REG - Dolphin Capital Inv - Final Results <Origin Href="QuoteRef">DOLC.L</Origin> - Part 5
04/05/2017 07:06
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(2015: 0% to 5%)
Cash flow velocity (years): 2016: 8 (2015: 6)
Risk-adjusted discount rate: 2016: 12% (2015: 13%)
Combined approach (Market and Income) Market approach - 60% weight (2015: 60%) The estimated fair value would increase/(decrease) if:
Premiums/(discounts) on the following: Premiums were higher/(lower);
Location: 2016: -10% to +10% Discounts were lower/(higher);
(2015: 0% to +10%) Weights on comparables with premiums were higher/(lower);
Site size: 2016: -20% to 0%) Weights on comparables with discounts were lower/(higher);
(2015: -30% to 0%) Quantity of villas was higher/(lower);
Asking vs transaction: 2016: -30% to -10% Selling price per m2 was higher/(lower);
(2015: -30% to 0%) Expected annual growth in selling price was higher/(lower);
Frontage sea view: 2016: 0% to +30% Cash flow velocity was shorter/(longer);
(2015: 0% to +20%) Risk-adjusted discount rate was lower/(higher).
Maturity/development potential: 2016: -20% to +30%
(2015: +10% to +30%)
Weight allocation: 2016: +10% to +20%
(2015: +5% to +30%)
Income approach - 40% weight (2015: 40%)
Quantity of villas: 2016: 447 (2015: 447)
Selling price per m2: 2016: E2,900
(2015: E3,000)
Expected annual growth in selling price: 2016: 0% to 3%
(2015: 0% to 3%)
Cash flow velocity (years): 2016: 13 (2015: 11)
Risk-adjusted discount rate: 2016: 15% (2015:15%)
Discount on combined approach value:
Legal status 2016: -10% (2015: -10%)
Property location Valuation technique (see note 3) Significant unobservable inputs Inter-relationship between key unobservable inputs and fair value measurement
Market approach Premiums/(discounts) on the following: The estimated fair value would increase/(decrease) if:
Location: 2016: -40% to +40% Premiums were higher/(lower);
(2015: -50% to +40%) Discounts were lower/(higher);
Site size: 2016: -50% to +10% Weights on comparables with premiums were higher/(lower);
(2015: -50% to +10%) Weights on comparables with discounts were lower/(higher).
Asking vs transaction: 2016: -30% to -5%
(2015: -30% to 0%)
Frontage sea view: 2016: -10% to +30%
(2015: -20% to +40%)
Maturity/development potential: 2016: -45% to +40%
(2015: -30% to +35%)
Zoning uniqueness: 2016: -30% to 0%
(2015: -30% to +40%)
Other: 2016: -10% to 0% (2015: -10% to 0%)
Strategic investment approval: 2016: 0% to +25%
(2015: 0% to +25%)
Weight allocation: 2016: +5% to +40%
(2015: +5% to +40%)
Property in Cyprus Market approach Premiums/(discounts) on the following: The estimated fair value would increase/(decrease) if:
Location: 2016: -10% to +20% Premiums were higher/(lower);
(2015: -10% to +20%) Discounts were lower/(higher);
Site size: 2016: -30% to -10% Weights on comparables with premiums were higher/(lower);
(2015: -30% to -20%) Weights on comparables with discounts were lower/(higher).
Asking vs transaction: 2016: -30% to 0%
(2015: -20% to 0%)
Frontage sea view: 2016: 0% to +30%
(2015: 0% to +30%)
Maturity/development potential: 2016: -30% (2015: -30%)
Weight allocation: 2016: +10% to +20%
(2015: +5% to +25%)
Property in Americas Income approach Quantity of villas/ condominiums/ lots : 2015: 30 to 42 The estimated fair value would increase/(decrease) if:
Selling price per buildable sq. ft: 2015: $600 to $775 Quantities of villas and/or condominiums and/or lots was higher/(lower);
Average selling price per lot sq. ft: 2015: $19 Selling price per buildable sq. ft was higher/(lower);
Expected annual growth in selling price : 2015: 0% Average selling price per sq. ft was higher/(lower);
Cash flow velocity (years): 2015: 5 to 8 Expected annual growth in selling price was higher/ (lower);
Risk-adjusted discount rate: 2015: 15% to 25% Cash-flow velocities were shorter/(longer) ;
Risk-adjusted discount rate was lower/(higher).
