REG - DCI Advisors Ltd - Shareholder Update

DCI AdvisorsAnnouncement

25/09/2025 09:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250925:nRSY8063Aa&default-theme=true

RNS Number : 8063A  DCI Advisors Limited  25 September 2025

DCI Advisors Ltd

(the "Company" or "DCI")

Shareholder Update

25th September 2025

Company  update

The Directors of your Company are proud to report significant progress in 2025
across the Company's complex portfolio. As a specialised Company holding a
range of illiquid, largely undeveloped land assets in remote locations, the
Company has faced a number of legacy challenges, which were inherited by the
current Board. Over the past year, key asset sales have been completed with in
some cases final steps pending, strategic restructuring is nearing
finalisation, and the Company is now well-positioned for the future - bringing
the return of capital to shareholders significantly closer.

 

Successful Asset Sales Mark Milestones in our Realisation Strategy

The total transaction value agreed this year is more than €45 million - the
highest annual result DCI has achieved since implementing its realisation
strategy in December 2016. The cash element for these transactions adds up to
close to €33 million. The remainder relates to payment in kind as part of
the Aristo Developers sale. Up until the end of August these transactions
resulted in a cash inflow of close to €11m of which €3.2m was paid on an
escrow account. More details on this are discussed later in this update. This
figure of over €45 million represents nearly 40% of the total realised
transaction value since its realisation strategy was implemented. Since their
appointment to the Board just over four years ago, the two executive directors
have, including the sale of One&Only at Kea Island (OOKI), overseen
€63.6 million in transactions. The majority of the €17.9 million in OOKI
proceeds were used to repay a loan facility and outstanding liabilities. The
2025 transactions position DCI to  make its first shareholder distribution
since the Company's inception nearly 20 years ago - subject to the release of
the final cash payments to the Company. Any such distribution will depend on
the obligations regarding continued deleveraging, the settlement of
outstanding tax liabilities, and the ongoing development at Kilada.

 

Aristo Developers Ltd

The Company announced in February 2025 the sale of its entire stake in Aristo
Developers for €31.1 million, which also included selling DCI's remaining
stake in the Venus Rock development land site.  This landmark transaction
demonstrates the Company's ability to unlock value from its holdings.  The
consideration for the sale was a combination of cash and residential land in
Cyprus, strengthening DCI's liquidity and supporting the ongoing development
of DCI's main asset in Greece, Kilada Country Club.

 

On 21 February 2025, DCI received the first cash tranche of €4.6 million
from the sale and in a further milestone, the three residential development
land plots in Paphos - valued at €12.8 million - were successfully
transferred to DCI on 6 May 2025.  The acquired plots, all with division
planning permissions, are being held as current assets and are being marketed
for sale rather than being developed.

 

One plot, located in Peyia, includes 12 individual building sites with
sweeping coastal views over Coral Bay.  The remaining two plots are seafront
sites near Mandria village which are close to Paphos airport, covering 38,000
square meters in total.  The sale process for these plots is now actively
underway, with marketing efforts already initiated.

 

On 21 May 2025, a second payment of €4.1 million was received, with
€908,830 received directly by DCI and €3.2 million placed in escrow to
cover any unforeseen historical potential tax liabilities in Cyprus.  A final
payment of €6.1 million is due following receipt of the requisite Cypriot
tax clearances and efforts are well underway with the Company's tax advisors
to obtain that clearance.  In return for the payments received to date, DCI's
shareholding in DCI Holdings Two Limited (which owns Aristo Developers) has
been reduced from 47.93% to 10.68%, with the final shares to be transferred
upon receipt by DCI of the final payments.  The release of the €3.5 million
payment related to the Venus Rock sale transaction is expected as soon as the
relevant Cypriot tax clearance has been received.  Obtaining the tax
clearance certificates has taken longer than expected but the Company has been
advised that the first certificate is expected to be handed over in October.
A further announcement will be made at that time.

