REG - DCI Advisors Ltd - Unaudited Interim Results to 31 December 2024
28/03/2025 15:30
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RNS Number : 7614C DCI Advisors Limited 28 March 2025
DCI Advisors Ltd
("DCI") or the ("Company") and together with its subsidiaries the ("Group")
Unaudited Interim Results for the twelve months ended 31 December 2024
Highlights:
· As at 31 December 2024, the Net Asset Value of DCI, measured as
the equity attributable to shareholders was €108.1 million (31 December
2023: €126.4 million) representing a decrease of 14.4% compared to 31
December 2023.
· The net loss, after tax attributable to the owners of the company
was €18.3 million (31 December 2023: net gain €14.3 million).
On 9 December 2024, DCI announced a change in its financial year end from 31st
December to 30th June. Following these unaudited interim results for the 12
months ending 31 December 2024, DCI reconfirms its reporting calendar is as
follows:
· Annual audited accounts for the 18-month period ending 30 June
2025 to be published by 31 December 2025;
· Unaudited interim results for the 6-month period ended 31
December 2025 to be published by 31 March 2026; and
· Annual audited accounts to 30 June 2026, by 31 December 2026.
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 unaudited interim results for the twelve-month
period ending 31 December 2024.
The Company remains focused on implementing the investment policy and
realisation strategy approved by shareholders in December 2021. The Directors
will continue to oversee the Company's operations, manage and sell its assets
in line with the policy with the stated aim of returning surplus capital to
shareholders.
Aristo Developers
I am delighted to announce that in February 2025, as part of the Company's
realisation strategy, DCI sold its entire stake in Aristo Developers for a
total consideration of €31.1 million. The Managing Directors' statement will
expand on the structure of the sale.
Summary of Financial Performance
As at 31 December 2024, the Net Asset Value of DCI, measured as the equity
attributable to shareholders was €108.1 million (31 December 2023: €126.4
million) representing a decrease of 14.4% compared to 31 December 2023. The
net loss, after tax attributable to the owners of the company was €18.3
million (31 December 2023: net gain €14.3 million)
Extraordinary General Meeting
At the EGM held on 19 December 2024, shareholders approved the redomicile of
the Company from the British Virgin Islands to Guernsey, effective 23 December
2024. I reiterate my previous thanks to shareholders for their engagement in
passing this resolution. Changes to the Articles of Association of the Company
passed at that EGM now allow it to return surplus capital to shareholders.
Additional Director
It has always been the Board's goal to appoint an additional Director and,
after discussions with DCI's major shareholder Almitas Capital LLC
("Almitas"), on 15 November 2024 Gerasimos Efthimiatos was appointed as a
Non-Executive Director. Gerasimos was deemed to be non-independent of Almitas
after consultation with both DCI's legal advisor and corporate broker.
Less than three weeks after Gerasimos's appointment, Almitas, who hold 19.95%
of DCI's outstanding shares, requisitioned an Extraordinary General Meeting to
re-appoint DCI's former Chairman, Martin Adams, to the Board as a
Non-executive Director. The EGM was initially scheduled for 28 February 2025
but was subsequently postponed pending the outcome of an internal
investigation into the actions of former directors. The EGM is now scheduled
to be held on 30 April 2025.
Financial Year-End Changes
On 9 December 2024, DCI announced a change in its financial year end from 31st
December to 30th June. The new reporting calendar is as follows:
• Unaudited interim results for the 12 months ending 31 December
2024 to be published by 31 March 2025
• Annual audited accounts for the 18-month period ending 30 June
2025 to be published by 31 December 2025
• Unaudited interim results for the 6-month period ended 31
December 2025 to be published by 31 March 2026
• Annual audited accounts to 30 June 2026, by 31 December 2026.
Thank you to all of DCI's shareholders and our service providers for their
support and the Board looks forward to announcing further asset sales in due
course.