Market approach Premiums/(discounts) on the following: The estimated fair value would increase/(decrease) if:
Location: 2015: 0% to +20% Premiums were higher/(lower);
Site size: 2015: -50% to +25% Discounts were lower/(higher);
Asking vs transaction: 2015: -35% Weights on comparables with premiums were higher/(lower);
Frontage sea view: 2015: -25% to +15% Weights on comparables with discounts were lower/(higher).
Development potential: 2015: Nil
Condition quality: 2015: -10% to +15%
18. DISPOSAL GROUPS HELD FOR SALE
In 2016, the Company committed to the sale of two properties and their associated liabilities, through the sale of their
holding companies. Accordingly, the assets and liabilities of each of these holding companies are presented as separate
disposal groups held for sale. The disposal groups are: Pearl (owner of 'Pearl Island') in the Republic of Panama and DCI
Holdings Two Limited ('DCI H2') (owner of Aristo Developers Limited ('Aristo') in Cyprus. Pearl is part of the
discontinued geographical operation of Americas and is also included in the operating segments of 'Construction &
development' and 'Other'. DCI H2 is included in the geographical segment of 'South-East Europe' and in the operating
segment of 'Construction & development'. Efforts to sell the disposal groups have commenced and their sale has either been
completed or expected to be completed within 2017.
The Company also remains committed to its plan commenced in 2015 to sell four additional disposal groups which are
presented as separate disposal groups held for sale. These disposal groups are: Iktinos (owner of 'Sitia Bay') and Porto
Heli (owner of 'Nikki Beach') in Greece, Azurna (owner of 'Livka Bay') in Croatia and Kalkan (owner of 'La Vanta') in
Turkey. All of the disposal groups are included in the geographical segment of 'South-East Europe' and in the operating
segments of 'Hotel & Leisure operations' (Porto Heli), 'Construction & Development' (Kalkan) and 'Other' (Iktinos and
Azurna) operating segments.
Impairment losses relating to the disposal group
Impairment losses of E4,197 thousand (2015: E763 thousand) for write-downs of the disposal groups to the lower of their
carrying amount and their fair value less costs to sell have been recognised and included in Other Expenses (see note 8B).
Assets and liabilities of disposal groups held for sale
Iktinos disposal group Azurnadisposal group Kalkan disposal group Porto Heli DCI H2 disposal group Pearl disposal group Total
disposal group
E'000 E'000 E'000 E'000 E'000 E'000 E'000
Property, plant and equipment 6,699 - 23 - - 26,014 32,736
Investment property 14,541 32,937 - - - 28,135 75,613
Equity-accounted investees - - - 783 43,391 - 44,174
Trading properties - - 6,850 - - - 6,850
Trade and other receivables - 7 1,269 - - 627 1,903
Cash and cash equivalents 11 8 7 - - 183 209
21,251 32,952 8,149 783 43,391 54,959 161,485
Available-for-sale financial assets (see note 20) - - - - - - 950
Assets held for sale 162,435
Loans and borrowings - 8,165 94 - - - 8,259
Deferred tax liabilities 3,062 3,633 - - - 1,239 7,934
Trade and other payables 274 959 210 - - 9,561 11,004
Liabilities held for sale 3,336 12,757 304 - - 10,800 27,197
As at 31 December 2015, the disposal groups comprised the following assets and liabilities:
Iktinos disposal group Azurnadisposal group Kalkan disposal group Porto Heli Total
disposal group
E'000 E'000 E'000 E'000 E'000
Property, plant and equipment 4,439 - 23 - 4,462
Investment property 17,901 34,606 - - 52,507
Equity-accounted investees - - - 1,450 1,450
Deferred tax assets - - 1,628 - 1,628
Trading properties - - 7,960 - 7,960
Trade and other receivables - 9 1,459 - 1,468
Cash and cash equivalents 86 282 397 - 765
Assets held for sale 22,426 34,897 11,467 1,450 70,240
Loans and borrowings - 8,162 538 - 8,700
Deferred tax liabilities 3,380 4,405 25 - 7,810
Trade and other payables 252 970 393 - 1,615
Liabilities held for sale 3,632 13,537 956 - 18,125
Cumulative income or expenses included in other comprehensive income
An amount of E5,720 thousand (2015: E182 thousand) relating to the disposal groups, is included in other comprehensive
income.
