REG - Dolphin Capital Inv - Notice of EGM

DCI AdvisorsAnnouncement

02/12/2021 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211202:nRSB3492Ua&default-theme=true

RNS Number : 3492U  Dolphin Capital Investors Limited  02 December 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

Dolphin Capital Investors Limited

("Dolphin" or the "Company")

 

Continuation Vote,

Revised Investment Management Arrangements

and

Notice of Extraordinary General Meeting

 

The Board of Dolphin announces proposals to be made to Shareholders in respect
of:

·    Proposed continuation vote

·    New Investing policy and realisation strategy

·    New Investment Management Agreement

·    Proposed New Memorandum and Articles of Incorporation

·    Proposed adoption of electronic communications

·    Notice of Extraordinary General Meeting

further details of which are set out in this announcement and in a circular
(the "Circular") to be published today.

 

1             BACKGROUND

 

The Company was admitted to trading on AIM on 8 December 2005 as a newly
incorporated, BVI registered, closed-ended investing company. At the time of
Admission, the directors of the Company undertook in the Admission Document
that, shortly before the tenth anniversary of Admission, which would have been
on 8 December 2015, the Board would convene a Shareholders' meeting at which a
resolution would be proposed to determine the future of the Company.

 

On 5 June 2015, the Shareholders of the Company passed a written resolution
adopting a revised strategy for the Company, which envisaged that the Company
would continue in existence for at least a further five years and relieved the
Board of the obligation to convene a Shareholders' meeting by 8 December 2015.

 

Notwithstanding the above, the Board indicated in its announcement issued on 3
June 2015 that it was appropriate for Shareholders to have an opportunity to
review the life of the Company and, although the Company would have no fixed
life, the Board committed to convene and hold an extraordinary general meeting
prior to 31 December 2016, at which an ordinary resolution for the
continuation of the Company would be proposed.

 

The Board convened an extraordinary general meeting on 16 December 2016 at
which Shareholders voted against the continuation of the Company, as then
constituted, and approved a "New Asset Strategy" proposed by the then board of
directors with the objective of disposing of all of the Company's assets by 31
December 2019 (the "New Asset Strategy").

 

On 2 May 2019, the then board of directors convened an extraordinary general
meeting at which the divestment period to achieve the New Asset Strategy was
extended by two years to 31 December 2021 to facilitate the sale of the
Company's assets by that date. The Investment Manager's remuneration structure
was also amended during this period.

 

During the five and a half year period of the New Asset Strategy (including
the May 2019 extension), the Company has sold the following investments:

 

 Year  Investments realised and distributions received by the Company from  Aggregate net proceeds attributable to the Company after accounting for  Debt reduction
       investments held                                                     minority interests and all costs and liabilities

 2017  · Panama (Pearl Island)                                              €27.7 million

       · Aristo (Cyprus)*
 2018  · Sitia Bay (Greece)                                                 €31 million                                                              €73.6 million

       · Triopetra (Greece)

       · Nikki Beach (Greece)

       · Amanzoe (Greece)

       · Seafront Villas in Kilada (Greece)
 2019  · Sale of preferred shares in Aristo (Cyprus)                        €6.1 million

       · Plots in Apollo Heights (Cyprus)
 2020  · Plots in LaVanta (Turkey)                                          €2.3 million

       · Plots in Kilada (Greece)
 2021  · LaVanta (Turkey)                                                   €4.9 million

       · Itacaré (Brazil)

* Dividends received

 

To date, there have been no distributions from the Company to Shareholders of
realisation proceeds because the respective amounts were applied towards
reducing the underlying liabilities of the Group and meeting its operating,
permitting and development expenses.

 

The Company (and companies held by the Company) realised €7.2 million of
investments during the 2020-2021 period. It is unlikely that the Company will
sell any further investments before 31 December 2021. During 2020 and the
first half of 2021, the COVID-19 pandemic had a significant negative impact on
tourism in Europe and on demand from investors to acquire property for the
development of resorts and villas. In Cyprus, demand for property was further
depressed by the suspension of the country's citizenship-for-investment
programme.

 

The purpose of the Circular is to explain to Shareholders the rationale and
new terms on which the Board proposes that the New Investing Policy and
Realisation Strategy is implemented in order to more closely align the
interests of the Investment Manager with those of Shareholders and the further
steps being proposed by the Board to further reduce the Company's operating
costs and improve corporate governance.

