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Q1 2014 NAV and trading update

11 Jun 2014 07:00

RNS Number : 3158J
Dolphin Capital Investors Limited
11 June 2014
 



11 June 2014

 

DOLPHIN CAPITAL INVESTORS LIMITED

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

and together with its subsidiaries the "Group")

 

Q1 2014 NAV Announcement and Trading Update

 

 

Dolphin, a leading global investor in the residential resort sector in emerging markets and one of the largest real estate companies on AIM in terms of net assets, is pleased to provide an update on operational progress and announce its unaudited Net Asset Value ("NAV") as at 31 March 2014.

 

A. Financial highlights: 

· Total Group NAV as at 31 March 2014 was €648 million and €561 million before and after Deferred Income Tax Liabilities ("DITL") respectively. This represents an increase of €44 million (7.3%) and €36 million (7%), respectively, from 31 December 2013.

· This NAV uplift is mainly attributable to DCI's share of the increase in the Venus Rock valuation, in accordance with the latest independent valuation, following the termination of the sale contract with China Glory Investment Group ("CGIG") in order to facilitate other current sale discussions, as outlined in more detail below (section B.2.).

· Sterling NAV per share as at 31 March 2014 was 83p before DITL and 72p after DITL. This represents an increase of 6.2% and 5.9% compared to the 31 December 2013 figures.

· The Company continues to have a strong asset base coupled with low leverage:

- Gross Assets of €913 million.

- Total Debt of €172 million with a Group total debt to total assets value ratio of only 19%.

- €50 million and US$9.17 million of convertible bonds are held at the Company level. The Company has provided corporate guarantees for the US$31 million outstanding Playa Grande Convertible Bonds, and the US$19 million Playa Grande construction loan.

B. Transaction Highlights since last Trading Update of 26 March 2014:

B.1. Update on the preferred equity investment by Colony Capital

· As announced on 25 March 2014, Dolphin signed a non-binding agreement with Colony Capital, acting on behalf of managed and advised funds ("Colony"), for the proposed issue of two tranches of €50 million preferred equity instrument in Dolphin Capital Greek Collection ("DCGC"), a newly incorporated 100% owned Dolphin holding company. It was envisaged that this would own Dolphin's shareholding interests in Amanzoe, The Chedi and the Jack Nicklaus Signature Golf Course, The Nikki Beach Resort & Spa at Porto Heli and the Aman at Kea.

- Since the signing of this preliminary agreement, Colony has been performing legal, financial and technical due diligence on the above projects, and the parties have been working to finalise the overall terms of the potential transaction. Based on the Company's discussions with Colony, taking into consideration feedback from Dolphin's major shareholders and the improved environment in the availability of financing, the size of the tranches is expected to be reduced and they will be decoupled. The Company is likely to commit only to the first tranche, which should be secured solely against the Amanzoe project. At the same time, the revised overall economic terms of the proposed transaction (such as the annual interest rate, the split of the project cash flows and the amount of warrants to acquire DCI common shares) are expected to be significantly improved in favour of the Company. In addition, it is expected that the preferred equity instrument will not include conversion rights to DCI common shares.

- The Company remains in close cooperation with Colony in order to finalize the definitive documentation for the completion of the transaction which is expected to be signed around 30 June 2014, and which remains subject to the completion of due diligence, agreement of definitive documentation and certain other pre-conditions. The Company will inform Shareholders on the final detailed terms and conditions of the transaction upon signing of the binding agreement with Colony.

· In light of the ongoing progress made in its discussions with Colony, the Company has not proceeded with the Profit Sharing Agreement for 50% of the Amanzoe Villas future sales which was entered into on 28 January 2014 with Archimedia Holdings Corp. ("Archimedia"), as disclosed in the Company's 2013 preliminary results announcement.

B.2. Termination of agreement with CGIG for sale of Venus Rock to continue discussions with other interested parties

· On 17 May 2013, shortly after the March Cypriot economic collapse, Aristo Developers Ltd ("Aristo", the Company's 49.8% affiliate) entered into a binding agreement with CGIG for the sale of the Venus Rock project for a fixed consideration of €241.5 million, plus €48.5 million in conditional deferred consideration, plus interest for any payment delays (the "Venus Rock Disposal Agreement").