Measurement of fair values
i. Fair value hierarchy
The fair value measurement for the disposal groups before costs to sell has been categorised as a Level 3 fair value based
on the inputs to the valuation techniques used.
ii. Valuation techniques and significant unobservable inputs
The fair value of each disposal group is significantly based on the valuation of the immovable property in each group. The
following table shows the valuation techniques and significant unobservable inputs used in measuring the fair values of
Iktinos, Azurna, Kalkan and Porto Heli properties. The fair values of Pearl and DCI H2 properties are based on selling
agreements signed for their disposal.
Property Valuation technique (see note 3) Significant unobservable inputs
Iktinos, Greece Combined approach (Market and Income) Market approach (50% weight)
Premiums/(discounts) on the following:
Location: 2016: -30% to +30% (2015: -30% to +30%)
Site size: 2016: -20% to 0% (2015: -20% to 0%)
Asking vs transaction: 2016: -30% to -20% (2015:-30% to -15%)
Frontage sea view: 2016: -20% to +15% (2015: 0% to +15%)
Maturity/development potential: 2016: +20% to +90% (2015:+20% to +90%)
Weight allocation: 2016: +15% to +30% (2015:+20% to +30%)
Income approach (50% weight)
Quantity of villas: 2016: 102 (2015:102)
Selling price per m2: 2016: E2,400 (2015:E2,600)
Expected annual growth in selling price: 2016: 0% to 3% (2015:0% to 6%)
Cash flow velocity (years): 2016: 7 (2015: 7)
Risk-adjusted discount rate: 2016: 13% (2015: 13%)
Income approach Room occupancy rate (annual): 2016: 32% to 46%) (weighted average: 43%)
(2015: 32% to 46%) (weighted average: 43%)
Average daily rate per occupied room: 2016: E372 to E496 (weighted average: E452)
(2015: E372 to E496 (weighted average: E452)
Gross operating margin rate: 2016: 5% to 40% (weighted average: 34%)
(2015: 5% to 40% (weighted average: 34%)
Terminal capitalisation rate: 2016: 9% (2015: 9%)
Risk-adjusted discount rate: 2016: 13% (2015: 13%)
Market approach Premiums/(discounts) on the following:
Location: 2016: -30% to +30% (2015: -30% to +30%)
Site size: 2016: -20% to 0% (2015: -20% to 0%)
Asking vs transaction: 2016: -30% to -10% (2015: -30% to -15%)
Frontage sea view: 2016: -20% to +20% (2015: 0% to +15%)
Maturity/development potential: 2016: -20% to +50% (2015: -20% to +50%)
Weight allocation: 2016: +5% to +30% (2015: +15% to +30%)
Property Valuation technique (see note 3) Significant unobservable inputs
Azurna, Croatia Market approach Premiums/(discounts) on the following:
Location: 2016: 0% to +5% (2015: 0%)
Site size: 2016: -20% to -3% (2015: 0%)
Asking vs transaction: 2016: -10% to 0% (2015: -10% to 0%)
Weight allocation: 2016: +17% to +28% (2015: +15% to +50%)
Kalkan, Turkey Income approach Quantity of residential units: 2016: 1 to 54 (2015: 1 to 54)
Selling price per m2: 2016: E1,100 to E1,850 (2015: E1,050 to E2,050)
Expected annual growth in selling price: 2016: 0% to 5% (2015: 0% to 5%)
Cash flow velocity (years): 2016: 1 to 3 (2015: 1 to 3)
Risk-adjusted discount rate: 2016: 5% to 38% (2015: 5% to 40%)
Porto Heli, Greece Income approach Room occupancy rate (annual): 2016: 25% to 35% (weighted average: 33%)(2015: 30% to 40% (weighted average: 38%)
Average daily rate per occupied room: 2016: E265 to E369 (weighted average: E330)(2015: E232 to E403 (weighted average: E339)
Gross operating margin rate: 2016: 17% to 36% (weighted average: 32%)(2015: 18% to 43% (weighted average: 37%)
Terminal capitalisation rate: 2016: 10% (2015: 10%)
Risk-adjusted discount rate: 2016: 11% (2015: 12%)
19. Trading properties
Note 31 December 2016 31 December 2015
E'000 E'000
At beginning of year 37,387 52,323
Net direct disposals (3,200) (16,189)
Concession/write off of land (193) -
Net transfers from investment property 17 273 14,290
Net transfers from property, plant and equipment 16 2,415 94
Disposals through disposal of subsidiary companies 33 (6,205) (1,952)
Impairment loss 8B (724) (3,431)
Reclassification to assets held for sale - (7,960)
Exchange difference 10 212
At end of year 29,763 37,387
As at 31 December 2016 and 31 December 2015, part of the Group's immovable property is held as security for bank loans(see
note 25).
