TIDMDCI
RNS Number : 0561O
DCI Advisors Limited
29 September 2023
DCI Advisors Ltd
("DCI") or the ("Company") and together with its subsidiaries
the ("Group")
Half Year Results for the six months ended 30 June 2023 and
Trading Update
Financial Highlights:
-- At 30 June 2023, the total Group Net Asset Value ("NAV") was
EUR123.5 million and EUR116.9 million before and after Deferred Tax
Liabilities ('D L") respectively. This represents a decrease of
EUR3.6 million (3.0%) compared to 31 December 2022. The NAV
reduction is principally due to operating, finance, corporate and
management expenses.
-- In sterling terms, DCl's NAV decreased to 10p per Share on 30
June 2023 compared to 11p on 31 December 2022. The Sterling NAV per
share fell notably due to a 2.9% depreciation in Sterling against
the Euro during the period.
-- Aggregate Group debt was EUR5.7 million, a Group total debt
to gross asset ratio of 3.4% as at 30 June 2023 (31 December 2022:
2.8%) .
Enquiries
DCI Advisors Ltd
Nicolai Huls / Nick Paris, Managing Directors nickparis@btinternet.com
+44 (0) 7738 470550
Cavendish Capital Markets Limited (Nominated Adviser & Broker)
William Marle / Jonny Franklin-Adams / Edward Whiley (Corporate Finance)
Mark Whitfeld / Pauline Tribe (Sales) +44 (0) 20 7220 0500
FIM Capital Limited (Administrator) llennon@fim.co.im / gdevlin@fim.co.im
Lesley Lennon / Grainne Devlin (Corporate Governance)
DCI Advisors Limited
https://www.dciadvisorsltd.com/
Unaudited lnterim Financial Report
For the Six Months Ended 30 June 2023
DCI Advisors Limited
Chairman's Statement
Dear Shareholder,
I am pleased to report the Interim results for the first half of
2023.
The focus remains on improving the Company's corporate
governance and implementing its new investment policy and
realisation strategy that was approved by shareholders in December
2021, and is aimed at selling the remaining investments, repaying
debt and distributing the net proceeds to shareholders.
Following the removal of Dolphin Capital Partners as investment
manager (on 20(th) March) and Miltos Kambourides from the board of
the Company on 18(th) March, the Company has gone through a
stabilisation phase of securing its assets and managing them with a
view to readying them for sale. Construction has restarted at
Kilada, and efficiency improved through the cutting of costs in
order to complete phase one, which when we intend to sell it. Asset
sale processes that have already started have been kept on track,
but none has reached a notifiable conclusion.
Summary of Financial Performance
At 30 June 2023, the Group Net Asset Value after Deferred Tax
Liability was EUR117 million, representing a 3.0% decrease compared
to 31 December 2022. The NAV decline reflects operating and other
expenses of EUR2.99 million (30 June 2022: EUR1.897 million). The
net loss after tax attributable to the owners of the Company was
EUR3.29 million, as at 30 June 2023.
ln sterling terms, DCl's NAV decreased to 10p per Share on 30
June 2023 compared to 11p on 31 December 2022. At 30 June 2023, DCI
had a market capitalisation of approximately GBP35.7 million,
compared with the Company's NAV of GBP100.6 million after DTL.
Additional Director
It is our intention to appoint a new independent Director in the
coming months in order to enhance the corporate governance within
the Company. We will update shareholders as soon as the process has
been completed.
I would like to thank shareholders and our numerous service
providers for the support and confidence that they have given the
Board in proceeding with the changes outlined above.
Sean Hurst
Chairman
DCI Advisors Ltd
28 September 2023
DCI Advisors Limited
Managing Directors' Statement
Business Overview
This report covers the period from January to September 2023
during which period (in particular in March) the Company terminated
the Investment Management Agreement with the Company's former
investment manager, Dolphin Capital Partners Limited ("DCP") and
the board took over the self-management of the Company. Since then,
the board has worked to improve and streamline the Company's
operations and has reaffirmed terms with all of the Company's key
service providers in Greece, Cyprus and Croatia but certain changes
were necessary in order to create a basis to move forwards at an
acceptable cost. Nick Paris and Nicolai Huls were previously
non-executive Directors of the Company but have taken on the role
of executive Managing Directors in order to replace DCP. Whilst the
Company has hired a few people to work on a consultancy basis the
Managing Directors have significantly reduced the cash outflow of
managing the Company as DCP was being paid advances against future
incentive fees of over EUR2 million per annum (repayment of which
is claimed by DCI in its counterclaim in the UK litigation brought
by DCP).
The Managing Directors have also focused on enhancing the value
of the Company's existing portfolio of assets and are pursuing
divestment opportunities for all of the Company's assets except
Kilada which is in the middle of finalising phase 1 of its
construction. There are active sale discussions underway for
several of the Company's assets, including Livka Bay in Croatia,
but none has yet reached the stage of binding commitments.
The Company has financed its operations via a series of loans
arranged directly from certain shareholders of the Company and each
of these loans is intended to last up to 12 months but to be repaid
out of the proceeds of asset sales. They all bear an interest rate
of 12% p.a. but no advance or redemption charges. Security will be
granted against these loans in the form of individual charges over
one of the Company's assets in amounts which will exceed the value
of each loan. The support from shareholders via the loans has
helped the Company to manage the transition phase since DCP's
termination as investment manager.