 

At the EGM, Shareholders will be asked to vote on the following Resolutions:

 

·   Resolution 1 - an ordinary resolution, to approve (i) the continuation
of the Company; (ii) the new Investing Policy and Realisation Strategy (as
defined in paragraph 4 of Part 1 of the Circular); and (iii) the New IMA (as
defined in paragraph 5 of Part 1 of the Circular).

 

·   Resolution 2 - an ordinary resolution to approve the adoption of the
New Memorandum and Articles (as defined in paragraph 6 of Part 1 of the
Circular).

 

·   Resolution 3 - an ordinary resolution, which is conditional upon the
passing of Resolution 2, that the Company be authorised, subject to and in
accordance with the provisions of the New Memorandum and Articles (as from
time to time amended or varied), and any applicable laws and regulation to
which the Company may be subject from time to time, to send, convey or supply
all types of notices, documents or information to the Shareholders of the
Company by means of electronic communication and including by means of
electronic equipment for the processing (including, without limitation, by
means of digital compression), storage and transmission of data, using wires,
radio optical technologies, or any other electromagnetic means, including by
making such notices, documents or information available on a website.

 

2             THE Current portfolio

The current investments held by the Company as at 30 June 2021 and at the date
of the Circular comprise the following:

 

    Investment                            Land site    Equity interest held by DCI  Aggregate Investment cost(1)  Limited Recourse Debt  DCI gross asset value

(hectares)
(€ million)
(€ million)
(€ million)
 1  One&Only at Kea Island Resort         65           33%                           10                            -
 2  Kilada Hills Golf and Country Resort  224          93%                           90                            -
 3  Scorpio Bay Resort                    172          100%                          15                            -
 4  Lavender Bay Resort                   310          100%                          27                            -
 5  Plaka Bay Resort                      442          100%                          13                            -
 6  Apollo Heights Resort                 447          100%                          31                            -
 7  Livka Bay Resort                      63           100%                          33                            6.2
    TOTAL                                 1,723                                      220                           6.2                    161
    Aristo                                474          47.90%                        186                           -                      43
    Itacaré Investment                    n/a          13%                           1                             -                      -
    GRAND TOTAL                           2,197                                      408                          6.2                     204

(1) as at 30 June 2021

 

Together, these investments had an aggregate Net Asset Value at 30 June 2021
of €152 million.

Over the past five years, since the New Asset Strategy was approved by
Shareholders, the pace of realisation of investments by the Company has been
disappointing. The Investment Manager believes that, subject to the continued
improvement in the investment environment, the pace of realisation of the
Company's investments will accelerate. There is an increasing number of
private equity funds and family offices, actively looking to expand their
exposure to hospitality assets through the acquisition of properties which are
branded and/or managed by operating partners, thus reducing direct operational
risks. Moreover, the post-pandemic uplift in global travel and rising
proportion of consumer spending on experiences looks set to endure, and this
should further support hospitality investment volumes and valuations going
forward. The Investment Manager expects that opportunities to acquire newly
developed luxury branded residential resorts, such as the One&Only at Kea
Island Resort ("OOKI") and the Kilada Hills Golf and Country Resort ("Kilada")
near Porto Heli, could be scarce due to the lack of a material development
pipeline in Greece. As these projects mature, the Investment Manager expects
the Company to be in a position to appeal to a larger investment audience and
transact at valuations reflecting the projects' maturities and intrinsic
values. It is the target of the Board and the Investment Manager to dispose of
all of the Company's remaining assets by the end of 2024. The attention of
Shareholders is drawn particularly to Section 2 of the Circular headed "Risk
Factors".

Construction activity on the sites of the Company's two key resorts in Greece:
OOKI and Kilada, continued throughout 2021 and progress on site in each case
remains on target. The Investment Manager and the Board believe that the value
of the Company and distributions to Shareholders will be optimised by
continuing to hold and develop these resorts, which represent two of the three
largest investments in the portfolio, until they become operational. These
resorts are fully permitted and funded and are due to become operational in
the summer of 2022 and late 2023 respectively. Following encouraging sales at
attractive prices during the summer of 2021, the intention is to continue to
develop the infrastructure and common facilities and to sell individual hotel
rooms and land plots for villas at both sites. The intention is to de-risk the
investments by progressing the development of both resorts and repaying the
respective construction debt facilities for both projects. As on-site
construction progresses and, first, OOKI and, then, Kilada open for business,
it is expected that the sales of the entire interests held by the Company in
each resort should be feasible at attractive prices. In due course, this will
permit the Company to effect material distributions to Shareholders.