20. AVAILABLE-FOR-SALE FINANCIAL ASSETS
On 15 July 2013, the Company acquired 9.6 million shares, equivalent to 10% of Itacare's share capital, for the amount of
E1.9 million. Itacare is a real estate investment company that was listed on AIM until 16 May 2014, when the admission of
its ordinary shares to trading on AIM was cancelled following a decision of its shareholders at the Extraordinary General
Meeting that took place on 6 May 2014. Itacare's shareholders have decided to dispose of all assets and after a series of
asset sales/swaps Itacare now owns two development sites with the Company's shareholding being 13%. The Company is
currently in advanced discussions for the sale of its shareholding in Itacare, for a US$1 million payment in cash, with the
transaction expected to close in mid-2017.
31 December 2016 31 December 2015
E'000 E'000
At beginning of year 2,201 2,201
Change in fair value (256) -
Impairment loss (see note 8B) (995) -
Reclassification to assets held for sale (see note 18) (950) -
At end of year - 2,201
Fair value hierarchy
The fair value of this available-for-sale financial asset has been categorised as Level 3 at the fair value hierarchy.
21. equity-accounted investees
DCI H2 Progressive Business Advisors S.A. Porto Heli Total
E'000 E'000 E'000 E'000
Balance as at 1 January 2016 188,637 - - 188,637
Share of losses, net of tax (34,389) - - (34,389)
Impairment loss (see note 8B) (109,265) - - (109,265)
Disposals (950) - - (950)
Share of revaluation reserve 17 - - 17
Reclassification to assets held for sale (44,050) - - (44,050)
Balance as at 31 December 2016 - - - -
Balance as at 1 January 2015 231,972 24 2,227 234,223
Additions - - 310 310
Disposals - (24) - (24)
Share of translation reserve 180 - - 180
Share of losses, net of tax (43,542) - (1,011) (44,553)
Share of revaluation reserve 27 - - 27
Reclassification to assets held for sale - - (1,526) (1,526)
Balance as at 31 December 2015 188,637 - - 188,637
The details of the above investments, as at 31 December 2016 are as follows:
Principal place of business/Country Shareholding interest
Name of incorporation Principal activities 2016 2015
DCI H2 BVIs Acquisition and holding of investments in Cyprus 49% 50%
Porto Heli BVIs Acquisition and holding of investments in Greece 25% 25%
The above shareholding interest percentages are rounded to the nearest integer.
During 2016, the Company's investment in DCI H2, owner of Aristo Developers Limited ('Aristo'), decreased significantly, as
a result of a share of loss and an impairment loss amounting to E34,389 thousand and E109,265 thousand, respectively. The
share of losses comprises the result of the loan restructuring arrangement between Aristo and Bank of Cyprus, whereby a
loss from the redemption of such bank loans emerged through their settlement with property swapped. The impairment loss
has been recognised to bring the DCI H2 investment to its recoverable amount of E45 million, which represents the agreed
proceeds of the Company from the disposal of its investment, as further described below.