Sean Hurst
Chairman
DCI Advisors Ltd
28 March 2025
Managing Directors' Statement
Business Overview
In 2024 the company was actively preparing for further asset sales as part of
its broader strategy to restructure its operations. This move was aimed at
streamlining the business and lowering future operating expenses, ensuring a
more efficient cost structure moving forward and to generate cash for future
distributions. A good example of this was the redomicile to Guernsey in order
to reduce future expenses which was approved by the shareholders.
During 2024 operating and other expenses were reduced by 13%. Adjusted for one
off redomicile expenses the operating expenses were reduced by almost 20%. The
focus is also on repaying or restructuring any of the remaining liabilities.
Additionally, the team has been diligently working to close sales that were
under discussion, which will further support the company's financial goals. By
focusing on these key areas, the company is positioning itself for stability,
while enhancing its ability to start distributing cash to shareholders.
Review of our Major Assets
Greece - Kilada Country Club
During 2024, significant progress continues to be made on the Kilada project.
As previously noted the archaeological team has already released 95% of the
golf course land, minimizing concerns about archaeological findings. By the
end of 2024, nine holes were grassed and played. Additional holes have been
shaped and are ready for grassing. Excavations for the golf clubhouse and
country club are finished, and foundational 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.
Investor interest has increased, leading to more inquiries about purchasing
land lots as part of the development. There have also been several inquiries
about purchasing the entire project, which has resulted in DCI signing a
Memorandum of Understanding with a potential buyer for DCI's stake in the
Kilada asset. The MOU has since expired but discussions are still ongoing with
this potential buyer. Also, discussions are ongoing with some other parties
interested in buying the whole development or part of it.
The above discussions will not have any impact on our strategy to appoint a
professional real estate agent in order to support our sales process. As
indicated before, DCI's strategy is to market the asset as soon as there is
clear visibility that the golf course and the country club will be finalised.
Given the progress made at Kilada we have identified a couple of real estate
agents who can support DCI in marketing the sale of the project. We expect to
appoint one of them before summer and to start the official sales process soon
after.
Lavender Bay, Plaka Bay and Scorpio Bay
In 2024 DCI identified several potential interested parties for our other
three developments in Greece, being Lavender Bay, Plaka Bay and Scorpio Bay.
Unfortunately, this interest has not yet materialised in a transaction. We
continue to prepare the assets for the sales process and have applied for a
special urban planning permit for Plaka Bay (similar to our Kilada asset) in
order to mature it and make it more marketable and have started the same
process for Scorpio Bay.
For Lavender Bay, DCI is in discussions with the Greek Church to restructure
the original purchase in order to compensate DCI for the money already paid to
them and to restructure the original purchase terms in order to better reflect
the current situation. Both DCI and the Greek Church have showed willingness
to get this restructuring agreed. The legal opinion that we and the Greek
Church have received is that the land sold to us was owned by the Church and
that the Greek state is not the owner. Unfortunately, this needs to be
confirmed by a Greek court before the matter can be irrevocably resolved and
this could take years.
Since the current liabilities at the project level are higher than the asset
value, Lavender Bay's valuation within the Company's NAV is negative €19.3
million. Due to accounting rules the Company has been obliged to use this
negative valuation in its books. Given the fact that the liabilities are at
the project level and are non-recourse, it is the Board of Director's view
that it is highly unlikely that this negative valuation will ever be realised.
So, while the published Company's NAV is €108.1 million, the Board of
Directors believes that the Company's real NAV is closer to €127.4 million.
The Board of Directors believe a zero valuation for this asset is the
worst-case scenario. However, we would like to emphasise that our focus will
be to achieve a positive exit value for this asset going forward.