 

Apollo Heights

Following this success with Aristo Developers, DCI recently announced the sale
of its land at Apollo Heights in Paramali, Cyprus, for €7.5 million - a
price well above the carrying value in the most recent interim accounts.  DCI
has received €2.5 million as a deposit on the signing of the Sale and
Purchase Agreement with the remainder to be paid at the closing of the
transaction which is expected to be once the tax position has been
established. This agreement further exemplifies the Board's momentum in
executing the Company's realisation strategy.

 

Livka Bay

Although the sale of Livka Bay did not proceed as planned in 2024 due to the
prospective buyer's inability to secure financing, the Company remains
confident in the asset's strong appeal to other potential buyers.  Colliers
has been reappointed to market the project, and a renewed, active sales
process is currently underway, positioning the asset for a successful
transaction.

 

Kilada Country Club: Significant Development Progress and Global Marketing
Launch

We would like to  emphasise that the collective effort of our dedicated local
team, suppliers, and contractors - despite a highly challenging environment -
has been truly invaluable. Their unwavering commitment made progress possible
under circumstances that were, at times, extremely difficult, all driven by
our shared belief in Kilada as a transformative and exceptional project.

 

As a Board, we are deeply grateful for their patience, dedication, and the
sacrifices they have made to keep this vision on track. While their
achievements may not be fully understood or recognised by many, they are fully
acknowledged and deeply appreciated by the Board. They continued their efforts
to deliver results despite ongoing attempts by certain parties to discredit
their support, involvement, and accomplishments. Their resilience and
professionalism have been critical to the project's progress. The Board looks
forward to continuing our cooperation as we work together to realise the full
potential of Kilada.

 

At the heart of DCI's plans is the completion of Phase One of the Kilada
Country Club project in Greece.  Since 2023, the Company has invested
approximately €11 million, of which €1.2 million was invested in 2025,
into this high-potential development.  DCI also injected further cash
amounting to €1.9 million in order to repay an outstanding loan to the
Company's JV-partner.

 

Since 2023, significant progress has been made on the Kilada project.  The
archaeological team has released 95% of the golf course land, minimizing
concerns about archaeological findings.  Supported by our Greek team in
December 2023, the Company was able to get the Greek government to approve the
release of a €1.5 million grant payment for the project, with an additional
€4.5 million grant payment expected over the next year.  The progress made
in 2023 was not only confirmed by the release of the government grant but was
also confirmed by a strong uplift in the valuation for the project.  By the
end of 2024, nine holes were grassed, and had been played by wealthy
individuals residing in the area.  Since then, additional holes have been
shaped and are ready for grassing, which is imminent.  Excavations for the
golf clubhouse and country club are finished, and foundation reinforcements
and columns are in place.

 

Preliminary discussions are underway to agree terms with a 5-star hotel
operator in order to secure hotel development financing.  Acceleration of the
development is expected as DCI has budgeted more cash for the development over
the coming months from the net sales proceeds from the Aristo Developers and
Apollo Heights disposals which will confirm the Project's advancing maturity.

 

Investor interest in Kilada continues to grow, with ongoing discussions for
potential full or partial sales of the Project.  To maximise the asset's
market potential, DCI is working with Savills Greece, a leading international
real estate agency, to lead and support the sales and exit process.  This
strategic partnership is expected to enhance marketing reach and attract
high-quality buyers both from within Greece and internationally, positioning
Kilada for a successful sale once development milestones are fully achieved.

 

 

 

 

Other Greek Developments

Constructive discussions continue to be ongoing with the Greek Church to
restructure the original purchase terms for Lavender Bay as a result of the
ownership dispute with the Greek State, with the goal of reaching a mutually
beneficial agreement that reflects current market conditions.  Importantly,
there is a potential buyer for the asset, and DCI is working to align all
parties to facilitate a successful transaction.

 

While no exit discussions are currently underway for the other two Greek
assets at Plaka Bay and Scorpio Bay, Savills will support DCI in progressing
those opportunities towards a sale.

 

Operational Efficiency and Cost Management

Despite a challenging and at times hostile environment, the Equity
attributable to owners of the Company remained resilient, holding relatively
stable at €108 million at the end of 2024, compared to €112 million at the
end of 2022. These figures include the Aristo Transaction but exclude the
Apollo Transaction, which is at a premium of €1.9 million above carrying
value, as well as the impact from the announcement as set out in the RNS dated
12 September 2025.