On 29 September 2016, the Company reached an agreement to dispose of its 49.75% shareholding in DCI H2 to an entity
controlled by Theodoros Aristodemou ('TA'), DCI H2' s current controlling shareholder. The disposal would be effected by
way of a sale to TA of 49.75% of the shares in DCI H2 held by DCI Holdings One Ltd, a wholly-owned subsidiary of the
Company, for a total cash consideration of E45 million, payable in quarterly instalments over three years and bearing
annual interest of 4% in the first year, increasing to 5% and 6%, respectively, for each of the subsequent years. The
Company would also be entitled to a 25% share of any gross proceeds in excess of an implied company equity valuation of
E100 million from the sale of any shares of DCI H2 (or of its subsidiaries) sold by the acquirer until the earlier of six
months from the settlement of the full consideration (to the extent such settlement occurred by 29 December 2016 and the
second anniversary from the transaction). The acquisition shares would be kept in escrow and transferred to the acquirer in
line with the collection of the consideration by the Company, apart from a percentage which will remain escrowed until the
final settlement of the consideration. In the event that any payment became overdue for more than three months either party
would have the right to terminate the sales agreement, in which case all the shares kept in escrow together with any
corresponding dividend distributions would be retained by the Company. On 6 September 2016, the Company received E1.1
million in exchange for 105 DCI H2 shares, resulting to a gain on disposal of E151 thousand and to a reduction in the
Company's holding in DCI H2 to 48.7%.
On 13 February 2017, the Company signed a supplementary agreement amending the date of execution of the agreement to the
earlier of a) 30 April 2017 and b) the 'Stay Period', the date falling 5 Business days after the issuance of the Court
verdict for the current trial between the Attorney General and the Bank of Cyprus Ltd (in which TA is a defendant).
Completion will take place upon the expiration of the Stay Period, subject to the full receipt by the Company of any
outstanding amount from the consideration. Upon execution of this agreement an amount of E700 thousand was paid to the
Company (received on 14 February 2017) in exchange for 77 shares in DCI H2. In the event that by 30 April 2017 a court
verdict has not been issued, then the Stay Period shall be extended until 30 June of 2017, provided that TA makes by the 30
April 2017 a payment of E300 thousand in exchange for 33 DCIH2 shares.
As at 31 December 2016, the Company's holding of 48.7% has been classified as asset held for sale.
During 2015, the Company disposed of its participation in Progressive Business Advisors S.A. Also, on 24 April 2015, DCI
Holdings Fifty Ltd ('DCI H50') acquired a 100% participation in SPV 5, through the enforcement of the pledge over the whole
issued share capital of SPV 5 that existed in relation to a loan facility provided by DCI H50 to SPV 5 on 11 February 2014.
As the Company has a 25% participation in DCI H50, its indirect holding in SPV 5 remains 25% at 31 December 2016. On 30
October 2015, there was a restructuring in the Nikki Beach corporate holding structure ('Porto Heli'), with Heli Bay
replacing DCI H50 as the common holding company of the asset and Heli Bay Properties Ltd acting as the intermediate holding
company in Cyprus. The Company retains its 25% indirect shareholding participation in the Porto Heli project which has not
been affected by the above transactions.
Summary of financial information for equity-accounted investees as at and for the year ended 31 December 2015, not adjusted
for the percentage ownership held by the Group:
DCI H2 Porto Heli Total
E'000 E'000 E'000
2015
Current assets 227,368 5,630 232,998
Non-current assets 680,085 11,380 691,465
Total assets 907,453 17,010 924,463
Current liabilities 345,847 6,355 352,202
Non-current liabilities 181,734 4,551 186,285
Total liabilities 527,581 10,906 538,487
Net assets 379,872 6,104 385,976
Carrying amount of interest in associate 188,637 - 188,637
Revenues 21,860 2,170 24,030
Loss (109,382) (6,212) (115,594)
Other comprehensive income 417 - 417
Total comprehensive income (87,105) (4,042) (91,147)
Group's share of loss and total comprehensive income (43,335) (1,011) (44,346)
22. trade and other RECEIVABLES
31 December 2016 31 December 2015
E'000 E'000
Trade receivables 863 7,482
VAT receivables 370 3,560
Other receivables 1,998 4,154
Total trade and other receivables (see note 35) 3,231 15,196
Prepayments and other assets 770 984
Total 4,001 16,180
31 December 2016 31 December 2015
E'000 E'000
Non-current - 1,178
Current 4,001 15,002
Total 4,001 16,180
23. Cash and cash equivalents
31 December 2016 31 December 2015
E'000 E'000
Bank balances (see note 35) 4,669 41,948
Cash in hand 29 42
Total 4,698 41,990
During the period, the Group had no fixed deposits.