Cyprus - Aristo Developers
On 21 February 2025, we announced the sale of all of our interests in Aristo
Developers to Mr Aristodemou who is the majority shareholder in a series of
transactions for a total price of €31.1 million. This involves selling our
47.93% holding in Aristo Developers Limited for €27.6 million in exchange
for €14.8 million and this will be settled partly in cash paid in three
tranches in February, May and August 2025 plus the transfer to us of three
plots of residential development land located around Paphos in Cyprus which
have been valued by both of us at agreed value of €12.8 million as verified
to us by an independent property valuer. The land will be sold by us once it
has been registered in our name. This price does involve a write down of
€11.59 million from the Net Asset Value of this holding but this reflects
the control premium that was demanded by the buyer. In addition, we will sell
our remaining interest in Venus Rock to him for €3.5 million and this price
is the same as the Net Asset Value of this holding. Both transactions are
subject to tax clearances being received in Cyprus before they can be fully
completed but we are actively working on those now.
Apollo Heights
The verdict on our planning appeal in September 2022 was expected to be issued
by the Sovereign Base Administration (the "SBA") by the close of 2024 but we
believe that the timetable has been put back following discussions initiated
by the British Government in December 2024 to change the nature of their
ongoing involvement in the Sovereign Base Area where 90% of our land is
situated. Despite the delay, we anticipate this could be good news for us as
there is speculation that more control over the SBA will be handed to the
Cyprus government who are likely to be more accommodating to land development
in the area. There are early signs that potential buyers think this too as we
have had a number of incoming enquiries for details of our land in 2025 and we
are actively pursuing them.
During the year we strengthened our relationship with the Cyprus Church who
have a Monastery located in the middle of our plot of land by donating a small
plot of additional land which had no building potential to them. This enabled
them to complete the perimeter of their plot and secure their boundary whilst
DCI is benefitting from their goodwill and support in our own relations with
the SBA and the local village.
Croatia - Livka Bay
Disappointingly, our sale of Livka Bay in June 2024 has still not completed as
the buyers have not managed to arrange their financing to buy the land from us
and also fund the development cost of the planned resort. Whilst we remain in
touch with them, we are now re-marketing the land to new buyers and an active
sales campaign will commence in April.
Financing
The Company has been financed by a number of loans from shareholders whilst we
worked on achieving asset sales for which we are very grateful. Some finance
has also been raised directly for the construction of Phase One of the Kilada
Golf Resort from two investor via loans and an equity investment amounting to
a total of €3.4 million. The sale of our Aristo interests in February 2025
and the receipt of the first tranche of cash will support DCI's working
capital needs and the necessary investments in Kilada.
We remain keen to cut the operating and other costs of the Group whenever we
can in order to reduce the cash burn of the Company and we expect to be able
to do more of that as we sell further assets and slim down the operations. Any
future asset sale will assist in any future working capital needs and might
facilitate a first distribution to shareholders.
Legal Actions
In 2024 we continued to defend DCI against DCP's claims and continued our
efforts to get compensation from DCP for past behaviour. This resulted in
several legal wins for DCI or judgments which were beneficial for the Company.
On 21 March 2024, the High Court of Justice in London decided at the hearing
of DCI's Application for reverse summary judgment / strike out of the English
proceedings between DCI and DCP (the 'Application') that a full trial was
needed, on the basis that the judge found that there was "more than a fanciful
prospect of DCP's version being accepted at trial, however slender that may
seem when the three attendees' witness evidence is considered in its own terms
and compared with the contemporary communications and records of events".
Despite the need for a full trial, the summary judgment made the observation
that none of the documents which relate to the board meeting made mention of
the Amanzoe Call Option or its effect. The judge also stated that he had "some
forensic sympathy" with DCI's criticism regarding DCP's witness evidence.
Whilst DCI's Application for reverse summary judgment / strike out was
dismissed, the Deputy Judge made the unusual decision that DCI was not at this
stage required to pay DCP's costs of the Application, and instead reserved the
costs of the Application to the trial judge. That costs order was made in
order to mitigate the injustice that would be caused if DCI paid DCP's costs
and it was subsequently found at trial that DCP's witness evidence submitted
in support of its opposition to the Application had been concocted.
