REG - Dolphin Capital Inv - Proposed Issue of New Shares to raise EUR75 m <Origin Href="QuoteRef">DOLC.L</Origin> - Part 4
16/07/2015 09:09
- Part 4: For the preceding part double click ID:nRSC0225Pc
practice.
APPENDIX 5
ILLUSTRATIVE FINANCIAL INFORMATION
A. Projected Returns to the Company from the first phases of the Core
Projects 10
Core Projects AMANZOE PLAYA GRANDE 11 PEARL ISLAND 12 KILADA HILLS GOLF RESORT 13 KEA RESORT 14 TOTAL
DCI stake 100% 15 100% 60% 100% 34%
Planned buildable
Residential buildable m2 43,189 33,155 39,380 114,400 17,655 247,779
Leisure buildable m2 21,678 8,250 10,853 1,500 11,850 54,131
Land
Land plots (m2) - 290,013 174,000 - - 464,013
Total revenues 421 546 279 515 89 1,849
(2015 - 2024)
(E million)
Net project distributions 139 244 117 177 43 719
(2015 - 2024)
(E million) 16
Total revenues 226 328 47 40 13 653
(2015 - 2019)
(E million)
Net project distributions 32 110 19 16 3 181
(2015 - 2019)
(E million)
Residual value (2019 - 2024)
NPV 83 105 66 106 24 384
(at 15%)
(E million)
NAV 9 19 31 42 - 101
(E million)
Total value estimate as 124 234 116 165 27 665
of end of 2019
(E million)
General notes
· The above cashflows are net of any debt, taxes and fees.
· Final year target/ forecast cash flows include leisure terminal values
net of incentive fees
· Discount rate used for net present value is 15%
· The commencement of new construction remains subject to the Company
securing the equity funds required from the monetisation of Non-Core Assets,
and/or the completion of joint venture or other
· financing transactions and depends on market conditions and is at the
sole discretion of the Board
B. Projected Returns to the Company from the realisation of the Non-Core
Assets 17
Non Core Assets Shareholding Land size Net targeted
(hectares) distributions(E million)
Greece 167
Sitia Bay Resort 78% 270
Scorpio Bay Resort 100% 172
Lavender Bay Resort 100% 310
Plaka Bay Resort 100% 442
Triopetra 100% 11
The Nikki Beach at Porto Heli 25% 1
Douneika 100% 26
Cyprus 76
Venus Rock (Aristo) 49.8% 737
Apollo Heights Polo Resort 100% 461
Eagle Pine Golf Resort (Aristo) 49.8% 319
Aristo Cyprus 18 49.8% 392
Other 26
LaVanta (Turkey) 100% 8
Livka Bay (Croatia) 100% 63
TOTAL 3,212 269
C. Targeted cumulative Company cashflow 2015 - 2019
Cashflows (in million) 2015 2016 2017 2018 2019 Total
DCI OPERATIONS
CORE PROJECTS -- E 5 E 20 E 71 E 85 E 181
NET NON-CORE ASSET DISPOSALS -- E 66 E 58 E 111 E 35 E 269
PROJECT CARRY COSTS & OVERHEADS E- 24 E- 19 E- 13 E- 13 E- 12 E- 81
Total cashflow from Operations E- 24 E 52 E 65 E 169 E 108 E 369
EQUITY OFFERING & CONVERTIBLE BONDS
NET PLACING PROCEEDS E 65 -- -- -- -- E 65
DEBT SERVICE / CONVERT E- 5 E- 21 E- 3 E- 58 -- E- 87
DCI EQUITY INTO CORE PROJECTS -- E- 27 -- -- -- E- 27
Net Proceeds E 60 E- 48 E- 3 E- 58 -- E- 50
TOTAL NET CASHFLOWS E 37 E 4 E 61 E 111 E 108 E 320
CUMULATIVE NET CASH FLOWS E 37 E 41 E 102 E 212 E 320
Residual Core Projects' Value E 485
Total Value E 805
Debt Balance (E million) 2015 2016 2017 2018 2019
CONVERTIBLE BOND E 75 E 58 E 58 -- --
CORE PROJECTS E 161 E 170 E 125 E 72 E 45
NON CORE PROJECTS E 29 E 13 -- -- --
Total Debt E 265 E 241 E 182 E 72 E 45
Basic assumptions
· All cost assumptions cover future development, marketing, sales,
branding and agency costs and do not include already incurred expenses for
land acquisition and development.