The number of people supporting the Company's business has
reduced significantly since DCP's termination. Despite this,
operations have continued, and have even improved while at the same
time the Company has been able to continue to make steps in the
sales process of some of its assets.
The legal case in the UK brought by DCP against the Company is
still ongoing.
While a continued legal fight with DCP is not the Company's
preference, at present the board do not believe that DCP has shown
serious interest in settling the outstanding issues between DCP and
the Company.
Major Assets Review
Assets located in Greece:
Kilada Country Club, Golf & Residences (for further details
see www.mykilada.com)
Construction work at Kilada has been financed from a loan
granted by the Company's joint venture partner and the Company also
expects to be able to draw down the first tranches of the
government grant that the Company was awarded shortly.
Development of Phase 1 continues and the Company still expects
to finalise this development phase by the end of 2024. This would
include finalising the 18-hole Jack Niklaus Signature golf course,
the country club and the infrastructure for 90 villas. It is the
target to have finished 9 holes of the golf course by
October/November this year.
Due to the progress the development is making, the Company would
like to bring forward the development of the hotel component in
order to support the golf course. The Company also expects sales
momentum for villas and land lots to pick up as the finalisation of
the golf course draws nearer.
Lavender Bay
The situation at Lavender Bay has been clarified and improved.
The Archdiocese of Dimitriada and the Holy Monastery of Xenia have
filed lawsuits against the State to resolve judicially the
ownership issues.
The Company will also file a corresponding lawsuit in the
following weeks. The cases of all three entities are very strong.
The filing of the lawsuits will increase the valuation of the land
and consequently reduce the negative valuation of the asset.
No additional funds will be paid to the vendor under the
Company's sale and purchase contracts until the resolution of the
legal dispute with the Greek State has been resolved.
Plaka Bay
The studies for a Special Development Plan for an integrated
resort have been completed and will be submitted to the relevant
authorities. Approval of this plan is anticipated to enhance the
asset's valuation and market appeal.
Scorpio Bay
The Company is currently reviewing the update of permits and the
agreement with Oberoi Hotels and Resorts to restore the asset's
valuation and market appeal.
Assets located in Cyprus:
Aristo Developers Limited (a 47.9% affiliate) (for further
details see www.aristodevelopers.com )
Aristo continues to benefit from a strong recovery in the
residential real estate market in Cyprus albeit tempered by the
increase in construction costs and bank interest rates that is
being experienced worldwide. Property sales are growing month on
month and margins are good and surplus cash flow is being used to
pay down bank borrowings to further deleverage the company.
The sale process for the Company's holding in Aristo that
commenced in February was affected by disruptions in global equity
markets which occurred soon afterwards but is still continuing. It
is too early to predict whether and when this will lead to sale
negotiations.
Apollo Heights
Apollo Heights is a large area of contiguous land which is
situated next to one of the British military bases in Cyprus and as
such, planning permissions are influenced by intra-government
relations between Cyprus and the United Kingdom. The site also
contains a mix of agricultural and forest land and the Company is
still awaiting the results of a planning appeal that the Company
lodged in September 2022 to improve the planning status of the
site. Despite this the Company is currently exploring several
indications of interest in buying the land.
Asset located in Croatia:
Livka Bay
A sale process commenced in April with the assistance of one of
the main local property advisers in Croatia in order to find a
buyer for the entire site or a joint venture partner who would
inject equity to develop the hotel, villas and marina that are
already permitted for the site by the local government. Strong
interest was expressed for a 100% purchase and the Company is
working with several buyers who lodged letters of intent. The
Company's aim is to agree acceptable terms with one of them that
would lead to a sale of Livka Bay in the near future.
Outlook
The Company's main objectives going forward are to:
1. secure adequate working capital liquidity for the Company
until asset sales have been completed;
2. execute further portfolio asset disposals;
3. progress construction at Kilada and start to generate plot/villa sales;
4. progress planning and permitting selectively for the remaining portfolio: and,
5. repay the Company's modest borrowings and once it has
reserved adequate cash for working capital purposes, to distribute
surplus capital to shareholders although it is too early to predict
when the first distribution will be made.
6. make a first distribution with in 12 months' time.
Nicolai Huls, Managing Director
Nick Paris, Managing Director
DCI Advisors Ltd
28 September 2023
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the six-month period ended 30 June 2023
6 Months 6 Months
ended ended
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
Note EUR'000 EUR'000
Revenue 6 4 55
Cost of sales - -
-------------------------------------- ----- --- -------------- --------------
Gross profit 4 55
Gain on disposal of equity-accounted - -
investees
Change in valuations - -
Directors' remuneration (187) (100)
Professional fees 7 (1,934) (1,049)
Administrative and other expenses 8 (869) (722)
Total operating and other
expenses (2,990) (1,871)
-------------------------------------- ----- --- -------------- --------------
Results from operating activities (2,986) (1,816)
-------------------------------------- ----- --- -------------- --------------
Finance income 57 1
Finance costs (614) (1,290)
-------------------------------------- ----- --- -------------- --------------
Net finance costs (557) (1,289)
-------------------------------------- ----- --- -------------- --------------
Share of losses on equity-accounted
investees - (275)
-------------------------------------- ----- --- -------------- --------------
Loss before taxation (3,543) (3,380)
-------------------------------------- ----- --- -------------- --------------
Taxation 9 (1) (2)
-------------------------------------- ----- --- -------------- --------------
Loss (3,544) (3,382)
-------------------------------------- ----- --- -------------- --------------
Other comprehensive Loss
Foreign currency translation
differences (69) (24)
Other comprehensive loss,
net of tax (69) (24)
-------------------------------------- ----- --- -------------- --------------
Total comprehensive loss (3,613) (3,406)
-------------------------------------- ----- --- -------------- --------------
Loss attributable to:
Owners of the Company (3,286) (2,972)
Non-controlling interests (258) (410)
-------------------------------------- ----- --- -------------- --------------
(3,544) (3,382)
====================================== ===== === ============== ==============
Total comprehensive loss
attributable to:
Owners of the Company (3,355) (2,996)
Non-controlling interests (258) (410)
-------------------------------------- ----- --- -------------- --------------
(3,613) (3,406)
-------------------------------------- ----- --- -------------- --------------
Loss per share
Basic and diluted loss per
share (EUR) 10 (0.004) (0.003)
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
30 June 31 December
2022
2023 (Audited)
(Unaudited)
Note EUR'000 EUR'000
Assets
Property, plant and equipment 11 15,854 15,226
Investment property 12 45,943 45,943
Equity-accounted investees 13 42,694 42,694
Non-current assets 104,491 103,863
------------------------------- ----- --- -------------- -------------
Trading properties 14 56,516 56,516
Receivables and other assets 15 9,344 10,083
Cash and cash equivalents 318 2,226
------------------------------- ----- --- -------------- -------------
Current assets 66,178 68,825
------------------------------- ----- --- -------------- -------------
Total assets 170,669 172,688
------------------------------- ----- --- -------------- -------------
Equity
Share capital 16 9,046 9,046
Share premium 16 569,847 569,847
Retained deficit (470,600) (467,314)
Other reserves 459 528
------------------------------- ----- --- -------------- -------------
Equity attributable to owners
of the Company 108,752 112,107
Non-controlling interests 8,182 8,440
------------------------------- ----- --- -------------- -------------
Total equity 116,934 120,547
------------------------------- ----- --- -------------- -------------
Liabilities
Loans and borrowings 17 10,858 10,434
Deferred tax liabilities 18 6,577 6,577
Lease liabilities 3,347 3,347
Trade and other payables 19 19,795 19,795
Non-current liabilities 40,577 40,153
------------------------------- ----- --- -------------- -------------
Loans and borrowings 17 5,709 4,611
Lease liabilities 88 88
Trade and other payables 19 7,361 7,289
------------------------------- ----- --- -------------- -------------
Current liabilities 13,158 11,988
------------------------------- ----- --- -------------- -------------
Total liabilities 53,735 52,141
------------------------------- ----- --- -------------- -------------
Total equity and liabilities 170,669 172,688
------------------------------- ----- --- -------------- -------------
Net asset value ('NAV') per
share (EUR) 20 0.12 0.12
The condensed consolidated financial statements were authorised
for issue by the Board of Directors on 28 September 2023.
Nick Paris Nicolai Huls
Managing Director Managing Director
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six-month period ended 30 June 2023
Attributable to owners of the Company
---------------------------------------------------------------------
Share Share Translation Revaluation Retained Non-controlling Total
capital premium reserve reserve deficit Total interests equity
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
January 2022 9,046 569,847 305 279 (460,390) 119,087 8,942 128,029
Comprehensive
income
Loss - - - - (2,972) (2,972) (410) (3,382)
Other
comprehensive
income
Foreign currency
translation
differences - - (24) - - (24) - (24)
Total other
comprehensive
income - - (24) - - (24) - (24)
------------------- -------- -------- ------------ ------------ ---------- --------- ---------------- --------
Total
comprehensive
income - - (24) - (2,972) (2,996) (410) (3,406)
------------------- -------- -------- ------------ ------------ ---------- --------- ---------------- --------
TRANSACTIONS WITH
OWNERS OF THE
COMPANY
Changes in
ownership
interests
in subsidiaries
Disposal of
interests without
a change in
control - - - - - - 621 621
------------------- -------- -------- ------------ ------------ ---------- --------- ---------------- --------
Total transactions
with owners
of the Company - - - - - - 621 621
------------------- -------- -------- ------------ ------------ ---------- --------- ---------------- --------
Balance at 30 June
2022 9,046 569,847 281 279 (463,362) 116,091 9,153 125,244
------------------- -------- -------- ------------ ------------ ---------- --------- ---------------- --------
Balance at 1
January 2023 9,046 569,847 249 279 (467,314) 112,107 8,440 120,547
Comprehensive
income
Loss - - - - (3,286) (3,286) (258) (3,544)
Other
comprehensive
income
Foreign currency
translation
differences - - (69) - - (69) - (69)
Total other
comprehensive
income - - (69) - - (69) - (69)
------------------- -------- -------- ------------ ------------ ---------- --------- ---------------- --------
Total
comprehensive
income - - (69) - (3,286) (3,355) (258) (3,613)
------------------- -------- -------- ------------ ------------ ---------- --------- ---------------- --------
Balance at 30 June
2023 9,046 569,847 180 279 (470,600) 108,752 8,182 116,934
------------------- -------- -------- ------------ ------------ ---------- --------- ---------------- --------
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six-month period ended 30 June 2023
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
EUR'000 EUR'000
Cash flows from operating activities
Loss (3,544) (3,382)
Adjustments for:
Depreciation charge 47 38
Interest expense 122 1,291
Exchange difference (69) (24)
Share of losses on equity-accounted
investees, net of tax - 275
(3,444) (1,802)
Changes in:
Receivables 739 (752)
Payables 72 14
Cash used in operating activities (2,633) (2,540)
Tax paid - (52)
Net cash used in operating activities (2,633) (2,592)
--------------------------------------------------- -------------- --------------
Cash flows from investing activities
Acquisitions of investment property - (145)
Acquisitions of property, plant
and equipment (675) (1,702)
Proceeds from other investments - 99
Net cash (used in)/ from investing
activities (675) (1,748)
--------------------------------------------------- -------------- --------------
Cash flows from financing activities
New loans 1,400 810
Proceeds from issue of redeemable
preference shares - 3,000
Transaction costs related to loans
and borrowings - (165)
Interest paid - (768)
Net cash from/ (used in) financing
activities 1,400 2,877
--------------------------------------------------- -------------- --------------
Net decrease in cash and cash
equivalents (1,908) (1,463)
Cash and cash equivalents at the
beginning of the period 2,226 4,575
--------------------------------------------------- -------------- --------------
Cash and cash equivalents at the
end of the period 318 3,112
--------------------------------------------------- -------------- --------------
For the purpose of the consolidated
statement of cash flows, cash and
cash equivalents consist of the
following:
Cash in hand and at bank 318 3,112
--------------------------------------------------- -------------- --------------
Cash and cash equivalents at the
end of the period 318 3,112
--------------------------------------------------- -------------- --------------
DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
For the six-month period ended 30 June 2023
1. REPORTING ENTITY
DCI Advisors Ltd (Formerly: Dolphin Capital Investors Ltd) (the
'Company') was incorporated and registered in the British Virgin
Islands ('BVI') on 7 June 2005. The Company is a real estate
investment company focused on the early-stage, large-scale
leisure-integrated residential resorts in the Eastern
Mediterranean. The Company was managed, until 20 March 2023, by
Dolphin Capital Partners Ltd (the 'Investment Manager'), an
independent private management firm that specialises in real estate
investments, primarily in south-east Europe, and thereafter the
Company became self-managed. The shares of the Company were
admitted to trading on the AIM market of the London Stock Exchange
('AIM') on 8 December 2005.
With effect from 01 June 2023, the name of the Company was
changed from Dolphin Capital Investors Ltd to DCI Advisors Ltd.
These condensed consolidated interim financial statements of the
Company as at and for the six-month period ended 30 June 2023
comprise the financial statements of the Company and its
subsidiaries (together referred to as the 'Group') and the Group's
interests in equity-accounted investees. These interim financial
statements have not been subject to an audit.
2. basis of preparation
a. Statement of compliance
These condensed consolidated interim financial statements for
the six-month period ended 30 June 2023 have been prepared in
accordance with IAS 34 Interim Financial Reporting and should be
read in conjunction with the Group's last annual consolidated
financial statements as at and for the year ended 31 December 2022
('last annual financial statements'). They do not include all of
the information required for a complete set of financial statements
prepared in accordance with IFRS Standards. However, selected
explanatory notes are included to explain events and transactions
that are significant to an understanding of the changes in the
Group's financial position and performance since the last annual
financial statements. They are presented in Euro (EUR), rounded to
the nearest thousand.
These condensed consolidated interim financial statements were
authorised for issue by the Board of Directors on 28 September
2023.
b. Basis of preparation
The condensed consolidated interim financial statements of the
Company for the six-month period ended 30 June 2023 have been
prepared on a going concern basis, which assumes that the Group
will be able to discharge its liabilities in the normal course of
business.
The Group's cash flow forecasts for the foreseeable future
involve uncertainties related primarily to the exact disposal
proceeds and timing of disposals of the assets expected to be
disposed of. Management believes that the proceeds from forecast
asset sales will be sufficient to maintain the Group's cash flow at
a positive level. Should the need arise, management will take
actions to reduce costs and is confident that it can secure
additional loan facilities and/or obtain repayment extension on
existing ones, until planned asset sales are realised and proceeds
received.
f, for any reason, the Group is unable to continue as a going
concern, then this could have an impact on the Group's ability to
realise assets at their recognised values and to extinguish
liabilities in the normal course of business at the amounts stated
in the condensed consolidated interim financial statements.
Based on these factors, management has a reasonable expectation
that the Group has and will have adequate resources to continue in
operational existence for the foreseeable future.
3. PRINCIPAL subsidiaries
The Group's most significant subsidiaries we re the
following:
Country Shareholding
of interest
Name Project incorporation 30.6.2023 31.12.2022*
------------------------------ -------------------- --------------- ---------- ------------
Scorpio Bay Holdings Limited Scorpio Bay Resort Cyprus 100% 100%
============================== ==================== =============== ========== ============
Scorpio Bay Resort S.A. Scorpio Bay Resort Greece 100% 100%
============================== ==================== =============== ========== ============
Lavender Bay
Xscape Limited Resort Cyprus 100% 100%
============================== ==================== =============== ========== ============
Lavender Bay
Golfing Developments S.A. Resort Greece 100% 100%
============================== ==================== =============== ========== ============
MindCompass Overseas One Kilada Hills
Limited Golf Resort Cyprus 85% 85%
============================== ==================== =============== ========== ============
Kilada Hills
MindCompass Overseas S.A. Golf Resort Greece 85% 85%
============================== ==================== =============== ========== ============
MindCompass Overseas Two Kilada Hills
S.A. Golf Resort Greece 100% 100%
============================== ==================== =============== ========== ============
Kilada Hills
MindCompass Parks S.A. Golf Resort Greece 100% 100%
============================== ==================== =============== ========== ============
Kilada Hills
DCI Greek Collection Limited Golf Resort Cyprus 100% 100%
============================== ==================== =============== ========== ============
DCI Holdings One Limited
(1) Aristo Developers BVIs 100% 100%
============================== ==================== =============== ========== ============
D.C. Apollo Heights Polo Apollo Heights
and Country Resort Limited Resort Cyprus 100% 100%
============================== ==================== =============== ========== ============
Apollo Heights
Symboula Estates Limited Resort Cyprus 100% 100%
============================== ==================== =============== ========== ============
Azurna Uvala D.o.o. Livka Bay Resort Croatia 100% 100%
============================== ==================== =============== ========== ============
Eastern Crete Development
Company S.A. Plaka Bay Resort Greece 100% 100%
============================== ==================== =============== ========== ============
Single Purpose Vehicle One&Only Kea
Ten Limited (2) Resort Cyprus 67% 67%
============================== ==================== =============== ========== ============
The above shareholding interest percentages are rounded to the
nearest integer.
(1) This entity holds a 48% shareholding interest in DCI
Holdings Two Ltd ("DCI H2") which is the owner of Aristo Developers
Ltd.
(2) In December 2022 year this entity disposed of the 50%
shareholding interest in Single Purpose Vehicle Fourteen Limited
(owner of One&Only Kea Resort
4. Significant accounting policies
The accounting policies applied by the Group in these condensed
consolidated interim financial statements are the same as those
applied by the Group in its consolidated financial statements as at
and for the year ended 31 December 2022. number of new standards
are effective from 1 January 2023, but they do not have a material
effect on the Group's financial statements.
Where necessary, comparative figures have been adjusted to
conform to changes in presentation in the current period.
5. USE OF JUDGEMENTS AND ESTIMATES
The preparation of interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
ln preparing these condensed consolidated interim financial
statements, the significant judgements made by the management in
applying the Group's accounting policies and the key sources of
estimation and uncertainty were the same as those applied to the
last annual financial statements.
6. revenue
6 Months 6 Months
ended ended
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
Other revenue
Other income 4 55
-------------------- -------------- --------------
Total 4 55
-------------------- -------------- --------------
7. PROFESSIONAL FEES
6 Months 6 Months
ended ended
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
EUR,000 EUR,000
Legal fees 810 318
Auditors' remuneration 100 80
Accounting expenses 75 99
Appraisers' fees 12 -
Project design and development
fees 100 207
Consultancy fees 53 63
Administrator fees 115 186
Other professional fees 669 96
------------------------------------------- -------------- --------------
Total 1,934 1,049
------------------------------------------- -------------- --------------
8. ADMINISTRATIVE AND OTHER EXPENSES
6 Months 6 Months
ended ended
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
EUR,000 EUR,000
Travelling and accommodation 72 28
Insurance 22 35
Marketing and advertising expenses 28 30
Personnel expenses 230 274
Immovable property and other
taxes - 78
Rents 12 41
Other 505 236
------------------------------------------------ -------------- --------------
Total 869 722
------------------------------------------------ -------------- --------------
9. Taxation
6 Months 6 Months
ended ended
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
EUR,000 EUR,000
Income tax expense 1 -
Deferred tax expense/(income) - 2
-------------------------------------------- -------------- --------------
Taxation expense/(income) recognised
in profit or loss 1 2
-------------------------------------------- -------------- --------------
10. LOSS per share
Basic loss per share
Basic loss per share is calculated by dividing the loss
attributable to owners of the Company by the weighted average
number of common shares outstanding during the year.
6 Months 6 Months
ended ended
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
EUR,000 EUR,000
Loss attributable to owners
of the Company (EUR) (3,286) (2,972)
Number of weighted average common
shares outstanding 904,627 904,627
============================================== ============== ==============
Basic loss per share (EUR) (0.004) (0.003)
---------------------------------------------- -------------- --------------
Diluted loss per share
As at 30 June 2023 and 2022, the diluted loss per share is the
same as the basic loss per share, as there were no outstanding
dilutive potential ordinary shares (a financial instrument or other
contract that, when converted to ordinary shares, would decrease
earnings per share or increase loss per share) during these
periods.
11. Property, plant and equipment
Property under Land &
construction buildings Machinery & equipment Other Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
30 June 2023 (Unaudited)
Cost or revalued amount
At beginning of the period 8,924 20,457 377 45 29,803
Direct acquisitions - 671 3 1 675
At end of the period 8,924 21,128 380 46 30,478
---------------------------- --------------------------- ----------- ---------------------- ---------- ----------
Depreciation and impairment
At beginning of the period - 14,174 365 38 14,577
Depreciation charge for the
year - 36 8 3 47
At end of the period - 14,210 373 41 14,624
============================ =========================== =========== ====================== ========== ==========
Carrying amounts 8,924 6,918 7 5 15,854
---------------------------- --------------------------- ----------- ---------------------- ---------- ----------
Property under Land &
construction buildings Machinery & equipment Other Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
31 December 2022 (Audited)
Cost or revalued amount
At beginning of year 5,683 20,445 366 45 26,539
Direct acquisitions 3,241 12 11 - 3,264
At end of year 8,924 20,457 377 45 29,803
---------------------------- --------------------------- ----------- ---------------------- ---------- ----------
Depreciation and impairment
At beginning of year - 17,080 357 33 17,470
Depreciation charge for the
year - 38 9 1 48
Reversal of impairment loss - (2,944) - - (2,944)
Exchange difference - - (1) 4 3
---------------------------- --------------------------- ----------- ---------------------- ---------- ----------
At end of year - 14,174 365 38 14,577
============================ =========================== =========== ====================== ========== ==========
Carrying amounts 8,924 6,283 12 7 15,226
---------------------------- --------------------------- ----------- ---------------------- ---------- ----------
Fair value hierarchy
The fair value of land and buildings, has been categorised as a
Level 3 fair value based on the inputs to the valuation techniques
used.
Valuation techniques and significant unobservable inputs
The valuation techniques used in measuring the fair value of
land and buildings, as well as the significant unobservable inputs
used, are the same as those used as at 31 December 2022.
12. Investment property
30 June 31 December
2022
2023 (Audited)
(Unaudited)
EUR'000 EUR'000
At beginning of year 45,943 52,188
Capital subsequent expenditure - 75
Fair value adjustment - (6,316)
Exchange differences - (4)
-------------------------------------- -------------- -------------
At end of year 45,943 45,943
-------------------------------------- -------------- -------------
Fair value hierarchy
The fair value of investment property has been categorised as a
Level 3 fair value based on the inputs to the valuation techniques
used.
Valuation techniques and significant unobservable inputs
The valuation techniques used in measuring the fair value of
investment property, as well as the significant unobservable inputs
used, are the same as those used as at 31 December 2022.
13. equity-accounted investees
DCI H2 SPV14 Total
EUR'000 EUR'000 EUR'000
30 June 2023 (Unaudited)
At beginning of year 42,694 - 42,694
Share of loss , net of tax - - -
Reversal of impairment loss - - -
----------------------------- -------- -------- --------
At end of year 42,694 - 42,694
------------------------------ -------- -------- --------
31 December 2022 (Audited)
At beginning of year 42,694 22,861 65,555
Share of loss , net of tax (388) (1,397) (1,785)
Disposal of Associate - (21,464) (21,464)
Reversal of impairment loss 388 - 388
At end of year 42,694 - 42,694
------------------------------ ------- --------- ---------
Single Purpose Vehicle Fourteen Limited ('SPV 14')
On 23 December 2022 it was announced that the Company had
completed the disposal of its entire interest in the One&Only
at Kea Island ('OOKI') Project. Prior to the sale, the Company was
the owner of 66.67% of Single Purpose Vehicle Ten Ltd ('SPV10')
which, in turn, indirectly owned 50% of SPV 14, thereby providing
the Company with an effective equity interest of 33.33% in SPV 14
and the OOKI project.
DCI Holdings Two Limited ("DCI H2")
As at 30 June 2023, 30 June 2022 and 31 December 2023 the
investment in DCI 2 is presented at its recoverable amount of
EUR42.7 million. The recoverable amount is calculated based on the
NAV of DCI 2 group at the reporting date adjusted by approximately
30% discount on the DCI 2 group's real estate properties. The fair
value of the investment in DCI 2 has been categorised as a Level 3
fair value based on the inputs to the valuation techniques
used.
The details of the above investments are as follows:
Country Shareholding interest
of
Name incorporation Principal activities 30 June 31 December
2023 2022
-------- --------------- ----------------------------- --------- -------------
SPV 14 Cyprus Development of OOKI - -
Resort
-------- --------------- ----------------------------- --------- -------------
Acquisition and holding
of real estate investments
DCI H2 BVI in Cyprus 48% 48%
-------- --------------- ------------------------------ --------- -------------
The above shareholding interest percentages are rounded to the
nearest integer.
14. Trading properties
30 June 31 December
2022
2023 (Audited)
(Unaudited)
EUR'000 EUR'000
At beginning of year 56,516 56,516
At end of year 56,516 56,516
---------------------------------- -------------- -------------
15. RECEIVABLES AND OTHER ASSETS
Note 30 June 31 December
2022
2023 (Audited)
(Unaudited)
EUR'000 EUR'000
Trade receivables 50 90
Other receivables 21.3.1 278 939
Loan Receivable 6,637 6,637
VAT receivables 447 509
------------------------------------ ------- -------------- -------------
Total Trade and other receivables 7,412 8,175
==================================== ======= ============== =============
Amounts Receivable from Investment
Manager 21.2 1,898 1,898
Prepayments and other assets 34 10
==================================== ======= ============== =============
Total 9,344 10,083
------------------------------------ ------- -------------- -------------
The amount receivable from Investment Manager relates to EUR3.0
million (2022: EUR3.0 million) of advance payments made net of
variable management fee payable of EUR1.1 million (2022: EUR1.1
million). See note 21.2 for further information.
16. capital and reserves
Capital
Authorised share capital
As at 30 June 2023 and 31 December
2022 '000 of shares EUR'000
Common shares of EUR0.01 each 2,000,000 20,000
Movement in share capital and premium
Shares in Share capital Share premium
issue
'000 EUR'000 EUR'000
---------- -------------- --------------
Capital at 31 December 2022 and
to 30 June 2023 904,627 9,046 569,847
--------------------------------- ---------- -------------- --------------
Reserves
Translation reserve: Translation reserve comprises all foreign
currency differences arising from the translation of the financial
statements of foreign operations.