 

The Company's third large investment by value is a 47.9 per cent. minority
interest in Aristo. The collapse in tourist arrivals during the COVID-19
pandemic of 2020-21 hit the Cyprus economy particularly hard and the
suspension of the country's citizenship-for-investment programme on 1st
November 2020 caused an immediate halt to overseas purchases of premium villas
and apartments, such as those amongst the product line of Aristo. With tourist
numbers recovering in Cyprus and buyers gradually returning to the local
holiday property market, there is some room for optimism. The Investment
Manager and the Board are working with a view to identifying a sale or
re-financing transaction, which would, in due course, enable the Company to
realise its investment.

 

The remaining assets of the Company are development land in Greece, Cyprus and
Croatia, where local licences, taxes and planning permissions have been
maintained. The Investment Manager will reinvigorate processes to identify
potential joint venture partners-operators and/or buyers with a view to
accelerating the sale of these individual sites.

 

3             CONTINUATION OF THE COMPANY

Through the passing of Resolution 1 at the EGM, the Board proposes that
Shareholders approve a continuation of the Company without setting a
termination date or a date for a further continuation vote in order to provide
time to optimise for Shareholders the value that can be realised from the
Company's investments by removing potentially commercially prejudicial
deadlines from negotiations with potential buyers. In the event that the
Investment Manager does not perform in implementing the new Investing Policy
and Realisation Strategy (as outlined further below), the Company will have
the option of terminating the New IMA on six months' notice from the beginning
of 2023.

 

Notwithstanding the absence of a formal date for Shareholders to consider a
continuation of the Company, the Board may, at any time, propose a further
continuation vote to Shareholders.

 

4             The New INVESTING POLICY & REALISATION STRATEGY

 

With the possible exception of limited follow-on commitments to existing
projects in order to protect and/or enhance their value, the Company will not
make any further investments without Shareholder approval.

 

The Board intends to use substantially all net proceeds from the sale of the
Company's investments to repay the €15.0 million senior secured loan, which
was drawn down in June and July 2021. The outstanding loan balance was €12.8
million as at the date of the Circular. After repaying the loan, all remaining
cash held by the Company will be distributed to Shareholders, subject to
retaining sufficient funds to meet the Company's liabilities and to cover its
reasonable working capital requirements. Given the unpredictable economic
recovery, in particular in the tourism and travel sector, the timing of
distributions to Shareholders cannot be determined with any certainty.

 

In order to avoid any ambiguity as to the strategy of the Company, under
Resolution 1 at the EGM, Shareholders will be asked to consider approving the
following new investing policy and realisation strategy (the "Investing Policy
and Realisation Strategy") which will constitute the Company's "investing
policy" for the purposes of the AIM Rules:

 

·      The Board and the Investment Manager will aim to realise all of
the Company's remaining investments by 31 December 2024.

·      The Company currently intends, subject to any sales opportunity
arising in the interim which will be considered by the Board on a case-by-case
basis, to hold and develop the OOKI and Kilada investments until they become
operational in order to maximise their realisation values, thus enabling the
Company to effect material distributions to Shareholders, but may dispose of
either asset on an opportunistic basis if considered to be in the best
interests of Shareholders.

·      The Board and the Investment Manager will seek to identify a sale
or re-financing transaction for the investment in Aristo which would, in due
course, enable the Company to sell its 47.9% interest.

·      The Company will not make any new investments without Shareholder
approval, except for limited follow-on commitments to existing projects in
order to protect and/or enhance their values.

·      Following the repayment of the Company's senior secured loan, all
remaining cash held by the Company will be distributed to Shareholders,
subject to retaining sufficient funds to meet the Company's liabilities and to
cover the Company's reasonable working capital requirements.

 

Following the realisation of all the Company's investments and the
distribution of the net proceeds to Shareholders, the Board's intention would
be to propose to Shareholders the cancellation of the Company's admission to
trading on AIM and the appointment of a liquidator to oversee the formal
liquidation of the Company.

 

5             The New IMA

In order to reduce the loss of value to Shareholders from operating costs as
the Company implements the proposed new Investing Policy and Realisation
Strategy, the Board and the Investment Manager propose to align the Investment
Manager's interests with those of Shareholders and improve and streamline
operations to significantly reduce the operating costs and cash outflows of
the Company from their previous high levels.