· Only the expected net distributions to the Company from the sale of the
Non-Core Assets are taken into consideration.
· The anticipated impact on the projects' profitability, from any new
legislation enforced by the Greek, Cypriot, Dominican Republic, Panamanian,
Turkish and Croatian governments were not taken into account.
· No inflation adjustments have been made.
· Returns are calculated on a before corporate income tax basis. Actual
taxes would depend on the jurisdiction of each project and the structure of
each specific sale transaction.
· Residential units are assumed to be developed on a "sell and build
basis", apart from minor investments in "show" units.
· Assuming no new investments are made, and no distributions to
Shareholders
All projections are based on future expectations rather than on historical
facts and are forward looking statements that involve a number of assumptions,
risks and uncertainties. The Company and the Investment Manager cannot give
any assurance that such statements will prove to be correct. Any forward
looking statements made by or on behalf of the Company are made only on a best
estimate basis as of the date they are made and they do not constitute future
earnings, revenues or profits forecasts or guidance. Neither the Company nor
the Investment Manager undertake to update forward looking statements to
reflect any changes in expectations, events, conditions or circumstances upon
which such statements are made.
APPENDIX 6
CORE PROJECT OVERVIEW
1. Amanzoe, Greece
Location: · In the area of Porto Heli, also known as the Greek Riviera· 2 hour drive from Athens international airport· Easy access to the cosmopolitan islands of Spetses and Hydra· 0.1 km of coastline
Status: · Opened in August 2012
Composition: · 38 Pavilions, 4 Beach Cabanas · Private Beach Club · 47 villas planned, 13 Villas sold/reserved, 4 delivered
Next steps: · Construction of 3 additional villas to be completed prior to the 2015 summer season· Sell villas and improve occupancy and grow Net Operating Income ("NOI") at Amanzoe· Build additional beach cabanas · Buy additional land for villas
Financing Requirements · No additional funding requirement forecast· Colony mezzanine facility has a cash sweep at project SPV level· Total debt at 31 December 2014 of E74 million
ReturnsForecast · Total residential potential profitability: E175 million · Total free cashflow: E170 million· Total free cashflow to DCI: E139 million
2. Playa Grande Club & Reserve, Dominican Republic
Location: · Northern coast of the Dominican Republic, between the towns of Cabrera and Rio San Juan· 1 hour drive from 2 international airports
Special Features · 11 km of seafront, spread over 950 hectares of land (839 hectares owned by DCI) · 173 acre existing golf course, designed by renowned architect Robert Trent Jones· Playa Grande Beach is generally perceived to be one of the most spectacular beaches in the CaribbeanThe Founders' phase includes a 15-room boutique hotel and beach club while all of c. 70 lots have been granted to a New York based group of prominent personalities in the world of finance, media and entertainment
Composition Phase I: · 40-suite Aman hotel (including 6 two-bedroom villas) and 34 large Aman villas for sale Futures Phases:· Approx 350 additional residential units for sales· Additional leisure facilities (beachclub, mountain equestrian club, spa, tennis, trails)
Status: · Aman hotel targeted to open Q4 2015· 4 Aman Founder Villas sold and one 2-bedroom Villa reserved· The back 9 of the Golf Course has been completely renovated, and the front 9 is currently under re-construction to be completed in Q4 2015
Financing Requirements · No additional funding requirements forecast· Melody Finance mezzanine loan has 50 per cent. cash sweep at the project level· Total debt at 31 Dec 2014 of E43 million
ReturnsForecast · Total residential potential profitability: E224 million · Total free cashflow: E291 million· Total free cashflow to DCI: E244 million
3. Kilada Hills, Porto Heli, Greece
Location: · A few minutes' drive from Amanzoe· 0.1 km coastline
Composition: Phase I - Golf course:· 18-hole Jack Nicklaus Signature Golf Course (operation expected to initiate in 2018, assuming funding is secured in 2016) · Golf clubhouse, c. 260 golf residences· Beach ClubOther Phases:· 100 hillside residences· 100-room hotel and c. 88 branded villas and residences· Beach Club expansion
Status: · Current permits in place to allow commencement of the Golf phase construction, as soon as funding is secured.· One of the first projects in Greece to receive "Strategic Investment" status which give significant permitting advantages and removes the requirement of building a hotel· The "Strategic Development" final permits are pending and depend on the issuance of a Presidential Decree which, after its recent approval by the Council of State, is expected within 2015