As at 31 December 2016, an amount of E3.2 million (2015: E4.1 million) received through the Colony Luxembourg S.a.r.l. loan
facility is restricted for use only towards the development of the Amanzoe project. In addition, funds in bank accounts of
certain Group companies are pledged as a security for loans (see note 25).
24. capital and reserves
Capital
Authorised share capital
31 December 2016 31 December 2015
'000 of shares E'000 '000 of shares E'000
Common shares of E0.01 each 2,000,000 20,000 2,000,000 20,000
Movement in share capital and premium
Shares in Share capital Share premium
'000 E'000 E'000
Capital at 1 January 2015 642,440 6,424 498,933
Shares issued on 9 June 2015 219,257 2,193 60,527
Placement costs - - (1,464)
Bond conversion shares on 11 June 2015 42,930 429 11,851
Capital at 31 December 2015 904,627 9,046 569,847
Capital at 1 January 2016 and 31 December 2016 904,627 9,046 569,847
On 9 June 2015 and 11 June 2015, the Company issued 219,256,609 new common shares and 42,930,080 bond conversion shares,
respectively, at GBP 0.21 per share, for a total value of E75 million. The new shares rank pari passu with the existing
common shares of the Company.
Warrants
In December 2011, the Company raised E8.5 million through the issue of new shares at GBP 0.27 per share (with warrants
attached to subscribe for additional Company shares equal to 25% of the aggregate value of the new shares at the price of
GBP 0.3105 per share, subject to anti-dilution adjustments pursuant to the warrant's terms and conditions - initial price
of GBP 0.35 per share). The warrants are exercisable within five years from the admission date. The number of shares to be
issued on exercise of their rights will be determined based on the subscription price on the exercise date. All warrants
expired on 3 January 2017.
Reserves
Translation reserve
Translation reserve comprises all foreign currency differences arising from the translation of the financial statements of
foreign operations.
Fair value reserve
Fair value reserve comprises the cumulative net change in fair value of available-for-sale financial assets until the
assets are derecognised or impaired, and the revaluation of property, plant and equipment from both subsidiaries and equity
accounted investees, net of any deferred tax.
25. loans AND BORROWINGS
Total Within one year Within two to five years More than five years
2016 2015 2016 2015 2016 2015 2016 2015
E'000 E'000 E'000 E'000 E'000 E'000 E'000 E'000
Loans in euro 92,270 92,395 12,749 10,578 67,146 61,707 12,375 20,110
Loans in United States dollars - 57,550 - 6,638 - 50,912 - -
Convertible Bonds payable - 73,735 - 15,312 - 58,423 - -
92,270 223,680 12,749 32,528 67,146 171,042 12,375 20,110
Loans in Euro within disposal groups held for sale 8,259 8,700 765 709 7,494 7,991 - -
Total 100,529 232,380 13,514 33,237 74,640 179,033 12,375 20,110
Terms and Conditions
The terms and conditions of outstanding loans were as follows:
Description Currency Interest rate Maturity dates 31 December 2016E'000 31 December 2015E'000
Secured loans Euro Euribor plus margins ranging from margins from 4.25% to 6.5% (2015: margins from 4.25% to 6.5%) From 2018 to 2026 (2015: from 2018 to 2026) 58,065 41,744
Secured loans Euro Basic rate plus 1.5% margin 2022 - 16,443
Secured loans Euro Fixed rates ranging from 4.75% to 11% (2015: fixed rates from 7.9% to 11%) From 2017 to 2020 (2015: from 2016 to 2020 42,464 42,908
Secured loans United States Dollars Libor plus margins ranging from 2% to 8% From 2017 to 2020 - 57,550
Convertible Bonds payable Euro 5.50% 2018 - 50,000
Convertible Bonds payable United States Dollars 7% From 2016 to 2018 - 23,735
Total interest-bearing liabilities 100,529 232,380
Securities
As at 31 December 2016 and 31 December 2015, the Group's loans and borrowings were secured as follows:
· Mortgage against the immovable property of the Croatian subsidiary, Azurna, with a carrying amount of E31.6 million
(2015: E33.3 million), two promissory notes, a debenture note and a letter of support from its parent company Single
Purpose Vehicle Four Limited.