· Subsequent to the signing of the Venus Rock Disposal Agreement, CGIG has not met the contractually agreed payment deadlines for the project consideration under the Venus Rock Disposal Agreement, despite extensive renegotiations with Aristo to amend certain payment terms. As a result, Aristo sent a termination notice under the Venus Rock Disposal Agreement to CGIG which became effective as of today.

· Aristo is contractually entitled to retain the deposit payments received to date from CGIG, totalling €5 million, in the form of liquidated damages for CGIG's breach of the Venus Rock Disposal Agreement, and has reserved its right to pursue further legal action against CGIG.

· Aristo has already been approached by two other interested parties for the absolute or partial sale of the Venus Rock project and is now advancing the discussions with them.

· Most importantly, Aristo will now recommence the sale of Venus Rock plots and homes, a major component of Aristo sales, which have been halted for the past year due to the transaction with CGIG.

 

B.3. Sale of Port Kundu, Turkey

· On 26 April 2014, the Company received the balance of the €9.8 million consideration for the sale of 100% of Pt. Kundu, following the signing of the final binding agreement, on 12 March 2014. Approximately €1.5 million of this was used to repay fully the existing debt on Pt. Kundu, resulting in a net consideration of €8.3 million to DCI.

B.4. Dolphin Capital Americas ("DCA")

· As disclosed in the 2013 annual report, DCA signed a letter of intent to acquire one of the largest privately owned islands in the Bahamas, comprising 320 hectares of land and situated less than 30 miles from Nassau and 150 miles from the United States (the "Island"). DCA is advancing legal, technical and financial due diligence on the Island to determine whether it should proceed with the investment.

 

C. Operating Highlights since the last Trading Update of 26 March 2014:

C.1. ADVANCED PROJECTS

· The Porto Heli Collection ("PHC" - www.portohelicollection.com), Greece

Amanzoe (www.amanzoe.com)

- Amanzoe hotel reopened on 5 April 2014. As expected, operating performance so far this year has been considerably improved, both in terms of occupancy and rates, compared to its first full year of operations in 2013.

- The construction of the four new hotel beach pavilions adjacent to the Amanzoe Beach Club with direct beach access has been completed. The pavilions are expected to further enhance Amanzoe's luxury offering.

- Two new reservations have been agreed for Amanzoe Villas, bringing the total number of villas sold or reserved to 12 with a total sales value of €74 million.

- One more Amanzoe Villa was added to Amanzoe's rental programme in June 2014, bringing the total to three, and one more will be added later in the summer. Construction is progressing for three more Villas, which are due to complete in 2015, and construction for two additional villas is expected to begin before Q4 2014.

- Both the Amanzoe hotel and the Villas continue to receive extremely positive reviews in the international media, such as the inclusion of Amanzoe in the World's 100 Best Resorts by Robb Report (USA), and the Amanzoe Spa as one of the Best Spas in the World by Conde Nast Traveller (UK). Amanzoe was also named as the overall winner at the Greek Tourism Awards 2014, which were awarded to tourism related industries acknowledging best practice in the industry.

The Nikki Beach Resort & Spa at Porto Heli (www.nikkibeachhotels.com)

- Construction is set to be completed in July 2014, in line with budget, and soft opening is scheduled for 1 August 2014.

 

 

· Playa Grande Club & Reserve ("Playa Grande" - www.playagrande.com), Dominican Republic

- The mock up pavilion of the Aman Hotel has been completed and it is planned that it will be reviewed for approval by Aman Resorts on 16 June 2014.

- The construction of the Aman pavilions, main resort lobby and the service buildings are advancing according to plan.

- The renovation of the remaining front nine holes of the Robert Trent Jones Snr. Golf Course is expected to commence during the summer of 2014 so that the completion of all 18 holes will coincide with commencement of operations of the Aman Hotel.

