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ANNOUNCEMENT TO BE MADE BY
THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF
THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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DCI Advisors Limited
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COMPANY REGISTERED OFFICE ADDRESS AND
IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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PO Box 344, Mont Crevelt
House,
Bulwer Avenue,
St Sampson,
Guernsey
GY1 3US
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COUNTRY OF INCORPORATION:
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Guernsey
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COMPANY WEBSITE ADDRESS CONTAINING
ALL INFORMATION REQUIRED BY AIM RULE 26:
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https://dciadvisorsltd.com
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COMPANY BUSINESS (INCLUDING
MAIN COUNTRY OF OPERATION) OR, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING POLICY). IF THE
ADMISSION IS SOUGHT AS A RESULT OF A
REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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The Company is an investor in the
residential resort sector in emerging markets, seeking to generate
strong capital growth and cash returns for shareholders. The
Company has assets in Greece (main country of operation), Cyprus
and Croatia.
As announced by the Company on 8
November 2024, the Company is seeking to re-domicile the Group from
the BVI to Guernsey by way of a migration. This migration consists
of the de-registration of the Company in the BVI and the
re-registration of the Company in Guernsey. The effect of the
Migration is that the Company will remain the same legal entity but
will move its seat of incorporation from the BVI to Guernsey. Upon
registration in Guernsey:
All property and rights to which the
Company was entitled immediately before that registration remain
its property and rights;
The Company will remain subject to
all criminal and civil liabilities, and all contracts, debts and
other obligations, to which it was subject immediately before that
registration;
All actions and other legal
proceedings which immediately before that registration could have
been instituted or continued by or against the Company may be
instituted or continued by or against it after that registration,
and
A conviction, ruling, order or
judgment in favour of or against the Company before that
registration may be enforced by or against it after that
registration. Luxury residential resort developers in the Eastern
Mediterranean. Main focus is Cyprus, Greece &
Croatia
All the various assets are held by
separate SPVs established in the country where the asset is
based. All these assets are for sale although the sales
process is expected to take several years.
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DETAILS OF SECURITIES TO BE ADMITTED
INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares,
nominal value and issue price to which it seeks admission and the
number and type to be held as treasury shares):
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904,626,856 shares of NPV
each.
All are freely
transferable
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CAPITAL TO BE RAISED ON ADMISSION
(AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:
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No capital to be raised on
Admission.
The Company was suspended from
trading on AIM on 1 July 2024 at which point it had a market
capitalisation of £44.3 million
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PERCENTAGE OF AIM SECURITIES
NOT IN PUBLIC HANDS AT
ADMISSION:
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33.9%
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DETAILS OF ANY OTHER EXCHANGE OR
TRADING PLATFORM TO WHICH THE AIM
SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE
ADMITTED OR TRADED:
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None
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THE COMPANY HAS APPLIED FOR THE
VOLUNTARY CARBON MARKET DESIGNATION
(Y/N)
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No
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FULL NAMES AND FUNCTIONS OF
DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including any
other name by which each is known):
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Sean Leslie
Hurst - Non-executive chairman
Nicholas (Nick) John Paris - Joint Managing Director
Nicolai Henri Pierre Hubert Huls - Joint Managing Director
Gerasimos Efthimiatos - Non-executive director
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FULL NAMES AND HOLDINGS OF
SIGNIFICANT SHAREHOLDERS EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any
other name by which each is known):
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Current shareholdings (which will be
unchanged by the switch to Guernsey from BVI)
Almitas Capital LLC -
19.95%
Lars Bader - 10.27%
Fortress Investment Group -
9.94%
The Union Discount Company of London
Ltd - 7.74%
Forager Funds Management Pty Ltd -
5.96%
Progressive Capital Partners Ltd -
5.95%
Terra Partners Asset Mgt Ltd -
5.94%
Discover Investment Company -
3.32%
Weiss Asset Management -
3.03%
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NAMES OF ALL PERSONS TO BE DISCLOSED
IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM
RULES:
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N/A
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(i)
ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH
THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by
unaudited interim financial information)
(iii) DATES BY WHICH IT
MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND
19:
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The Company is currently suspended
from trading on AIM as it has not yet released its audited results
for the year ended 31 December 2023 and interim results for the six
months ended 30 June 2024. Once these have been released and
notified, it is anticipated that the suspension will be lifted and
trading in the Company's shares will recommence.
Further to this, and as announced on
9 December 2024, the Company is changing its accounting reference
date from 31 December to 30 June.
(i)
30 June
(ii)
Unaudited results for the 12 months ending 31 December 2023
released on 9 July 2024 - Existing issuer re-admitting to AIM.