 

A strategic review undertaken by the Board in consultation with the Investment
Manager identified a number of potential improvements and savings. These
included:

 

·      reducing the Independent Directors' remuneration;

·      negotiating new service and fee terms with most of the Company's
service providers;

·      appointing FIM Capital Limited to replace the Company's former
Jersey based administrator;

·      terminating the appointment of the Company's former custodian;

·      terminating the appointment of the Company's former public
relations adviser; and

·      appointing finnCap as the Company's combined Nominated Adviser
and Broker to replace the split roles formerly undertaken by Grant Thornton
and Panmure Gordon.

 

Currently, the Company's largest operating cost is the remuneration paid to
the Investment Manager.

 

As the Amended IMA automatically expires on 31 December 2021, the Board has
negotiated the New IMA with the Investment Manager which will, if approved by
Shareholders through the passing of Resolution 1 at the EGM, enter into effect
on 1 January 2022.

 

The key terms of the New IMA, if approved, will:

 

·      eliminate the annual fixed investment management fees that the
Company has been paying to the Investment Manager since the Company was first
admitted to trading on AIM. These peaked at €17.9 million in 2011 and
currently amount to €3.6 million per annum;

 

·      eliminate the current variable fee arrangement and introduce an
incentive fee arrangement payable to the Investment Manager as follows:

 

o  a fee will only accrue when Shareholders receive a distribution from the
Company;

 

o  no incentive fees will accrue or be payable until Shareholders have first
received aggregate distributions of at least €40.0 million, which
approximates to the current market capitalisation of the Company;

 

o  thereafter, an incentive fee payable to the Investment Manager of 15 per
cent. will accrue on all distributions paid to Shareholders;

 

o  once €80.0 million has been distributed to Shareholders, a bonus of
€1.0 million for every additional €5.0 million of distributions will be
payable to the Investment Manager until a total of €100 million has been
distributed to Shareholders. This bonus will amount to a maximum of €5.0
million in total;

 

o  in order to permit the Investment Manager to meet its working capital
commitments, quarterly advances will be paid to the Investment Manager in the
amounts of €2.4 million in total for 2022, €2.3 million for 2023 and
€1.3 million for 2024. These advances will be repaid by the Investment
Manager to the Company by way of set off against accrued incentive fee
entitlements;

 

o  all fees accrued and paid in cash to the Investment Manager with effect
from 1 January 2022 under the terms of an asset management agreement entered
into between the Investment Manager and the project company for the OOKI
investment will also be set off against the accrued incentive fee
entitlements; and

 

o  in order to discourage 'cherry picking' through the priority sale of the
Company's more attractive investments, 25 per cent. of any incentive fee
entitlements payable to the Investment Manager will be held in escrow and
released with the last distribution to Shareholders after the last remaining
investment has been sold.

 

No further management, incentive or performance fees will be payable by the
Company pursuant to the Amended IMA once it expires on 31 December 2021 with
the exception of an amount of €1.3 million of currently accrued and
outstanding management fees that DCP has agreed to defer until the Company is
able to complete asset sales of at least an equivalent amount.

 

The New IMA will commence on 1 January 2022 with an initial term of twelve
months and, thereafter, may be terminated on six months' notice by either
party.

 

The Independent Directors, having consulted with the Company's Nominated
Adviser, finnCap, believe that the terms of the New IMA are fair and
reasonable in so far as Shareholders are concerned.

 

In the event that Resolution 1 is not approved by Shareholders at the EGM, the
New IMA will not be adopted and the Board will formulate new proposals to be
put to Shareholders as soon as reasonably practicable and, in any event, by 30
June 2022. During this period the Amended IMA will be extended subject to the
revised fixed investment management and incentive fee arrangements outlined
above.

 

Shareholders should be aware that the Board is committed to ending, wherever
possible, related party transactions and potential conflicts of interest
between the Investment Manager, the Company and its subsidiaries, which have
arisen periodically during the life of the Company. Details of all ongoing
related party transactions and potential conflicts of interest will continue
to be disclosed on a regular basis in both the interim and annual report and
accounts of the Company.

 

6             aMENDMENTS TO THE memorandum and articles of association

The Board proposes to improve the rights of Shareholders by adopting the New
Memorandum and Articles by the passing of Resolution 2 at the EGM.

