Dci Advisors Regulatory News (DCI)

15 November 2016

THIS DOCUMENT CONTAINS INSIDE INFORMATION

DOLPHIN CAPITAL INVESTORS LIMITED

("DCI" or "Dolphin" or the "Company",

together with its subsidiaries, the "Group")

​Disposal of Playa Grande

DCI, a leading investor in high-end residential resorts in the eastern Mediterranean, Dominican Republic and Panama, is pleased to announce that it has entered into an agreement for the disposal of its Playa Grande Golf and Resort project, including the Amanera resort (the "Disposal"), in the Dominican Republic to Third Point LLC, the Company's largest shareholder (the "Acquirer") acting on behalf of certain funds managed and/or advised by it.

Completion of the sale is conditional on the lapse of a Right of First Refusal ("ROFR") in relation to the project in favour of its prior owner. In order to exercise this ROFR, the prior owner is required to pay a deposit equal to 10% of the consideration for the Disposal within 15 days of receipt of a draft sale contract from the Company. It is not currently anticipated that this right will be exercised.

The Disposal follows a broad marketing exercise concluding in a competitive process during which the Company also received significant interest for Playa Grande from another reputable investor. The Disposal is in line with the Board's decision earlier this year to accelerate asset divestments and improve liquidity and follows the recent announcement of the Group's sale of its 49.75% stake in Aristo Developers Limited, based in Cyprus. 

The Disposal was agreed at an enterprise value of €140 million which represents a 10% discount to the project's carrying gross asset value as at 30 June 2016 and will result in a loss on sale of €15 million to be recognised in the Company's Financial Statements for the year ending 31 December 2016.

The Acquirer will assume all Playa Grande liabilities which amounted to €75 million at 30 September 2016 (€58 million of which were loans). DCI will also be released from liability and/or indemnified under its guarantees of the €19 million senior construction project loan with a consortium of banks in the Dominican Republic and the €34 million project mezzanine financing facility with Melody Capital.

The consideration of €64 million will be payable through €4.7 million in cash (of which approximately €0.9 million will remain in escrow to cover certain potential post completion claims and liabilities) and the retirement of all of the Company's €50 million and US$9.17 million 2018 Convertible Bonds (the "Bonds"), the majority of which are held by certain funds managed and/or advised by Third Point (together with any accrued interest on the Bonds). The Acquirer has paid a deposit of €4.7 million, while the Bonds will be cancelled upon the completion of the transaction.

Following the Disposal and the repayment of the 2016 Convertible Bonds in 31 March 2016, DCI itself will not have any further recourse loans or guarantees and any remaining Group debt is on a non-recourse basis at project level. The Disposal reduces the aggregate DCI Group loans from €232 million as at 30 June 2016 to €102 million resulting in a pro forma debt/asset ratio for the Group of 18.5% (31 December 2015: 26%).

For the purposes of the AIM Rules, the Disposal constitutes a related party transaction in view of Third Point's position as a substantial shareholder in the Company. As required by the AIM Rules, the Directors consider, having consulted with the Nominated Adviser, Grant Thornton UK LLP, that the Disposal is fair and reasonable insofar as other shareholders are concerned.

Commenting on the disposal, Andrew Coppel, CBE, Chairman of the DCI Board, said:

"The Disposal, following on from that of our holding in Aristo Developers, further underpins our commitment to delivering value for shareholders. We will continue to seek further asset realisations."

Miltos Kambourides, Company Founder and Managing Director of Dolphin Capital Partners, said:

"We are proud to have developed the Playa Grande project and the Amanera Resort to its current status where it has been internationally recognised as one of the top luxury resort destinations in the Americas. This sale will enable the project to move on to its next stage of development."

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