Financing Requirements · Progressing negotiations with a major regional bank for a long term senior construction loan facility and a VAT bridge facility of E10 million· Further investment of E9 million required, to be funded from DCI Non-Core Asset disposals or through third party joint venture or other financing
ReturnsForecast · Total residential potential profitability: E212 million · Total free cashflow: E201million· Total free cashflow to DCI: E177 million
4. Kea Resort, Kea Island, Greece
Location: · On the island of Tzia (Kea), the closest Cycladic island to Athens· 15-minute drive from Athens International Airport to Lavrio Harbour followed by a half hour boat ride· c. 1 km of coastline
Composition: · A 30-pavillion Aman luxury hotel (operation expected to initiate in 2018, assuming funding is secured in 2016) · 6 Aman Suites and 29 villas
Status: · In April 2015 the project received all necessary approvals through the Construction Permit
Financing Requirements · Executed a mandate letter with a major regional bank for the provision of the following subject to an equity investment of E10 million:o E22 million long term senior construction loan facility; ando E4.9 million letter of guarantee for the pre-financing of the state subsidies awarded to the project.· In discussions regarding E18 million of equity investment from a third party joint venture partner to complete project with another luxury operator; memorandum of
understanding signed on 18 March 2015
Project partners · Existing management agreement is with Aman Resorts. DCI is currently in discussions with a joint venture partner, and operator might change, subject to reaching a formal agreement
ReturnsForecast · Total residential potential profitability: E111 million · Total free cashflow: E159 million· Total free cashflow to DCI: E43 million
5. Pearl Island, Pearl Archipelago, Panama
Location: · Private island, about the size of St Barts, 42 nautical miles south of Panama City, accessible in less than 20 minutes by air and 80 minutes by boat. The island is held in a 60/40 joint venture between DCI and Grupo Eleta · 30 km coastline
Composition: Founders' Phase (7 per cent. of island) - sold· Beach club, spa and other leisure facilities· 40-berth and 30 dry-dock marina· Approx. 190 residential units (villas and plots)Phase I - Ritz Carlton Reserve (3 per cent. of island):· 85
-key Ritz Carlton Reserve hotel with beach club (operations expected to initiate in 2018, assuming funding is secured in 2016) · c.122 branded residential unitsOther Phases (90 per cent. of island):· Development potential for over 425,000 m2 of
buildable residential space or c. 945 residential units and lots for sale· Up to 4 additional luxury hotels· Marina with up to 500 berths and retail facilities· Recreational and sports facilities· International airport
Completed to date: Owned by joint venture or Founders' Phase, depending on location · Basic infrastructure works in place including 26 km of roads · Irrigation / drainage / erosion control systems in place · Beach club is operational, marina with 40 berths
(Founders' Phase) Owned by joint venture · Modular utilities (water and electricity) and workers' housing · Airstrip runway of 1 km · Service pier in advance stages of construction
Financing Requirements (for Phase I) · Term sheet for US$33 million regional mortgage debt agreed· E31 million equity investment required to complete Phase I, in 60/40 joint venture with Group Eleta (i.e. E19 million for DCI's share)· DCI's share to be funded from non-core
assets disposals or third party joint venture or further financing
ReturnsForecast · Total residential potential profitability: E188 million · Total free cashflow: E233million· Total free cashflow to DCI: E117 million
APPENDIX 7
RISK FACTORS
An investment in the Shares carries a number of risks including (without
limitation) the risk that the entire investment may be lost. In addition to
all other information set out in this Announcement, the following specific
factors should be considered when deciding whether to make an investment in
the Shares. The risks set out below are those which are considered to be the
material risks relating to the Company in the Shares but are not the only
risks relating to the Shares or the Company. No assurance can be given that
Shareholders will realise profit on, or recover the value of, their investment
in the Shares. It should be remembered that the price of Shares and the income
from them can go down as well as up.