· Mortgage against immovable property of the Turkish subsidiary, Kalkan Yapi ve Turizm A.S., with a carrying amount of
E5.8 million (2015: E6.7 million).
· Mortgage against the immovable property of the Cypriot subsidiary, Symboula Estates Limited, with a carrying amount of
E30.1 million (2015: E34.4 million).
· Mortgage against immovable property of the Cypriot associate, Aristo, amounting to E2.8 million.
· Lien up to E41.6 million on immovable properties of the Greek subsidiaries of the Porto Heli project, with a
carrying amount of E139.8 million (2015: E149 million).
· Pledge of 1,000 shares of DCI H2 for Symboula Estates Limited bank loan (2015: pledge of 1,500 shares of DCI H2).
· Pledge of all shares of the Cypriot subsidiary Symboula Estates Limited, and all shares of two other Apollo group
entities for Symboula Estates Limited bank loan (2015: nil).
· Pledge of 4,495 shares of the Cypriot subsidiary, DCI 14, and all shares of six Cypriot and Greek subsidiaries of
Amanzoe project for DCI 14 loan received from Colony Luxembourg S.a.r.l. acting on behalf of managed funds.
· Fixed and floating charges over the rights, titles and interests of DCI 14 and three Cypriot subsidiaries of Amanzoe
project, charge over their bank accounts and assignment of their intra-group receivables for the loan from Colony
Luxembourg S.a.r.l.
· Fixed and floating charges overs assets and undertakings of Symboula Estates Limited, subordination and assignment of
intercompany loans between all companies of Apollo Group and Dolphin Capital Investors Limited (2015: nil).
· Corporate guarantees by DCI Holdings One Limited for the serving of the bank loan of Cypriot subsidiary, Symboula
Estates Limited, amounting to E16 million (2015: guarantee of E16 million).
As at 31 December 2015, in addition to the above, the Group's loans and borrowings were secured as follows:
· Mortgage against immovable property of the subsidiary in Dominican Republic, PGH, with a carrying amount of E34.8
million.
· Pledge of all shares of PGH, its subsidiary, Playa Grande Golf Resort Inc., and its parent, DCA Holdings Seven Limited
for the loan received by DCA Holdings Seven Limited's parent, DCA Holdings Six Limited ('DCA H6'), from Melody Business
Finance LLC, acting as administrative agent of a group of lenders.
· Pledge over the net loan proceeds related to the loan through Melody Business Finance LLC.
· Pledge over funds in bank accounts of PGH and its subsidiary, Playa Grande Golf Resort Inc., pledge over rights under
insurance policies, conditioned assignment over operation and promissory notes for disbursements in connection with Playa
Grande Golf Resort Inc. bank loan.
· Guarantee by Dolphin Capital Americas Limited, the parent of DCA H6, on the payment and performance of guaranteed
obligations in connection with the loan from Melody Business Finance LLC.
· Corporate guarantee by the Company on a PGH group bank loan and convertible Bonds issued in 2011.
Convertible Bonds payable
On 5 April 2013, the Company issued 5,000 Bonds (the 'Euro Bonds') at E10 thousand each, bearing interest of 5.5% per
annum, payable semi-annually, and maturing on 5 April 2018. On 23 April 2013, the Company issued 917 Bonds (the 'US$
Bonds') at US$10 thousand each, bearing interest of 7% per annum, payable semi-annually, and maturing on 23 April 2018.
The Euro Bonds and the US$ Bonds may be converted prior to maturity (unless earlier redeemed or repurchased) at the option
of the holder into common shares of E0.01 each. The conversion price is E0.5623, equivalent of GBP 0.49 (initial conversion
price GBP 0.50) and US$0.6583, equivalent of GPB 0.4410 (initial conversion price GBP 0.45) per share for the Euro Bonds
and the US$ Bonds, respectively. The Euro Bonds and the US$ Bonds are not publicly traded.