DCI also won two legal cases involving DCI's former Greek on the ground
project manager Zoniro, DCP's close business partner. In Greece, Zoniro's
payment order was put aside and the Greek bank account as result was unblocked
releasing cash for the development for Kilada. Zoniro also issued two
inappropriate statutory demands in the BVI for alleged debts due to it from
DCI and DCI One.
DCI and DCI One successfully applied to the BVI Commercial Court to have those
demands set aside. In its judgment given in late November 2024, the BVI
Court upheld the companies' argument that there was no basis for the two
statutory demands to be issued against DCI or DCI One. Even though Miltos
Kambourides was not directly a party in the BVI proceedings, the BVI judge
concluded that there was sufficient evidence of a substantial dispute as to
whether Mr. Kambourides' conduct amounted to a breach of duty to the DCI
parties. The BVI judge also found that there was evidence that Mr. Kambourides
was acting in concert with Zoniro and others to slow down the work of the DCI
projects to cause financial harm to DCI. He also upheld DCI's arguments that
there was a reasonable prospect of establishing a claim for conspiracy that
could result in an award of substantial damages against Zoniro and others.
DCI will continue to defend the company while at the same time trying to avoid
unnecessary legal expenses. This focus resulted in 2024 in an almost 40%
decrease in legal expenses. We would like to emphasise that not all legal
expenses relate to the legal case against DCP and its partners, but that part
of the legal expenses relate to ongoing legal advice to support DCI's
operations.
Future Objectives
We have continued to follow the investment policy that was approved by
shareholders at the EGM in December 2021 which is to continue the building of
Phase One at the Kilada Development and complete the Golf Course and Country
Club with a view to selling our interests so that a new buyer can complete
Phase Two by building high quality villas and apartments around the golf
course plus a luxury branded hotel. In addition, we have been working on the
sale of the other assets owned by DCI and the sale of our Aristo Developers
interests is the first concrete example of that. The remaining assets are all
plots of development land with various levels of planning permissions, and we
believe that we will be able to sell several of these this year which will
enable the Company to start returning capital to shareholders via compulsory
buybacks of shares. The mechanism for the return of capital was approved at
the EGM that was held on 19 December 2024 and full details of the first return
will be published once the Directors conclude that there is surplus cash in
the Company.
Thank you for your continued support.
Nicolai Huls and Nick Paris, Co-Managing Directors
28 March 2025
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
For the twelve-month period ended 31 December 2024
Continuing operations 12 Months Year
ended ended
31 December 31 December
2024 2023
(Unaudited)
Note €'000 €'000
Revenue 572 162
Gross profit 572 162
Gain on disposal of equity-accounted investees - -
Change in valuations (11,595) 19,487
Directors' remuneration (549) (374)
Professional fees 6 (3,279) (3,699)
Administrative and other expenses 7 (1,553) (2,057)
Depreciation charge - (50)
Total operating and other expenses (16,976) 13,307
Results from operating activities (16,404) 13,469
Finance income - -
Finance costs (1,785) (1,069)
Net finance costs (1,785) (1,069)
Share of losses on equity-accounted investees - (12,923)
Loss before taxation (18,189) (523)
Taxation (5) (1,427)
Loss from continuing operations (18,194) (1,950)
Discontinued operation
Loss from discontinued operation (533) 3,941
(Loss)/profit for the year (18,727) 1,991
Other comprehensive Loss
Revaluation of property, plant and equipment - 19,094
Related tax - (4,201)
Foreign currency translation differences - (69)
Other comprehensive loss, net of tax - 14,824
Total comprehensive loss (18,727) 16,815
Loss attributable to:
Owners of the Company (18,316) 1,747
Non-controlling interests (411) 244
(18,727) 1,991
Total comprehensive loss attributable to:
Owners of the Company (18,316) 14,337
Non-controlling interests (411) 2,478
(18,727) 16,815
Loss per share
Basic and diluted loss per share (€) 10 (0.002) 0.002
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
31 December 31 December 2023
2024 (Audited)
(Unaudited)
Note €'000 €'000
Assets
Property, plant and equipment 8 43,486 42,240
Investment property 27,878 27,903
Equity-accounted investees 31,099 42,694
Non-current assets 102,463 112,837
Trading properties 56,516 56,516
Receivables and other assets 10 3,081 4,530
Cash and cash equivalents 82 471
Assets held for sale 24,388 24,388
Current assets 84,067 85,905
Total assets 186,530 198,742
Equity
Share capital 11 9,046 9,046
Share premium 11 569,847 569,847
Retained deficit (483,883) (465,567)
Other reserves 13,118 13,118
Equity attributable to owners of the Company 108,128 126,444
Non-controlling interests 3,870 4,281
Total equity 111,998 130,725
Liabilities
Loans and borrowings 12 12,161 11,298
Deferred tax liabilities 3,322 3,322
Lease liabilities 10,202 10,998
Trade and other payables 13 22,353 21,004
Non-current liabilities 48,038 46,622
Loans and borrowings 12 4,910 2,893
Lease liabilities 88 88
Trade and other payables 13 14,318 11,236
Liabilities directly associated with the assets held for sale 7,178 7,178
Current liabilities 26,494 21,395
Total liabilities 74,532 68,017
Total equity and liabilities 186,530 198,742
Net asset value ('NAV') per share (€) 14 0.12 0.14
The condensed consolidated financial statements were authorised for issue by
the Board of Directors on 28 March 2025.
Nick Paris
Nicolai Huls
Managing
Director
Managing Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the twelve-month period ended 31 December 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
Profit - - - - 1,747 1,747 244 1,991
Other comprehensive income
Revaluation of property, plant and equipment - - - 12,659 - 12,659 2,234 14,893
Foreign currency translation differences - - (69) - - (69) - (69)
Total other comprehensive income - - (69) 12,659 - 12,590 2,234 14,824
Total comprehensive income - - (69) 12,659 1,747 14,337 2,478 16,815
TRANSACTIONS WITH OWNERS OF THE COMPANY
Changes in ownership interests in subsidiaries
Capital reduction and settlement of non-controlling interest - - - - - - (6,637) (6,637)
Disposal of interests without a change in control - - - - - - - -
Total transactions with owners of the Company - - - - - - (6,637) (6,637)
Balance at 31 December 2023 9,046 569,847 180 12,938 (465,567) 126,444 4,281 130,725
9,046 569,847 180 12,938 (465,567) 126,444 4,281 130,725
Balance at 1 January 2024
Comprehensive income
Loss - - - - (18,316) (18,316) (411) (18,727)
Other comprehensive income
Foreign currency translation differences - - - - - - - -
Total other comprehensive income - - - - - - - -
Total comprehensive income - - - - (18,316) (18,316) (411) (18,727)
Balance at 31 December 2024 9,046 569,847 180 12,938 (483,883) 108,128 3,870 111,998
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the twelve-month period ended 31 December 2024
12 Months ended 31 December 2024 Year ended
(Unaudited) 31 December
2023
€'000 €'000
Cash flows from operating activities
Loss (18,727) 1,991
Adjustments for:
(Gain)/Loss in fair value of investment property 11,595 (6,252)
Reversal of impairment loss on property, plant and equipment - (5,502)
Reversal of impairment loss on equity-accounted investments - (12,923)
Non-cash disposal of investment property 25 -
Depreciation charge - 50
Interest expense 1,330 1,327
Exchange difference (12) (68)
Share of losses on equity-accounted investees, net of tax - 12,923
Taxation (5) 2,292
(5,794) (6,162)
Changes in:
Receivables 1,449 (1,102)
Payables 3,652 6,106
Cash used in operating activities (693) (1,158)
Tax paid - -
Net cash used in operating activities (693) (1,158)
Cash flows from investing activities
Acquisitions of investment property - (77)
Acquisitions of property, plant and equipment (1,246) (2,469)
Proceeds from other investments - -
Net cash (used in)/ from investing activities (1,246) (2,546)
Cash flows from financing activities
Repayment of loans and borrowings - (500)
New loans 1,550 2,760
Proceeds from issue of redeemable preference shares - -
Transaction costs related to loans and borrowings - (50)
Interest paid - (261)
Net cash from/ (used in) financing activities 1,550 1,949
Net decrease in cash and cash equivalents (389) (1,755)
Cash and cash equivalents at the beginning of the period 471 2,226
Cash and cash equivalents at the end of the period 82 471
For the purpose of the consolidated statement of cash flows, cash and cash
equivalents consist of the following:
Cash in hand and at bank 82 471
Cash and cash equivalents at the end of the period 82 471
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 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 2023, 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 twelve-month period ended 31 December 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 twelve-month
period ended 31 December 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 28 March 2025.
b. Basis of preparation
The condensed consolidated interim financial statements of the Company for the
twelve-month period ended 31 December 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.
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 2024 (Cont'd)
3. PRINCIPAL subsidiaries
The Group's most significant subsidiaries were the following:
Country of Shareholding interest
Name Project incorporation 31.12.2024 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 held a 48% shareholding interest in DCI Holdings Two Ltd
("DCI H2") which is the owner of Aristo Developers Ltd as at 31 December 2024.
In April 2025, it agreed to sell its entire holding in a series of
transactions and on 21 February 2025 it sold 673 shares which reduced its
holding to 40%.
(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.
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 2024(Cont'd)
6. PROFESSIONAL FEES
12 Months ended 31 December
31 December 2023
2024
(Unaudited)
€,000 €,000
Legal fees 1,006 1,728
Auditors' remuneration 423 267
Accounting expenses 171 642
Appraisers' fees 29 83
Project design and development fees 240 259
Consultancy fees 282 112
Administrator fees 317 310
Other professional fees 811 298
Total 3,279 3,699
7. ADMINISTRATIVE AND OTHER EXPENSES
12 Months ended 31 December
31 December 2023
2024
(Unaudited)
€,000 €,000
Travelling and accommodation 132 94
Insurance 102 63
Marketing and advertising expenses 5 37
Personnel expenses 405 528
Immovable property and other taxes - 123
Third party expenses - 124
Prior year expenses underprovided - 21
Irrecoverable VAT - 9
Rents 161 97
Other 748 961
Total 1,553 2,057
8. Property, plant and equipment
Property under construction Land & Machinery & equipment
€'000 buildings €'000 Other Total
€'000 €'000 €'000
31 December 2024
Cost or revalued amount
At beginning of the period 11,392 39,552 377 45 51,365
Direct acquisitions 1,183 59 4 - 1,246
At end of the period 12,575 39,611 381 45 52,611
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 12,575 30,892 14 6 43,486
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 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 31 December 2024 31 December 2023
(Unaudited) (Audited)
€'000 €'000
Other receivables 974 1,717
VAT receivables 188 915
Total Trade and other receivables 1,162 2,632
Amounts Receivable from Investment Manager 15.2 1,898 1,898
Prepayments and other assets 21 -
Total 3,081 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.
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 2024 (Cont'd)
11. capital and reserves
Capital
Authorised share capital
2024 2023
'000 of shares €'000 '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 2024 and to 31 December 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
31 December 31 December 2023
2024 (Audited)
(Unaudited)
€'000 €'000
Redeemable preference shares 12,161 11,298
Shareholder Loans 4,910 2,893
Total 17,071 14,191
Redeemable preference shares
Shareholder Loans 4,901 2,893
Within one year 4,901 2,893
Redeemable preference shares 12,161 11,298
Shareholder Loans - -
Two to five years 12,161 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 : 15.00%) of the ordinary shares have been
transferred to the investor.