 

Cost discipline has been applied to capture most of the savings associated
with no longer having an external investment manager. Professional Fees have
seen a steady decline from €6 million in 2021 to €3.8 million in 2024, a
reduction of over 37%. This includes a notable decrease in Investment Manager
remuneration, contributing significantly to overall savings. Total
Professional Fees, including Administrative and other expenses, followed the
same trend, falling from €7.3 million in 2021 to €5.4 million in 2024, a
27% overall reduction. This result was maintained despite several one-off
legacy-related expenses. Legal costs, in particular, rose temporarily to
€1.7 million in 2023 due to exceptional items, including the
re-domiciliation of the Company to Guernsey and the resolution of inherited
legal matters. These costs were managed down to €1 million in 2024. Total
legal fees during 2023-2024 were approximately €1.7 million above the
historical average, which typically ranges between €400,000 and €600,000
annually. Going forward, legal costs are expected to return to these levels or
lower, relating mainly to operational matters and asset disposals. With many
of the legacy issues now resolved, a number of one-off expenses are not
expected to recur, supporting a further reduction in costs going forward. In
addition, continued operating efficiencies and the ongoing reduction of the
DCI portfolio through asset sales are expected to contribute to a lower
overall cost base with the ultimate intention to liquidate the Company at the
appropriate time.

 

The successful re-domiciliation of DCI to Guernsey strengthened its corporate
governance and has positioned the Company for improved capital management,
including the return of surplus capital to shareholders once the proceeds of
further asset sales are received.

 

Financial Position

Since the Company became self-managed in March 2023, the Company's operating
expenses have been funded by its shareholders. The Board extends its sincere
gratitude to all shareholders who were willing and able to provide financial
support for the execution of the Company's investment strategy. We also wish
to thank all service providers - including our legal advisors - for their
patience, flexibility, and continued support during a period of financial
constraint. The Board deeply appreciates their trust and belief in our ability
to execute the strategy and manage the Company through this transitional
phase. The total shareholder loans received during this period amounted to
approximately €7.2 million, a portion of which were used to refinance
maturing shareholder loans.  As of the end of 2024, outstanding shareholder
loans stood at €4.9 million.

 

Of the €7.75 million cash proceeds (€11 million minus €3.2 million)
received in the six months to 30 June 2025, a net €1 million of shareholder
loan repayments plus interest were made.  Since then, an additional €1.7
million is in the process of being repaid leaving a remaining balance of
€2.2 million, which is contractually scheduled for repayment in 2026.

 

In May 2025, the Company also repaid €1.9 million, funded by sales proceeds
and a shareholder loan, to its joint venture partner at Kilada Country Club.
In addition, other outstanding payables and accrued expenses were reduced by
€1.5 million during the year.

 

Altogether, the Company's total deleveraging so far in 2025 amounted to €4.4
million including loan repayments and reduction in outstanding payables. This
is excluding the €1.7 million in expected shareholder loans repayments which
are currently in process of being repaid.

 

Legal Update

Since 2023, the Company has achieved multiple legal successes as part of its
various legal disputes - successes that have directly protected and advanced
shareholder interests. The latest legal update was set out in the RNS dated 12
September 2025.

 

Some shareholders and a former director previously expressed strong opposition
to the Board's legal strategy and questioned the ability of the Board to bring
these matters to a successful resolution. The Board believes that the outcome
of these proceedings clearly demonstrates the merit of its approach and its
determination to protect shareholder value. Despite the doubts and attempts to
discredit its efforts, the Board remained focused and has now delivered
results that speak for themselves. The Board is confident  that shareholders
recognise that and that the legal strategy the Board followed was the correct
path designed to protect and enhance shareholder value and interests.

 

Legal costs have been carefully managed, resulting in a nearly 40% reduction
in legal fees in 2024 - reflecting a deliberate balance between maintaining a
robust legal position and disciplined cost control. While the Board
acknowledges that legal expenses have been elevated since 2023, we firmly
believe these were necessary to protect the Company and prevent future
disruption. Legal costs are expected to return to more normalised levels going
forward.