· Pearl Island ("Pearl Island" - www.pearlisland.com), Panama

- The value engineering process has advanced to the stage of approving an acceptable budget based on which the designs can be finalised, ahead of construction of the planned Ritz Carlton Reserve hotel. Construction is expected to begin in early 2015, subject to concluding ongoing discussions with regional banks, aiming to increase the approved debt facility to over $30 million.

- The regional investor group that acquired the Founders' Phase is advancing construction works and the first group of turn-key villas and condos is scheduled to be delivered by the end of 2014. The sale of lots and turn-key product continues in line with the strong demand for and limited supply of luxury residential product in Panama.

- Dolphin remains in discussions with various strategic groups interested in investing and participating in one of the many development phases of the island, including the Ritz Carlton Reserve, the Marina and another luxury resort phase.

C.2. MAJOR PROJECTS

· The Aman at Kea

- On 28 April 2014 the project received Greek National Tourism Organisation Architectural approval for the construction of a 30-room Aman hotel and spa, as well as 30 Aman villas spread over 32,213 buildable m2. Detailed designs for submission of the construction permit will be prepared by Q4 of 2014.

 

D. DCI Directorate change

· On 10 June 2014, Mr. David B. Heller was elected to be Chairman of the Board of the Company. Mr. Heller has been a non-executive director of DCI since 14 March 2013, having been nominated for appointment by Third Point LLC.

· The previous Chairman, Mr. Andreas Papageorgiou, will continue to act as a non-executive director.

 

Miltos Kambourides, Managing Partner of Dolphin Capital Partners Limited, commented:

"The team is focused on improving current project sale and financing transactions, while capitalizing on the improving market conditions to execute more retail sales and new funding arrangements for accelerating the development of its existing projects.

 

"We would like to thank Mr. Andreas Papageorgiou for chairing the Company since inception and we look forward to his continued counsel as a non-executive director."

Conference call for analysts and investors

There will be a conference call at 09:00 (UK time) on Wednesday 11 June 2014, which can be accessed by the following dial-in numbers:

 

Dial in number (London): +44(0)20 3427 1912 

 

Dial in number (Greece): 00800 128 800

 

Confirmation Code: 8827663

For further information, please contact:

 

Dolphin Capital Partners

Miltos E. Kambourides

Pierre A. Charalambides

Katerina G. Katopis

Eleni Florou

 

 

miltos@dolphincp.com

pierre@dolphincp.com

katerina@dolphincp.com

ef@dolphincp.com

 

 

Panmure Gordon

(Joint Broker)

Richard Gray / Dominic Morley / Andrew Potts

 

 

 

+44 (0) 20 7886 2500

 

 

Edmond de Rothschild Securities

(Joint Broker)

William Marle

John Denby

 

 

+44 (0) 20 7845 5900

w.marle@lcfr.co.uk

j.denby@lcfr.co.uk

 

Grant Thornton UK LLP

(Nominated Adviser)

Philip Secrett

 

 

+44 (0) 20 7383 5100

 

FTI Consulting, London

Stephanie Highett

Will Henderson

Nick Taylor

 

+44 (0)20 3727 1000

dolphincapital@fticonsulting.com

 

 

Notes to Editors

Dolphin (www.dolphinci.com) is a leading global investor in the residential resort sector in emerging markets and one of the largest real estate investment companies quoted on AIM in terms of net assets. Dolphin seeks to generate strong capital growth for its shareholders by acquiring large seafront sites of striking natural beauty in the eastern Mediterranean, Caribbean and Latin America and developing sophisticated leisure-integrated residential resorts.

Since its inception in 2005, Dolphin has become one of the largest private seafront landowners in Greece and Cyprus and has partnered with some of the world's most recognised architects, golf course designers and hotel operators.

Dolphin's portfolio is currently spread over approximately 63 million m2 of prime coastal developable land and comprises 14 large-scale, leisure-integrated residential resorts under development in Greece, Cyprus, Croatia, Turkey, the Dominican Republic and Panama and a 49.8% strategic shareholding in Aristo Developers Ltd, the largest developer and private land owner in Cyprus.

Dolphin is managed by Dolphin Capital Partners, an independent real estate private equity firm.

- ENDS -

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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