The Shares are only suitable for investors who understand the risk of capital
loss and that there may be limited liquidity in the underlying investments of
the Company and in the Shares, for whom an investment in the Shares would be
of a long-term nature and constitute part of a diversified investment
portfolio and who understand and are willing to assume the risks involved in
investing in the Shares. Additional risks and uncertainties of which the
Company is presently unaware or that the Company currently believes are
immaterial may also adversely affect its business, financial condition,
results of operations or the value of the Shares.
RISKS RELATING TO THE COMPANY, ITS INVESTING POLICY AND OPERATIONS
The Company may not be able to implement the Investing Policy
The Company may not be able to implement its Investing Policy. The Investing
Policy is an aspiration but the existence of the Investing Policy should not
be considered as an assurance or guarantee that it can or will be achieved.
An element of the Investing Policy is to return funds to Shareholders in the
form of dividends, other distributions and/or Share buy backs. The payment and
amount of any future dividends and other distributions and the ability of the
Company to buy back Shares is subject to the discretion of the Board and will
depend upon, amongst other things, the Company successfully pursuing the
Investing Policy and the Company's earnings, financial position, cash
requirements, level and rate of borrowings and availability of profit, as well
as the provisions of relevant laws or generally accepted accounting principles
from time to time. There can be no assurance as to the level and/or payment of
future dividends or distributions by the Company.
The illustrative returns set out in Appendix 4 of this Announcement are based
on estimates and assumptions that are inherently subject to significant
uncertainties and contingencies, and the actual rate of return may be
materially lower than the illustrative returns
The illustrative returns set out in this Announcement are targets only and are
based on estimates and assumptions about a variety of factors including,
without limitation, the continuing review by the Board and Investment Manager
of the development plans, budgets and timing for the Core Projects, sale
prices, yield and performance of the Company's investments, which are
inherently subject to significant business, economic and market uncertainties
and contingencies, all of which are beyond the Company's control and which may
adversely affect the Company's ability to achieve the illustrative returns.
The Company may not be able to implement its Investing Policy in a manner that
generates returns in line with the targets. Furthermore, the illustrative
returns are based on the market conditions and the economic environment at the
time of assessing the illustrative returns, and are therefore subject to
change. In particular, the illustrative returns assume no material changes
occur in government regulations or other policies, or in law and taxation, and
that the Company is not affected by natural disasters, terrorism, social
unrest or civil disturbances or the occurrence of risks described elsewhere in
this Announcement. There is no guarantee that actual (or any) returns can be
achieved at or near the levels set out in this Announcement. Accordingly, the
actual rate of return achieved may be materially lower than the illustrative
returns, or may result in a partial or total loss, which could have a material
adverse effect on the Company's profitability, the Net Asset Value and the
price of Shares.
Dependence on luxury branding and reputation
The Core Projects include and will include (for the Core Projects not yet
developed) branded luxury hotels and leisure components and their success is
dependent in part upon the respective brands value and appeal for clients
which may be severely damaged even by isolated incidents which reduce consumer
trust in such brands, particularly if the incidents receive considerable
negative publicity or result in litigation. Demand for the Company's
residential units in its Core Projects could diminish significantly if any
such incidents or other matters erode the confidence of the Company's target
customers in such branded products, which could have a material adverse effect
on the Company's business, results of operations and financial condition.