Part of the Bonds, amounting to E41,004 thousand, was subscribed for by Third Point LLC, a significant shareholder of the
Company. On 8 December 2016, both Euro Bonds and US Bonds were cancelled and all accrued interest was waived as a result of
the Share Purchase Agreement entered into for the sale of Playa Grande Golf & Resort (see note 33).
On 29 March 2011, DCI H7 issued 4,000 Bonds at US$10 thousand each, bearing interest of 7% per annum, payable
semi-annually, and maturing on 29 March 2016. The Bonds were trading on the Open Market of the Frankfurt Stock Exchange
(the freiverkehr market) under the symbol 12DD. On 23 April 2013, the Company purchased 891 Bonds at a consideration of
US$10 thousand each (representing their par value) plus corresponding accrued interest of approximately US$200 thousand
using the funds received from the issue of the US$ Bonds. On 10 June 2015, certain bondholders, including the Investment
Manager, opted to convert Bonds of total value US$14,420 thousand into 42,930,080 shares that were admitted on AIM on 11
June 2015. The Investment Manager converted Bonds of total value US$420 thousand into 1,250,390 shares. The remaining
amount of DCI H7 Bonds including any accrued interest was repaid on scheduled maturing date in March 2016.
26. Deferred tax assets and liabilities
31 December 2016 31 December 2015
Deferred Deferred Deferred Deferred
tax assets tax liabilities tax assets tax liabilities
E'000 E'000 E'000 E'000
Balance at the beginning of the year 997 (30,129) 2,557 (55,180)
From disposal of subsidiary (see note 33) - - - 314
Recognised in profit or loss - continuing operations (1,549) 5,107 256 15,112
Recognised in profit or loss - discontinued operation - 1,273 - -
Recognised in other comprehensive income (see note 14) - (1,682) - 1,791
Reclassification to (assets)/liabilities held for sale 1,548 1,239 (1,628) 8,091
Exchange difference and other - (63) (188) (257)
Balance at the end of the year 996 (24,255) 997 (30,129)
Deferred tax assets and liabilities are attributable to the following:
31 December 2016 31 December 2015
Deferred Deferred Deferred Deferred
tax assets tax liabilities tax assets tax liabilities
E'000 E'000 E'000 E'000
Revaluation of investment property - (15,268) - (23,819)
Revaluation of trading properties - (1,905) - (1,926)
Revaluation of property, plant and equipment - (6,449) - (6,007)
Other temporary differences - (633) - 1,623
Tax losses 996 - 997 -
Total 996 (24,255) 997 (30,129)
27. Finance lease LIABILITIES
31 December 2016 31 December 2015
Future Present value Future Present value
minimum of minimum minimum of minimum
lease lease lease lease
payments Interest payments payments Interest payments
E'000 E'000 E'000 E'000 E'000 E'000
Less than one year 49 1 48 78 1 77
Between two and five years 195 8 187 197 8 189
More than five years 4,162 1,415 2,747 4,186 1,419 2,767
Total 4,406 1,424 2,982 4,461 1,428 3,033
The major finance lease obligations comprise leases in Greece with 99-year lease terms.
28. DEFERRED REVENUE
31 December 2016 31 December 2015
E'000 E'000
Prepayment from clients 10,683 21,713
Government grant 7,230 7,353
Total 17,913 29,066
31 December 2016 31 December 2015
E'000 E'000
Non-current 7,230 17,846
Current 10,683 11,220
Total 17,913 29,066
29. Trade and other payables
31 December 2016 31 December 2015
E'000 E'000
Trade payables 660 4,019
Land creditors 25,354 25,609
Investment Manager fees 4,221 467
Professional fees accrual 1,952 -
Deposit relating to Pearl disposal 1,000 -
Branding fees accrual 2,444 2,459
Other payables and accrued expenses 13,960 32,385
Total 49,591 64,939
31 December 2016 31 December 2015
E'000 E'000
Non-current 6,479 6,698
Current 43,112 58,241
Total 49,591 64,939
30. NAV per share
31 December 2016 31 December 2015
'000 '000
Total equity attributable to owners of the Company (E) 233,887 481,589
Number of common shares outstanding at end of year 904,627 904,627
NAV per share (E) 0.26 0.53
31. Related party transactions
31.1 Directors' interest and remuneration
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