 

Corporate Governance Enhancement

Since 2021, the Company has made steady and meaningful progress in
strengthening its corporate governance framework, reflecting our ongoing
commitment to transparency, accountability, and alignment with shareholder
interests.  We recognise that good governance is not a one-time achievement
but a continuous process, and we remain open to making further improvements.

 

As part of this commitment, the Board has consistently maintained an open
stance toward strengthening its composition, including the addition of new
non-executive directors.  To support this objective, the Board engaged
Nurole, a leading board-level recruitment platform, in April 2024 to identify
and recommend suitably qualified candidates.  However, this process was
paused following concerns raised by a major shareholder regarding the
associated costs of adding new directors to the DCI Board.  The Board
respected these concerns, underscoring its responsiveness to shareholder
feedback.  However, at the request of that same shareholder, Gerasimos
Efthimiatos was appointed as a non-executive non-independent Director in
November 2024.  The same shareholder then proposed a second non-executive
Director soon afterwards, but the Board and a number of shareholders were and
remain uncomfortable at this level of influence being exercised by one
shareholder.  However, this shareholder then issued a requisition seeking to
appoint Martin Adams as a Director and this EGM is due to be held on 10
October.  The independent Directors will be writing to shareholders shortly
about this.

 

More recently, the Company initiated a dialogue with one of its other
principal shareholders, with the shared goal of making the Board's composition
more balanced and representative of the Company's future direction.
Following  the conclusion of these discussions, DCI expects to appoint Mr
Nikiforos Charagionis to the DCI Board with effect from the conclusion of the
EGM being held on 10 October.  Mr Charagionis is a resident of Greece and a
senior member of the Greek real estate team of Grifon Capital which is an
associate of Fortress Investment Group.  Fortress  owns approximately 10% of
DCI's issued share capital. A further announcement about this appointment will
be made shortly.

 

There has been some criticism suggesting that certain directors were not
involved in all board meetings. We would like to clarify that up to now, there
have been a total of 11 board meetings held in 2025, of which 10 were attended
by all directors, either physically or virtually. One meeting was held in
person in Guernsey and was a procedural meeting; it was pre-agreed that two
directors would attend in person to satisfy local requirements. This
arrangement was communicated in advance and did not imply the exclusion of any
director. Any suggestion that a director was excluded from board meetings is
factually incorrect. All directors were involved in the decision-making
process throughout. Mr. Gerasimos Efthimiatos, a non-independent director of
DCI appointed at the request of Almitas, however was recused - by decision of
the Board - from all discussions concerning the appointment of Martin Adams as
a director of DCI.

 

Looking ahead, the Company remains committed to enhancing its governance
standards in a cost-effective and collaborative manner and will continue to
explore opportunities to engage constructively with all shareholders.

 

Outlook: Building on Momentum Towards Shareholder Value

DCI is focused on advancing the shareholder strategy approved in December 2021
of bringing key assets to market for sale, completing sales, and it will then
seek to return surplus capital to shareholders.  With the Aristo Developers
and Apollo Heights sales agreed and completion just awaiting receipt of tax
clearances in Cyprus, and Kilada's formal sales process about to commence, the
Company is well positioned to start making distributions to shareholders.  As
a result, the Company is currently planning its first distribution which it
expects to make when the cash from the Aristo Developers and Apollo Heights
transactions has been received.

 

Discussions around selling Lavender Bay further enhance the pipeline of
potential exits.  DCI remains committed to maximising the value of its
development portfolio while maintaining disciplined cost control and strong
governance.

 

The Board looks forward to sharing further updates with shareholders as these
initiatives develop and milestones are achieved and is confident that the
substantial progress achieved to date is laying the foundation for rewarding
shareholder returns.

 

Enquiries

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

 Nicolai Huls / Nick Paris, Managing Directors               +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)

 Lesley Lennon/Nick Oxley (Corporate Governance)             llennon@fim.co.im (mailto:llennon@fim.co.im) /noxley@fim.co.im

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDFIFEDASIEFIE