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16 Apr 2009 07:00
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16Β April 2009
DOLPHIN CAPITAL INVESTORS LIMITEDΒ
("Dolphin" or the "Company")
Shares-for-Assets ProgrammeΒ -Β Publication of the Asset List
Dolphin Capital Investors Limited, the leading investor in the residential resort sector in south-east Europe and the largest real estate investment companyΒ listed on AIM,Β releases the list of eligibleΒ propertiesΒ ("Asset List")Β which will form partΒ of its Shares-for-Assets ProgrammeΒ (the "Programme").Β
The main purposes of the Programme are to provide an exit opportunity for currentΒ shareholders, generate interest in theΒ DolphinΒ shares by newΒ shareholders, and increase the Net Asset Value perΒ share.
Subject to the terms and conditions of the Programme,Β which will beΒ releasedΒ by 27Β AprilΒ 2009,Β Dolphin shareholdersΒ will have the right to exchange common sharesΒ ofΒ the Company forΒ propertiesΒ included in the Asset List. TheΒ market valueΒ of these properties will beΒ double the applicable market price of the shares tendered at the time of the exchange.Β The maximumΒ marketΒ value of theΒ assetsΒ to be exchangedΒ will not exceed β¬50Β million.Β Subject to this,Β there is no restrictionΒ toΒ the number ofΒ propertiesΒ forΒ which a Shareholder can apply.Β
The Asset List, whichΒ solely comprisesΒ non-coreΒ trading propertiesΒ located inΒ CyprusΒ owned by Aristo Developers Limited ("Aristo"),Β has now beenΒ postedΒ onΒ Dolphin's website (www.dolphinci.com).Β The Asset List representsΒ approximatelyΒ 3%Β of Aristo's totalΒ asset value.
TheΒ Asset List comprises:
124Β completed and 88Β nearlyΒ completedΒ homesΒ ranging fromΒ 46m2Β toΒ 256m2Β of covered areaΒ located inΒ theΒ Paphos and LimassolΒ districts
22Β residentialΒ plotsΒ ranging from 523m2Β to 1,443m2Β located inΒ the districts ofΒ Paphos, Larnaca andΒ FamagustaΒ (Ammochostos)
14Β land sites, zoned forΒ single or multiΒ unitΒ residential development,Β ranging fromΒ 1,004m2Β toΒ 18,730m2Β in the districts of Paphos, Limassol andΒ Famagusta.Β
The Asset ListΒ providesΒ the following information:
eachΒ property'sΒ marketΒ value
a briefΒ descriptionΒ of theΒ propertyΒ (including its location,Β sizeΒ and building coefficientΒ for plots of land)
in the case ofΒ non-completedΒ homes,Β estimatedΒ completionΒ date,Β as well asΒ the estimated additional costs, if any, that will beΒ required to complete the property
the estimated transaction costs for the transfer of the asset
eachΒ asset'sΒ unique Property Identification Number.Β
BenefitsΒ of the Programme
The Board and Dolphin Capital Partners Limited believe that the Programme offers the following benefits to the Company and its Shareholders:
It is expected toΒ generateΒ increasedΒ demand for theΒ Common SharesΒ from real estate investors, developers and would-be buyers of assets on the Asset List since it will effectively provide an indirect way to buy the assets at a discounted price.
It provides an alternative exit to Shareholders at a real estate value which is double the applicable market value of the underlying Common Shares at any given time. At the Maximum share exchangeΒ price of 93p, for each Common Share tendered Shareholders will be able to receive real estate value equal to 186p, which is the highest price at which the Common Shares have ever traded.Β
On the basis that the current NAV as at 31 December 2008 reported in the Company's 2008 preliminary Annual Results is 294p and theΒ share exchangesΒ executed as part of the Programme will take place at prices well below that value,Β if the Programme proves successful it wouldΒ result in a substantial accretion to the NAV of the remaining Common Shares.
Most of the real estate assets included in the Programme are relatively smallΒ andΒ non-core.. A progressive transfer of these assets will allow the Company to further concentrate on its core business which is investing in and developing large-scale residential resorts.Β
The Programme couldΒ generateΒ additional construction work and cashflow for Aristo, asΒ some of the new ownersΒ of the real estate assets mayΒ engage Aristo to build aΒ home or finish the existing work in progress.
The Programme is expected to formally commence on 4 May 2009 and any enquiries relating to participation should be directed toΒ sharesexchange@dolphincp.com.
Notes
The ProgrammeΒ is subject to finalisation of its terms and all necessary corporate,Β legalΒ and regulatory clearances being obtained and remaining in full force.Β
The terms of the Programme are likely to give the Directors of the Company absolute discretion to unilaterally suspend or abandon the Programme, or alter or waive its terms and conditions.
The Company may withdrawΒ from, orΒ add newΒ propertiesΒ to, the Asset List at its complete discretion and without notice.
It is likely that Shareholders who are resident in certain jurisdictionsΒ (such as theΒ United States) will not be entitled to participate in the Programme.
Shareholders will only be entitled to participate in the Programme upon the terms and conditions of documentation which it is intendedΒ willΒ be published by the CompanyΒ by AprilΒ 27Β 2009.Β
Investors should not purchase Common Shares on the expectation that the Programme will be introducedΒ in the timeframe stated andΒ without amendments to the terms described in this Announcement.
For further information, please contact:
Dolphin Capital Partners
Miltos E. Kambourides miltos@dolphincp.com
Pierre A. Charalambides pierre@dolphincp.com
Grant ThorntonΒ UKΒ LLP (Nominated Adviser)
Philip Secrett
Tel: +44 (0) 20 7383 5100
Panmure Gordon (Broker)
Richard GrayΒ /Β Dominic MorleyΒ /Β Andrew Potts
Tel: +44 (0) 20 7459 3600
Financial DynamicsΒ
Stephanie HighettΒ /Β Rachel DrysdaleΒ /Β Olivia Goodall rachel.drysdale@fd.com
Tel: +44 (0)20 7831 3113
Notes to editors:
Dolphin is the leading investor in the residential resort sector in south-eastΒ EuropeΒ and the largest real estate investment companyΒ listed on AIM.
Dolphin seeks to generate strong capital growth for its shareholders by acquiring large seafront sites of striking natural beauty primarily,Β in the eastern MediterraneanΒ region,Β and establishing sophisticated leisure-integrated residential resorts.
Since its inception in 2005, Dolphin has raised β¬859 million, has become one of the largest private seafront landowners inΒ GreeceΒ andΒ CyprusΒ and has partnered with some of the world's most recognised architects, golf course designers and hotel operators.
In April 2007, Dolphin acquired Aristo, one of the largest holiday home developers in south-eastΒ Europe. This enabled the enlarged Company to combine real estate private equity investment expertise with leading development experience and local market knowledge.
Dolphin's portfolio is currently spread over 65 million mΒ² of prime coastal developable land and comprises 15 large-scale, leisure-integrated residential resorts under development in Greece, Cyprus, Croatia, Turkey, Panama and the Dominican Republic and more than 60 smaller holiday home projects through Aristo Developers in Cyprus.
Dolphin is managed by Dolphin Capital Partners, an independent private equity management firm that specialises in real estate investments in south-eastΒ Europe.
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