Revaluation reserve: Revaluation reserve relates to the
revaluation of property, plant and equipment from both subsidiaries
and equity-accounted investees, net of any deferred tax.
17. loans AND BORROWINGS
30 June 31 December
202 2
202 3 (Audited)
(Unaudited)
EUR'000 EUR'000
Loans denominated in Euro 4, 288 4,611
Redeemable preference shares 10, 858 10,434
Shareholder Loans 1,421 -
------------------------------ ---- -------------- -------------
Total 16,567 15,045
------------------------------------ -------------- -------------
Loans denominated in Euro 4, 288 4,611
Redeemable preference shares - -
Shareholder Loans 1,421 -
------------------------------ ---- -------------- -------------
Within one year 5 , 709 4,611
------------------------------------ -------------- -------------
Loans denominated in Euro - -
Redeemable preference shares 10, 858 10,434
Shareholder Loans - -
------------------------------ ---- -------------- -------------
Two to five years 10, 858 10,434
------------------------------------ -------------- -------------
Loans denominated in Euros
The maturity date of the outstanding bank loan to Azurna Uvala
(the owner of "Livka Bay") was extended to 31 December 2023 in the
reporting period.
Redeemable preference shares
On 18 December 2019, the Company signed an agreement with an
international investor for a EUR12 million investment in the Kilada
Hills Project. The investor agreed to subscribe for both common and
preferred shares. The total
EUR12 million investment was payable in 24 monthly instalments
of EUR500,000 each. Under the terms of the agreement, the investor
is entitled to a priority return of the total investment amount
from the net disposal proceeds realised from the project and
retains a 15% shareholding stake in Kilada. As of 30 June 2023,
15.00% (31 December and 30 June 2022: 15.00%) of the ordinary
shares have been transferred to the investor.
As of 30 June 2023, 12,000 redeemable preference shares (31
December and 30 June 2022: 12, 000) were issued as fully paid with
value of EUR1,000 per share. The redeemable preference shares were
issued with a zero-coupon rate and are discounted with a 0.66%
effective monthly interest rate, do not carry the right to vote and
are redeemable when net disposal proceeds are realised from the
Kilada Project.
Shareholder Loans
During 2023 the company entered into a number of shareholder
loans totaling EUR1.4 million (31 December and 30 June 2022:
EURNil). These loans attract an interest rate of 12% per annum on a
non-compounding basis, with no fees payable on disbursement or
repayments. The initial termination date of the loans is the 30
September 2023. If, prior to the initial termination date, the
Group provides collateral in the form of security over certain
Company assets which exceeds the aggregate value of the loans, the
termination date will be extended to 12 months from the date of
entering into agreements.
Terms and conditions of the loans
The terms and conditions of other outstanding loans is as
follows:
Secured Maturity 2023 2022
loa n Currency Interest rate dates EUR'000 EUR'000
Livka Bay Euro Euribor plus 4.25% p.a. 2023 4,288 4,611
Shareholder
loans Euro 12% 2023 1,421 -
============= ========== ======================== ========= ========= =========
Total interest-bearing liabilities 5,709 4,61 1
=================================================== ========= ========= =========
Security given to lenders
As at 30 June 2023, the Group's loans were secured as
follows:
-- Regarding the Kilada preference shares, upon transfer of the
entire amount of EUR12 million from the investor in accordance with
the terms of the agreement, a mortgage is set against the immovable
property of the Kilada Hills Project, in the amount of EUR15
million (2021: EUR15 million).
-- Regarding the Livka Bay loan, a mortgage against the
immovable property of the Croatian subsidiary, Azurna Uvala (the
owner of "Livka Bay"), with a carrying value of EUR17.7 million
(2021: EUR17.0 million), two promissory notes, a debenture note and
a letter of support from its parent company Single Purpose Vehicle
Four Limited.
-- Regarding the Shareholder Loans, in line with the agreements
the group is expected to provide collateral in the form of security
over certain Company assets before the 30 September 2023.
-- The Company is in the process of removing the security of a
senior loan facility which was a fixed and floating charge over all
of the Company's assets and was repaid in December 2022.
-- In addition, the development at OOKI was partly funded by a
construction loan which was secured over its assets and those of
Scorpio Bay asset. Steps are being taken to remove the security
over Scorpio Bay now that we have sold our interest in OOKI.