As of 31 December 2024, 12,000 redeemable preference shares (31 December 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.
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 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 €4.9 million (2023: €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. In March 2025 five shareholders
loans were repaid along with their accrued interest and five loans were
extended for a further period.
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 4,156 4,155
Shareholder loans Euro 12% p.a. Various 4,910 2,893
Total interest-bearing liabilities 9,066 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 €16.1 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 the Group's
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
very soon.
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 2024 (Cont'd)
13. Trade and other payables
31 December 31 December 2023
2024 (Audited)
(Unaudited)
€'000 €'000
Land creditor 20,752 20,752
Other payables and accrued expenses 15,919 11,488
Total 36,671 32,240
31 December 31 December 2023
2024 (Audited)
(Unaudited)
€'000 €'000
Non-current 22,352 21,004
Current 14,319 11,236
Total 36,671 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
31 December 2024 31 December 2023
(Unaudited) (Audited)
'000 '000
Total equity attributable to owners of the Company (€) 108,128 126,444
Number of common shares outstanding at end of year 904,627 904,627
NAV per share (€) 0.12 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. Gerasimos
Efthimiatos was appointed as a non-independent non-executive Director on 15
November 2024.
The interests of the Directors as at 31 December 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
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 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
31 December 31 December
2024 2023
(Unaudited) (Audited)
€'000 €'000
Remuneration 549 374
Total remuneration 549 374
The Directors' remuneration details were as follows:
31 December 31 December
2024 2023
(Unaudited) (Audited)
€'000 €'000
Martin Adams (resigned 10 February 2023) - 8
Sean Hurst 75 66
Nick Paris 233 150
Nicolai Huls 233 150
Gerasimos Efthimiatos (appointed 15 November 2024) 8 -
Total 549 374
On 15 November 2024 Gerasimos Efthimiatos was appointed as a non-independent
non-executive Director.
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.
31 December 2024 31 December 2023
(Unaudited) (Audited)
€'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 was interest-free and repayable at the latest
six months from the date of the agreement.
This loan was in connection with the sale of the Group's interest in OOKI and
it was 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 now been fully repaid.
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the twelve-month period ended 31 December 2024 (Cont'd)
15. RELATED PARTY TRANSACTIONS (Cont'd)
15.3.2 Discover Investment Company , Almitas Capital LLC and Nick Paris
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.
The first loan was repaid by the Company in March 2025 and interest was paid
on the second loan. 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. These loans were repaid in
March 2025 including interest. In April 2024, Nick Paris provided a
shareholder loan of €100,000 to the Company.
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
outstanding loans.
16. CONTINGENT LIABILITY
There are no contingent liabilities owed by the Group.
17. SUBSEQUENT EVENTS
On 19 December 2024, shareholders approved a migration of the Company from the
British Virgin Islands to Guernsey. This should be seen as a continuation of
the Company. There was no change to the investment strategy following the
migration. The shareholders also announced the creation of B shares which
will allow for the return of surplus Capital to shareholders. The migration
of the Company took place on 23 December 2024.
On 9 December 2024, 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.
On 21 February 2025, the Company announced the sale of its interests in Aristo
Developers to the majority shareholder in a series of transactions for a total
price of €31.1 million. This involves selling its 47.93% holding in Ordinary
Shares in DCI Holdings Two Limited which represents its interest in Aristo
Developers Limited for €27.6 million in exchange for €14.8 million paid in
cash in three tranches and the transfer to the Company of three plots of
development land in Cyprus for an agreed value of €12.8 million. The land
will be resold once it has been registered in the name of the Company. In
addition, the Company will sell its remaining Class A shares in DCI Holdings
Two Limited which represents its ownership of land at Venus Rock for €3.5
million. Both transactions are subject to tax clearances being received in
Cyprus.
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 31 December 2024.
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