 

The New Memorandum and Articles are intended to more closely align the
Company's constitution with the rights offered to shareholders in companies
incorporated under the UK Companies Act 2006.

 

The New Memorandum and Articles contain inter alia a requirement for the
Company to hold annual general meetings to approve the annual report and
accounts; the re-election of Directors by rotation on a three year cycle; and
the ability of Shareholders owning 10 per cent. or more of Common Shares to
requisition an EGM at any time.

 

The objective of the adoption of the New Memorandum and Articles is to improve
the Company's corporate governance and the accountability of the Board to
Shareholders.

 

A copy of the New Memorandum and Articles is available for inspection on the
Company's website at www.dolphinci.com (http://www.dolphinci.com) .

 

7             related party transaction

 

Dolphin Capital Partners Ltd is considered to be a related party of the
Company for the purposes of the AIM Rules as it is the Investment Manager and
Miltos Kambourides is both principal of the Investment Manager and a Director.
Therefore, the New IMA is considered to be a "Related Party Transaction" under
Rule 13 of the AIM Rules.  Accordingly, the Independent Directors consider
(having consulted with the Nominated Adviser) that the terms of the New IMA
are fair and reasonable insofar as the Shareholders are concerned.

8             electronic communciations with shareholders

 

Subject to the adoption of the New Memorandum and Articles by the passing of
Resolution 2 at the EGM, the Company will, under the terms of the New
Memorandum and Articles have the option to provide notices or documents to any
Shareholder using electronic communication at an address for the time being
notified to the Company by the Shareholder. However, in order to take
advantage of this for certain documents, the AIM Rules require compliance with
a specific procedure, summarised below.

The AIM Rules provide companies with the option to satisfy the requirement to
send certain documents (including the annual report and accounts) to
shareholders by electronic communication, subject to the company's
constitution and any legal requirements in its jurisdiction of incorporation
and subject to the satisfaction of certain requirements. These requirements
include the need for shareholder approval in general meeting enabling the
company to utilise the ability to communicate with its shareholders via
electronic means. This approval will be granted in relation to the Company if
Resolution 3 is passed at the EGM.

Resolution 3 is conditional upon the passing of Resolution 2 at the EGM and
the adoption of the New Memorandum and Articles.

Under the AIM Rules, the Company cannot use electronic communications
(including by means of the Company's website) for certain documents unless the
recipient Shareholder has either, (i) given individual consent, or (ii) having
been contacted in writing to request such consent, has not objected within 28
days, in which event their consent can be deemed to have been given. If
Resolution 3 is passed at the EGM, the Company will contact Shareholders
individually in this regard in due course. Where consent is given or deemed
given, each Shareholder will be contacted to alert them to the publication of
certain documents on the Company's website. A Shareholder, may continue to
receive Company communications in hard copy form if they so wish. Moreover, a
Shareholder may, in relation to a particular communication, request a hard
copy form of that communication.

9             Notice of EXTRAORDINARY GENERAL MEETING

 

The EGM will be held at 10:00 a.m. (GMT) on 22 December 2021 at the offices of
FIM Capital Limited, 55 Athol St, Douglas, Isle of Man IM1 1LA.

 

At the EGM the following resolutions will be proposed:

 

·   Resolution 1 - an ordinary resolution, to approve: (i) the continuation
of the Company; (ii) the new Investing Policy and Realisation Strategy; and
(iii) the New IMA.

 

·   Resolution 2 - an ordinary resolution to approve the adoption of the
New Memorandum and Articles.

 

·   Resolution 3 - an ordinary resolution, which is conditional upon the
passing of Resolution 2, that the Company be authorised, subject to and in
accordance with the provisions of the New Memorandum and Articles (as from
time to time amended or varied), and any applicable laws and regulation to
which the Company may be subject from time to time, to send, convey or supply
all types of notices, documents or information to the Shareholders of the
Company by means of electronic communication and including by means of
electronic equipment for the processing (including, without limitation, by
means of digital compression), storage and transmission of data, using wires,
radio optical technologies, or any other electromagnetic means, including by
making such notices, documents or information available on a website.

 

Whether or not Shareholders propose to attend the EGM, they should complete
and return the Form of Proxy or Form of Instruction (as appropriate) in
accordance with the instructions in Part 3 of the Circular.

