REG - Dolphin Capital Inv - Disposal of One&Only at Kea Island project

DCI AdvisorsAnnouncement

29/09/2022 15:30

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RNS Number : 2186B  Dolphin Capital Investors Limited  29 September 2022

29 September 2022

Dolphin Capital Investors Limited

("Dolphin" or the "Company")

Disposal of One&Only at Kea Island project

 

 

Dolphin, an investor in high-end resort developments in the eastern
Mediterranean, announces that it has received a Tag Notice for the sale of its
entire interest in the One&Only at Kea Island project ("OOKI").

 

Dolphin is the owner of 66.67% of Single Purpose Vehicle Ten Ltd ("SPV10")
which, in turn, indirectly owns 50% of OOKI, thereby providing DCI with an
effective equity interest of 33.33%. On 28 September SPV10 received a notice
from a minority shareholder that it had reached a binding agreement for the
sale of its 40% effective equity ownership interest in OOKI.

 

Pursuant to a Shareholders' Agreement dated 27 May 2019, SPV10 is entitled to
exercise a tag-along right to sell its interest in OOKI simultaneously with
the proposed transfer of the minority shareholder's interest for a
proportionate consideration.

 

On 29 September, SPV10 responded to the minority shareholder that it intends
to exercise its tag-along right to transfer all of its effective equity
interest in OOKI for a proportionate cash consideration of €26.88 million,
subject to being satisfied with the terms and conditions of the respective
share purchase agreement.

 

Dolphin Capital Partners Ltd will retain its role as OOKI's development and
asset manager and has informed the Company that it does not intend to sell its
shareholding stake in the project. One&Only will also continue to operate
the OOKI Resort and Private Homes through the existing long-term management
and branding agreements.

 

The pro rata consideration for Dolphin's stake in SPV10 amounts to €17.92
million and represents a premium of 17% to the valuation of the Dolphin's
investment in OOKI disclosed in the Company's financial statements as at 31
December 2021.

 

The conclusion of the share purchase transaction remains subject to the
execution of the final documentation and the fulfilment of the terms and
conditions set out therein, which may be expected to complete during the
fourth quarter of 2022.

 

The disposal proceeds will first be applied towards the repayment in full of
the existing loan facility that Dolphin drew down on 7 June and 16 July 2021,
of which €12.8 million was outstanding at 31 August 2022. Following this
repayment, all debt at the Company level would have been fully repaid. All
remaining funds will be retained by Dolphin to meet its current liabilities
and working capital requirements.

 

The Company will issue a further announcement on completion of the transaction
and receipt of the consideration from the acquirer of SPV10's indirect
ownership interest in OOKI.

 

 

 

                Enquiries

 Dolphin Capital Investors                                                Via FIM Capital Limited

 Martin Adams

 Dolphin Capital Partners                                                 miltos@dolphincp.com (mailto:miltos@dolphincp.com)

 Miltos E Kambourides

 finnCap (Nominated Adviser & Broker)

 William Marle / Jonny Franklin-Adams / Edward Whiley / Milesh Hindocha
 (Corporate Finance)

                                                                        +44 (0) 20 7220 0500
 Mark Whitfeld / Pauline Tribe (Sales)

 FIM Capital Limited (Administrator)                                      llennon@fim.co.im (mailto:llennon@fim.co.im) / gdevlin@fim.co.im

                                                                        (mailto:gdevlin@fim.co.im)
 Lesley Lennon / Grainne Devlin (Corporate Governance)

 

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