The Company's ability to pay dividends is not guaranteed
As a holding company, the Company's ability to pay dividends in the future is
affected by a number of factors, principally the Company's ability to receive
sufficient dividends from its subsidiaries. The payment of dividends by
subsidiaries is, in turn, subject to restrictions, including the existence of
sufficient distributable reserves and cash in those subsidiaries,
legislatively imposed repatriation requirements and certain restrictions in
the Company's debt financing arrangements. These restrictions could limit or
prohibit the payment of dividends to the Company by its subsidiaries, which
could restrict the Company's ability to pay dividends to Shareholders.
Country risk in the regions where the Company's projects are located
The general economic environment prevailing in the south-east Europe area and
internationally may affect the Company's operations. Concepts such as
inflation, unemployment, and development of the gross domestic product are
directly linked to the economic course of every country and variation in these
and the economic environment in general might affect the Company to a certain
extent. Specifically, in relation to Greece, due to the current escalation of
the sovereign debt crisis in Greece since mid-2012 and the international media
speculation involving scenarios of default and/or Greece's exit from the
Eurozone, the current political and economic climate in Greece remains
challenging and unstable while the stability of the banking system remains
fragile, with the most notable effect on the Company's businesses being the
scarcity of senior bank debt to finance the construction of its Core Project
development portfolio and an additional difficulty in the realisation of the
Non-Core Assets located in Greece.
REAL ESTATE RISKS
The Non-Core Assets are illiquid and may be difficult or impossible to realise
at a particular time
The Non-Core Assets principally comprise real estate investments, including
Venus Rock and Eagle Pine which are owned by Aristo but are planned to be sold
prior to the Company selling its shareholding in Aristo. Such investments are
illiquid; they may be difficult for the Company to sell and the price achieved
on any realisation may be at a discount to the prevailing valuation of the
relevant investment, which may have a material adverse effect on the Company's
profitability, the Net Asset Value and the price of Shares.
Completion of the Core Projects may incur more cost and time than expected
In terms of completion of the Core Projects the Company will be subject to the
risks normally associated with property development. These risks include,
without limitation, risks relating to the availability and timely receipt of
planning and other regulatory approvals, the cost and timely completion of
construction (including risks beyond the control of the Company, such as
weather or labour conditions or material shortages), general market and
letting risk, and the availability of both construction and permanent
financing on favourable terms as well as the generation of funds either from
the sales of Non-Core Assets or other joint venture or financing transactions
to finance the development of the Core Projects. These risks could result in
substantial unanticipated delays or expense and, under certain circumstances,
could prevent completion of development activities once undertaken, any of
which could have a material adverse effect on the Company's profitability, the
Net Asset Value and the price of Shares.
Property valuation is inherently subjective and uncertain
Property and property related assets are inherently difficult to value due to
the individual nature of each property. As a result, valuations are subject to
uncertainty and there can be no assurance that the estimates resulting from
the valuation process will reflect actual sales prices that could be realised
by the Company in the future. The Company relies on property valuations in
calculating the Company's Net Asset Value.
Risks relating to the Shares
The Shares trade at a discount to Net Asset Value per Share and Shareholders
may be unable to realise their investments through the secondary market at Net
Asset Value per Share
The Shares currently trade at a discount to Net Asset Value per Share for a
variety of reasons, including adverse market conditions, a deterioration in
investors' perceptions of the merits of the Company's investing policy and an
excess of supply over demand in the Shares. While the Directors will seek to
mitigate any discount to Net Asset Value per Share through such discount
management mechanisms as they consider appropriate, there can be no guarantee
that they will do so or that such mechanisms will be successful.
The market price of the Shares may rise or fall
The value of an investment in the Company, and the income derived from it, if
any, may go down as well as up and a Shareholder may not get back the amount
invested.
General movement in local and international stock markets, prevailing and
anticipated economic conditions and interest rates, investor sentiment and
general economic conditions may all affect the market price of the Shares. To
optimise returns, Shareholders may need to hold the Shares for the long term
and the Shares are not suitable for short term investment.
Risks relating to service providers
The Company does not directly employ officers or employees and is reliant on
the performance of the Investment Manager, and the Company may not find a
suitable replacement to the Investment Manager if the Investment Manager
terminates the Investment Management Agreement, ceases to operate or its
principals leave
The Company has no full time employees and no separate facilities and is
reliant on the Investment Manager for the implementation of the Company's
operating policies and strategies. Whilst the Company has taken all reasonable
steps to establish and maintain adequate procedures, systemsand controls to
enable it to comply with its obligations, the Company is reliant upon the
performance ofthe Investment Manager for all of its executive functions. In
particular, the Investment Manager will be performing services which are
integral to the operation of the Company. Failure by the Investment Manager to
carry out its obligations to the Company in accordance withthe terms of the
Investment Management Agreement could have a materially detrimental impact on
the operation of the Company. The Company is also subject to the risk that the
Investment Manager will terminate the Investment Management Agreement and a
suitable replacement is not secured in a timely manner or key personnel of the
Investment Manager are not available to the Company with an appropriate time
commitment, the ability of the Company to execute its investment objective and
investment policy may be adversely affected.
The Company is dependent on the expertise of the Investment Manager and its
key personnel to implement the Investing Policy
In accordance with the Investment Management Agreement, the Investment Manager
is responsible for providing discretionary investment management services to
the Company. Accordingly, the Company will be reliant upon, and its success
will depend on, the Investment Manager and its personnel, services and
resources.
Consequently, the future ability of the Company to successfully pursue its
Investing Policy may, among other things, depend on the ability of the
Investment Manager to retain its existing staff and/or to recruit individuals
of similar experience and calibre. Whilst the Investment Manager has
endeavoured to ensure that the principal members of its management team are
suitably incentivised, the retention of key members of the team cannot be
guaranteed. Furthermore, in the event of a departure of a key employee of the
Investment Manager, there is no guarantee that the Investment Manager would be
able to recruit a suitable replacement or that any delay in doing so would not
adversely affect the performance of the Company. Events impacting but not
entirely within the Investment Manager's control, such as its financial
performance, it being acquired or making acquisitions or changes to its
internal policies and structures could in turn affect its ability to retain
key personnel.
Under the terms of the Investment Management Agreement, the Investment Manager
is required to devote appropriate time and resources to the Company's
investments. However, if the Investment Manager fails to allocate the
appropriate time or resources to the Company's investments, the Company may be
unable to execute the Investing Policy. In addition, although the Investment
Management Agreement requires the Investment Manager to dedicate specific
personnel to the Company's business or to require personnel servicing the
Company's business to allocate a specific amount of time to the Company they
may not be able to do so.
The obligations of the Investment Manager under the Investment Management
Agreement are not guaranteed by any other person.
RISKS RELATING TO TAXATION AND REGULATION
A change in the Company's tax status could adversely affect the Company's
profits and portfolio value and/or returns to Shareholders
The levels of and reliefs from taxation may change, adversely affecting the
financial prospects of the Company and/or the returns payable to
Shareholders.
APPENDIX 8
Debt FacilitIES SCHEDULE
ISSUER/BORROWER LENDER AMOUNT CURRENCY RATE MATURITY
DCI Convertible Loans
DCI N/A E50,000,000 EUR 5.5% p.a 05/04/2018
DCI N/A E8,336,364 USD 7% p.a. 23/04/2018
DCI Holdings 7 N/A E28,263,636 USD 7% p.a. 29/03/2016
Core Project Loans
Amanzoe Piraeus Bank E32,258,375 EUR 6m Euribor+6.5% 16/01/2026
Colony Capital E41,245,162 EUR 11% p.a. (plus profit participation to generate a 16% IRR) 07/08/2020
Playa Grande Banco Central E7,054,897 USD 6mLibor + 2%, min 3% 26/12/2017
Melody Capital E28,158,585 USD Libor (subject to floor of 2%) plus 8% 31/12/2020
Banco BHD Leon S.A., (Syndicated loan) E12,387,627 USD 3mLibor + 4%, min 8% 18/06/2020
(Resource to DCI: Interest only)
Non Core Project Loans
La Vanta, Turkey Yapı Kredi Bank Sefaköy Branch E945,346 EUR 7.9% 30/06/2016
Livka Bay Resort, Croatia Privredna banka Zagreb d.d. E9,866,153 EUR 3m Euribor + 5%, min 7.25% 30/06/2015
Apollo, Cyprus Bank of Cyprus E3,903,295 EUR Basic rate + 3.25% 31/03/2015
Bank of Cyprus E15,993,907 EUR Basic rate + 1.5% 31/12/2022
Zoniro Greece Piraeus Bank E846,787 EUR 6m Euribor+6.5% 31/01/2016
Piraeus Bank E5,660,253 EUR 6m Euribor+6.5% 30/06/2019
Piraeus Bank E2,238,604 EUR 0.0% Overdrafts
Alpha Bank (CY) E842,734 EUR 3m Euribor+6.3% 19/03/2016
APPENDIX 9
DEFINITIONS
"E" Euros;
"Admission" admission of the New Shares to trading on AIM;
"Admission Document" the Company's AIM admission document dated 6 December 2005;
"AIF" an Alternative Investment Fund, as defined in the AIFM Directive;
"AIFM" an Alternative Investment Fund Manager, as defined in the AIFM Directive;
"AIFM Directive" the EU Directive on Alternative Investment Fund Managers (Directive 2011/61/EC);
"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 plc governing, inter alia, the continuing obligations of AIM companies (as amended from time-to-time);
"Announcement" this announcement (including all the appendices);
"Articles" the articles of association of the Company;
"Aristo" Aristo Developers Limited;
"BCA" the BVI Business Companies Act of 2004 (as amended);
"Board" or "Directors" the board of directors of the Company;
"Company" or "DCI" Dolphin Capital Investors Limited;
"Core Projects" the Company's current developments known as Amanzoe, Kilada Hills, The Kea Resort (all in Greece), the Playa Grande Club and Reserve (Dominican Republic) and Pearl Island (Panama);
"CREST" the computerised settlement system operated by Euroclear which facilities the transfer of title to shares in uncertificated form;
"Depositary Interests" de-materialised depositary interests representing Shares issues by the depositary, Computershare Investor Services PLC, and settled in CREST;
"Echelon" Echelon Partners LP;
"EEA" European Economic Area;
"Euroclear" Euroclear UK & Ireland Limited, being the operator of CREST;
"Form of Direction" the form of direction to be sent by Computershare Company Nominees Limited to the holders of Depository Interests in connection with the Written Resolution;
"Fortress" FPF DCIDR LLC;
"Gross Asset Value" the value, as at the date, of the Company without deduction of liabilities calculated in accordance with the Company's accounting policies;
"Investment Management Agreement" the sixth amended and restated investment management agreement dated 2 June 2015 and made between the Company and DCP;
"Investing Policy" the current investing policy of the Company as set out in the Admission Document and as subsequently amended;
"Investment Company Act" the United States Investment Company Act of1940, as amended;
"Issue" the Placing and the Subscription;
"Issue Price" the issue price per New Share under the Issue;
"Investment Manager" or "DCP" Dolphin Capital Partners Limited;
"Liberum" Liberum Capital Limited;
"Net Asset Value" or "NAV" 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 policies;
"Net Asset Value per Share" at any time the Net Asset Value divided by the number of Shares in issue (other than Shares held in treasury) at the date of calculation;
"New Shares" the Shares proposed to be issued pursuant to the Issue;
"Nominated Adviser" or "Grant Thornton" Grant Thornton UK LLP;
"Non-Core Assets" the Company's developments and assets (including its investment in Aristo), other than the Core Projects;
"Panmure Gordon" Panmure Gordon (UK) Limited;
"Placee" a party that has agreed to subscribe for Shares pursuant to the Placing;
"Placing" the conditional placing by Liberum and Panmure Gordon, on behalf of the Company, of New Shares at the Issue Price pursuant to the Placing Agreement;
"Placing Agents" Liberum and Panmure Gordon;
"Placing Agreement" this placing agreement dated 3 June 2015 and made between the Company, the Investment Manager, Liberum, Panmure Gordon and Grant Thornton as described in Appendix 1 to this Announcement;
"RIS" a Regulatory Information Service;
Securities Act" the United States Securities Act of 1933, asamended;
"Share Incentive Plan" the proposed share incentive plan for the Investment Manager and certain Directors details of which are set out in Appendix 3 to this Announcement
"Shares" common shares of E0.01 each in the capital of the Company;
"Subscription" the conditional subscription by certain Shareholders and new investors of New Shares at the Issue Price;
"Shareholder" a holder of Shares;
"Third Point" Third Point LLC;
"Trading Days" any day on which the London Stock Exchange plc is open for normal trading;
" 2016 Convertible Bonds" the US$31.09 million senior, unsecured convertible bonds due 2016, convertible into Shares; and
"Written Resolution" the written resolution of the Shareholders as described in paragraph 11 of this Announcement.