 

The Circular and the new Memorandum and Articles of Association for the
Company, which are proposed to be adopted at the EGM, will be uploaded to the
Company's website www.dolphinci.com (http://www.dolphinci.com)   shortly.

 

10           RECOMMENDATION

 

The Independent Directors consider Resolution 1 to be in the best interests of
all Shareholders as it is aimed at maximising the realisable value of the
Company for Shareholders and seeks to align the interests of the Investment
Manager and the Shareholders more closely. Accordingly, the Independent
Directors recommend that all Shareholders vote FOR Resolution 1 to be proposed
at the EGM.

 

In addition, the Directors consider Resolutions 2 and 3 to be in the best
interests of all Shareholders. Accordingly, the Directors recommend that all
Shareholders vote FOR Resolutions 2 and 3 to be proposed at the EGM.

 

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)

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 ("MAR"). For the purposes of MAR, the person
responsible for releasing this announcement is Martin Adams.

 

This announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company.

 

As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this announcement by or on behalf of the Company speak only as of the date
they are made. The information contained in this announcement is subject to
change without notice and except as required by applicable law or regulation,
the Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statements are based.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

 

Definitions

 "€"                                       Euros.

 "Admission"                               the admission of the common share capital of the Company to trading on AIM

                                         which became effective in accordance with the AIM Rules at 8:00 a.m. on 8
                                           December 2005.

 "Admission Document"                      the AIM admission document of the Company dated 6 December 2005.

 "AIM"                                     the AIM market of the London Stock Exchange.

 "AIM Rules"                               the AIM Rules for Companies (including the guidance notes thereto) published
                                           by the London Stock Exchange governing, inter alia, the continuing obligations
                                           of AIM companies (as amended from time-to-time).

 "Amended IMA"                             the eighth amended and restated investment management agreement dated 9 April

                                         2019 and made between the Company and the Investment Manager, which
                                           automatically expires on 31 December 2021.

 "Aristo"                                  Aristo Developers Limited.

 "Board" or "Directors"                    the Board of Directors of the Company.

 "Company", "Dolphin" or "DCI"             Dolphin Capital Investors Limited.

 "Common Shares"                           common shares of €0.01 each in the Company and, save where the context
                                           requires otherwise, Depositary Interests representing such common shares.

 "Circular"                                The Circular posted today and available on the Company's website
 "CREST"                                   the computerised settlement system operated by Euroclear which facilitates the

                                         transfer of title to shares in uncertificated form.

 "Depositary Interests"                    de-materialised depositary interests representing Common Shares issues by the

                                         depositary, Computershare Investor Services PLC, and settled in CREST.

 "EGM" or "Extraordinary General Meeting"  the extraordinary general meeting of the Company to be held at 10:00 a.m.

                                         (GMT) on 22 December 2021 at the offices of FIM Capital Limited, 55 Athol St,
                                           Douglas, Isle of Man IM1 1LA.

 "Euroclear"                               Euroclear UK & Ireland Limited, being the operator of CREST.

 "Form of Instruction"                     the form of instruction for use at the EGM.

 "Form of Proxy"                           the form of proxy for use at the EGM.

 "GMT"                                     Greenwich Mean Time.

 "Group"                                   together, the Company and its subsidiary undertakings.

 "Independent Directors"                   the Directors other than Miltos Kambourides.

 "Investment Manager"                      Dolphin Capital Partners Ltd.

 "Net Asset Value"                         the value, as at a date, of the assets of the Company after deduction of all

                                         liabilities, calculated in accordance with the Company's accounting policy.

 "New IMA"                                 the new investment management agreement entered into, conditionally upon the
                                           passing of Resolution 1 at the EGM, between the Company and the Investment
                                           Manager, a summary of the key terms of which are set out in Part 1 of the
                                           Circular.

 "New Memorandum and Articles"             the new memorandum and articles of association proposed to be adopted by the
                                           Company by the passing of Resolution 2 at the EGM.

 "Nominated Adviser"                       finnCap Ltd.

 "Notice of EGM"                           the Notice of EGM or Notice of Extraordinary General Meeting as set out on

                                         page 20 of the Circular.

 "Resolutions"                             the resolutions to be proposed at the EGM, and a reference to "Resolution 1",
                                           "Resolution 2" and "Resolution 3" shall be construed accordingly.

 "Shareholder"                             a holder of Common Shares.

 

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  MSCDKBBQABDKPBK