18. Deferred tax liabilities
30 June 31 December
2022
2023 (Audited)
(Unaudited)
EUR'000 EUR'000
Balance at the beginning of the
year 6,577 6,609
Recognised in profit or loss - (19)
Exchange differences - (13)
======================================= ============== =============
Balance at the end of the year 6,577 6,577
--------------------------------------- -------------- -------------
Deferred tax liabilities are attributable to the following:
30 June 31 December
2022
2023 (Audited)
(Unaudited)
EUR'000 EUR'000
Investment properties 2,215 2,215
Trading properties 4,299 4,299
Property, plant and equipment 63 63
===================================== ============== =============
Total 6,577 6,577
------------------------------------- -------------- -------------
19. Trade and other payables
30 June 31 December
2022
2023 (Audited)
(Unaudited)
EUR'000 EUR'000
Land creditor 20,752 20,752
Other payables and accrued expenses 6,404 6,332
------------------------------------------- -------------- -------------
Total 27,156 27,084
------------------------------------------- -------------- -------------
30 June 31 December
2022
2023 (Audited)
(Unaudited)
EUR'000 EUR'000
Non-current 19,795 19,795
Current 7,361 7,289
------------------- -------------- -------------
Total 27,156 27,084
------------------- -------------- -------------
Land creditors relate to contracts in connection with the
purchase of land at Lavender Bay from the Church. The above
outstanding amount bears an annual interest rate equal to the
inflation rate, which cannot exceed 2% p.a.. Full settlement is due
on 31 December 2025. T he Group is in negotiations with the land
creditor with a view to ensuring that no additional funds are paid
to them under the sale and purchase contracts until the resolution
of the legal dispute with the Greek State and, also to reduce the
overall quantum of the Group's deferred liabilities to them,
potentially swapping all or part of the deferred payments against
equity in the project.
20. NAV per share
30 June 31 December
2023 2022
(Unaudited) (Audited)
'000 '000
Total equity attributable to owners
of the Company (EUR) 108,752 112,107
Number of common shares outstanding
at end of year 904,627 904,627
------------------------------------------- -------------- -------------
NAV per share (EUR) 0.12 0.12
------------------------------------------- -------------- -------------
21. Related party transactions
21.1 Directors' interest and remuneration
Directors' interests
Miltos Kambourides is the founder and managing partner of the
Investment Manager whose IMA was terminated on 20 March 2023.
Martin Adams, Nick Paris and Nicolai Huls were non-executive
Directors throughout 2022, with Mr. Martin Adams serving as
Chairman of the Board of Directors. On 10 February 2023, Martin
Adams resigned as a Director and Sean Hurst was appointed as a
non-executive Director and Chairman.
The interests of the Directors as at 30 June 2023, all of which
are beneficial, in the issued share capital of the Company as at
this date were as follows:
Shares
'000
-------------- -------
Nicolai Huls 775
-------------- -------
Nick Paris 1,634
-------------- -------
Sean Hurst 475
-------------- -------
Save as disclosed in this Note, none of the Directors had any
interest during the year in any material contract for the provision
of services which was significant to the business of the Group.
Directors' remuneration
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
EUR '000 EUR '000
Remuneration 187 100
-------------------------- -------------- --------------
Total remuneration 187 100
-------------------------- -------------- --------------
The Directors' remuneration details were as follows:
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
EUR '000 EUR '000
Martin Adams (resigned 10 February
2023) 8 37
Sean Hurst (appointed 10 February 29 -
2023)
Nick Paris 75 33
Nicolai Huls 75 30
Total 187 100
------------------------------------------ -------------- --------------
Miltos Kambourides waived his fees for 2022 through to the date
he was removed from the board.
21.2 Investment Manager remuneration
On 20 March 2023 the Directors terminated the Investment
Management Agreement dated 1 December 2021 (the "IMA") between the
Company and the Investment Manager. Since 31 December 2021 no fixed
management fee was due to the Investment Manager. The following
outlines the amount receivable from the investment manager
following the termination.
30 June 31 December
2022
2023 (Audited)
(Unaudited)
EUR '000 EUR '000
Variable management fee payable (1,075) (1,075)
Project Fees (2) (2)
Incentive fee advance payments 2,975 2,975
Amount Receivable from Investment
Manager 1,898 1,898
----------------------------------------- -------------- -------------
21.3 Other related party transactions
21.3.1 Exactarea Holdings Limited
On 15th December 2022 SPV10 entered into a bridge loan facility
with its 33% shareholder Exacterea Holding Limited, making
available of a principle amount up to EUR6.6 million. The loan is
interest-free and repayable at the latest six months from the date
of the agreement.
This loan was in connection with the sale of our interest in
OOKI, agreed to be deemed to be fully repaid when the courts in
Cyprus approved an application to reduce the share premium reserve
account of SPV10.
As at the 30 June 2023 and 31 December 2022 the full EUR6.6
million was outstanding. While the application above was approved
on 16th of January 2023, the Company is awaiting confirmation
before the loan is deemed fully repaid.
21.3.2 Discover Investment Company and Almitas Capital LLC
Nicolai Huls is a Director of Discover Investment Company which
provided a shareholder loan of EUR350 thousand to the Company in
May 2023. In September 2023, Almitas Capital LLC, who owns more
than 10% of the issued share capital of the Company, provided two
loans to the Company amounting to US$330 thousand in total.
The terms of each of these loans are the same as the loans
provided by other shareholders who are not Related Parties and the
loans are for a 12 month term bearing an interest rate of 12% per
annum with no fees payable on disbursement or repayment. If the
loans have not been repaid within 6 months from initiation,
collateral in the form of security over certain Company assets will
be put in place which exceeds the aggregate value of the loans.
22 . CONTINGENT LIABILITY
The Company is currently in dispute a supplier over invoices for
services during 2023 for which contracted terms had not been
agreed. The Directors intend to contend these amounts and no
provision has been made in the accounts.
23. SUBSEQUENT EVENTS
There were no other material events after the reporting period
except the one described above and in note 21.3, which have a
bearing on the understanding of the consolidated financial
statements as at 30 June 2023.
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IR NKFBBPBKDCCB
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September 29, 2023 02:00 ET (06:00 GMT)
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