Audited results for the year ended 31 December 2023 will be
published as soon as the audit has been completed along with the
unaudited results for the six months ending 30 June 2024. The
Company's historical financial information can be found on the
Company's website: https://dciadvisorsltd.com/investor-relations/rns/index.html
(iii)
The Company must publish:
a. Annual accounts
(18 month period) to 30 June 2025, by 31 December 2025 (pursuant to
AIM Rule 19)
b. Interim results
to 31 December 2025, by 31 March 2026 (pursuant to AIM Rule
18)
c. Annual accounts
to 30 June 2026, by 31 December 2026 (pursuant to AIM Rule
19)
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EXPECTED ADMISSION DATE:
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15 January 2025
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NAME AND ADDRESS OF NOMINATED
ADVISER:
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Cavendish Capital Markets
Ltd
One Bartholomew Close
London
EC1A 7BL
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NAME AND ADDRESS OF
BROKER:
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Cavendish Capital Markets
Ltd
One Bartholomew Close
London
EC1A 7BL
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OTHER THAN IN THE CASE OF A
QUOTED APPLICANT, DETAILS OF WHERE (POSTAL
OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE
APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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N/A
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THE CORPORATE GOVERNANCE CODE THE
APPLICANT HAS DECIDED TO APPLY
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QCA Code
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DATE OF NOTIFICATION:
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8
January 2025
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NEW/ UPDATE:
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UPDATE
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QUOTED APPLICANTS MUST ALSO COMPLETE THE
FOLLOWING:
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THE NAME OF THE AIM
DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE
BEEN TRADED:
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AIM
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THE DATE FROM WHICH THE APPLICANT'S
SECURITIES HAVE BEEN SO TRADED:
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8 December 2005
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CONFIRMATION THAT, FOLLOWING DUE AND
CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND
REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED
UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS
BEEN ANY BREACH:
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The Company has adhered to the legal
and regulatory requirements involved in having its securities
traded.
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AN ADDRESS OR WEB-SITE ADDRESS WHERE
ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC
OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO
TRADED) ARE AVAILABLE:
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https://dciadvisorsltd.com/
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DETAILS OF THE APPLICANT'S STRATEGY
FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING STRATEGY:
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DCI's investment policy is to realise
its assets and return net sale proceeds to shareholders
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A DESCRIPTION OF ANY SIGNIFICANT
CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS
OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH
AUDITED STATEMENTS HAVE BEEN PUBLISHED:
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The last financial period for which
audited statements have been published by the Company were for the
year ended 31 December 2022 ("Latest Audited Results").
As announced on 20 March 2023 - The
termination of the Investment Management Agreement between the
Company and Dolphin Capital Partners ("DCP") by the Company with
immediate effect on the basis of a repudiatory breach of contract
by DCP. The Directors put in place additional resources, including
funding, to enable the Company to self-manage its assets and to
enable the continued construction of the Kilada Hills Golf &
Country Resort and various asset sales processes. Nicolai Huls and
Nick Paris became Executive Directors of the Company.
Since the Latest Audited Results the
Company's shareholder approved strategy has remained to finalise
development of or otherwise sell off its property assets and return
proceeds to shareholders, as such the Company has continued to rely
of external finance for its day to day operations.
On 28 June 2024 the Company entered
into a Sale and Purchase agreement to sell its interest in Livka
Bay on the island of Solte in Croatia, for €22 million. Completion
of this sale remains outstanding.
The Company announced the delay in
the publication of its annual results to 31 December 2023 and
therefore temporary suspension from trading on AIM on 18 June 2024.
It published unaudited financial statements for the year ended 31
December 2023 along with accompanying reports on 9 July 2024. As at
today's date, the Audit has not been completed. KPMG continue
to work on this and the Company now believes that the audited
Annual Results together with the interim results for the 6 months
to 30 June 2024 should be published during December. DCI's Ordinary
Shares remain suspended for the time being, and the suspension will
be lifted after the audited Annual and Interim Results are
published.
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A STATEMENT THAT THE DIRECTORS OF THE
APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL
AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST
TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
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The Directors have no reason to
believe that the working capital available to the Group
will
be insufficient for at least 12
months from the date of its Admission.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS
PURSUANT TO RULE 7 OF THE AIM RULES:
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None
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A BRIEF DESCRIPTION OF THE
ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:
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Currently shares are trade through
Depositary Interests in Crest. On the re-domicile the DI will
be cancelled and the shares will be admitted to dealing in
Crest
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A WEBSITE ADDRESS DETAILING THE
RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
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https://dciadvisorsltd.com/
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INFORMATION EQUIVALENT TO THAT
REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY
PUBLIC:
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None
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A WEBSITE ADDRESS OF A PAGE
CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH
MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO
ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS
MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS
PERMISSIBLE UNDER AIM RULE 19:
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https://www.dciadvisorsltd.com/investor-relations/reports/index.html
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THE NUMBER OF EACH CLASS OF
SECURITIES HELD IN TREASURY:
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None
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