1
Shareholders should note that the achievement of these objectives is a target
only. There are a number of factors that could adversely affect the Company's
ability to achieve these objectives.
2 Represents the forecasted full Company costs comprising convertible bond
debt servicing costs, management fees, corporate operational/listing costs,
all project carry and permitting costs, non-core project debt servicing costs,
property and other taxes paid over the period
3 Based on current representations made by Fortress and Echelon
4 As at 18 May 2015, restricted cash balance was E22 million
5 Forecast proceeds from Non-Core Asset sales and/or Joint venture project
financing and/or debt financing, depending on market conditions and at the
sole discretion of the Board
6 Subject to Joint Venture partners, Grupo Eleta, investing E12.4 million
of equity alongside the Company
7 Pro-forma shareholding based on securing third party equity investment of
E20 million; current shareholding is 67 per cent.
8 Shareholders should note that the achievement of these returns is a target
only and does not amount to any form of profit forecast. There are a number of
factors that could adversely affect the Company's ability to achieve these
estimated returns.
9
Shareholders should note that the achievement of these returns is a target
only and does not amount to any form of profit forecast. There are a number of
factors that could adversely affect the Company's ability to achieve these
estimated returns.
10 The total NAV before Deferred Income Tax Liabilities attributable to the
Core Projects as at 31 December 2014 is E272 million
11 Includes only the Aman and Playa Navio phases of Playa Grande Club &
Reserve, or c.22 per cent. of the total project land
12 Includes only the Ritz Carlton Reserve and Playa Don Luis phases of Pearl
Island, or less than 10 per cent. of the island
13 Includes only the Golf Phase of Kilada Hills Golf Resort
14 Pro-forma shareholding, based on securing third party equity investment
of E20 million; current shareholding is 67 per cent.
15 Pro-forma shareholding, current DCI's interest is 92 per cent.
16 Core Projects proceeds assume that Kilada Hills Golf Resort and Pearl
Island are equity funded by DCI from disposals of Non-Core Assets. If equity
for these projects is sourced from third parties or from additional financing,
then the distribution forecasts to DCI will be lower
17 After debt repayment at the project level and incentive fees to the
Investment Manager under the revised Investment Management Agreement, the
total NAV before Deferred Income Tax Liabilities attributable to the Non-Core
Assets as at 31 December 2014 amounts to E372 million
18 Excludes Eagle Pine Golf Resort and Venus Rock
This information is provided by RNS
The company news service from the London Stock ExchangeRecent news on DCI Advisors
See all newsREG - DCI Advisors Ltd - Change of Board Committee members
AnnouncementREG - DCI Advisors Ltd - Annual Financial Report
AnnouncementREG - DCI Advisors Ltd - Correction to Directorate Change announcement
AnnouncementREG - DCI Advisors Ltd - Directorate Change
AnnouncementREG - DCI Advisors Ltd - Result of EGM and Directorate Changes
Announcement