2023, Gerasimos Efthimiatos was appointed as a non-independent non-executive
Director.
The interests of the Directors as at 30 June 2024, all of which are
beneficial, in the issued share capital of the Company as at this date were as
follows:
Shares
'000
Nicolai Huls 775
Nick Paris 1,634
Sean Hurst 475
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024 (Cont'd)
15. RELATED PARTY TRANSACTIONS (Cont'd)
Save as disclosed in this Note, none of the Directors had any interest during
the year in any material contract for the provision of services which was
significant to the business of the Group.
Directors' remuneration
30 June 30 June
2024 2023
(Unaudited) (Unaudited)
€'000 €'000
Remuneration 188 187
Total remuneration 188 187
The Directors' remuneration details were as follows:
30 June 30 June
2024 2023
(Unaudited) (Unaudited)
€'000 €'000
Martin Adams (resigned 10 February 2023) 0 8
Sean Hurst (appointed 10 February 2023) 38 29
Nick Paris 75 75
Nicolai Huls 75 75
Total 188 187
Miltos Kambourides waived his fees for 2023 through to the date he was removed
from the board.
15.2 Investment Manager remuneration
On 20 March 2023 the Directors terminated the Investment Management Agreement
dated 1 December 2021 (the "IMA") between the Company and the Investment
Manager. Since 31 December 2021 no fixed management fee was due to the
Investment Manager. The following outlines the amount receivable from the
investment manager following the termination.
30 June 31 December 2023
2024 (Audited)
(Unaudited)
€'000 €'000
Variable management fee payable (1,075) (1,075)
Project Fees (2) (2)
Incentive fee advance payments 2,975 2,975
Amount Receivable from Investment Manager 1,898 1,898
15.3 Other related party transactions
15.3.1 Exactarea Holdings Limited
On 15th December 2022 SPV10 entered into a bridge loan facility with its 33%
shareholder Exacterea Holding Limited, making available of a principle amount
up to €6.6 million. The loan is interest-free and repayable at the latest
six months from the date of the agreement.
This loan was in connection with the sale of our interest in OOKI, agreed to
be deemed to be fully repaid when the courts in Cyprus approved an application
to reduce the share premium reserve account of SPV10.
As at 31 December 2022 the full €6.6 million was outstanding. The
application above was approved on 16th of January 2023, and the loan is
therefore deemed to have been fully repaid.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six-month period ended 30 June 2024 (Cont'd)
15. RELATED PARTY TRANSACTIONS (Cont'd)
15.3.2 Discover Investment Company and Almitas Capital LLC
Nicolai Huls is a Director of Discover Investment Company which provided
shareholder loans of €350 thousand to the Company in May 2023 and July 2024.
In September 2023, Almitas Capital LLC, who owns more than 10% of the issued
share capital of the Company, provided two loans to the Company amounting to
US$330 thousand in total.
The terms of each of these loans are the same as the loans provided by other
shareholders who are not Related Parties and the loans are for an initial 12
month term bearing an interest rate of 12% per annum with no fees payable on
disbursement or repayment. Collateral in the form of security over certain
Company assets is being put in place which exceeds the aggregate value of the
loans.
16. CONTINGENT LIABILITY
The Company is currently in dispute a supplier over invoices for services
during 2023 for which contracted terms had not been agreed. The Directors
intend to contend these amounts and no provision has been made in the
accounts.
17. SUBSEQUENT EVENTS
On 8 November 2024, the Company announced the proposed migration of the
Company from the British Virgin Islands to Guernsey. This should be seen a
continuation of the Company. There will be no change to the investment
strategy following the migration. At the same time the Directors announced the
adoption of a new management incentive plan through the creation of an
Employee Stock Option Plan ("ESOP"). The Directors have also announced the
intention to create B shares in the Guernsey entity which allow a more
favourable mechanism for the return of Capital. This change was subject to the
approval of the shareholders at an extraordinary general meeting held on 19
December 2024. At the meeting, the migration and B share creation were
approved but the ESOP was not. The migration took place on 23 December 2024.
On 9 December, the Company announced that it was changing its accounting
reference date from 31 December to 30 June and as a result the next set of
audited financial statements will be published for the eighteen-month period
ending 30 June 2025.
There were no other material events after the end of the reporting period
which have a bearing on the understanding of the consolidated financial
statements as at 30 June 2024.
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