- Title:
Schedule One - DCI Advisors Limited - Time:
08:00:00 - Date:
10 Dec 2024 - Category:
Capital structure - ID:
4039P
|
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
|
|
|
COMPANY NAME: |
|
DCI Advisors Limited
|
|
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
|
Currently: Tortola Pier Park, DCI is re-domiciling to Guernsey in late December 2024. In Guernsey the registered address will be: PO Box 344, Mont Crevelt House, Bulwer Avenue, St Sampson, Guernsey GY1 3US
|
|
COUNTRY OF INCORPORATION: |
|
Current - British Virgin Islands. Subject to a resolution passing at a General Meeting on 19 December 2024, it will become Guernsey. Timing expected to be on 23 December 2024
|
|
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
|
https://dciadvisorsltd.com |
|
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: |
|
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.
|
|
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): |
|
904,626,856 shares of €0.01 each in issue. All are freely transferable After the re-domicile there will be no change to the number of shares but they will be of no par value and will remain freely transferable.
|
|
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
|
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
|
|
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
|
33.9%
|
|
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: |
|
None
|
|
THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N) |
|
No
|
|
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): |
|
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
|
|
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): |
|
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%
|
|
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
|
N/A |
|
(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: |
|
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) |
|
EXPECTED ADMISSION DATE: |
|
7 January 2025
|
|
NAME AND ADDRESS OF NOMINATED ADVISER: |
|
Cavendish Capital Markets Ltd One Bartholomew Close London EC1A 7BL
|
|
NAME AND ADDRESS OF BROKER: |
|
Cavendish Capital Markets Ltd One Bartholomew Close London EC1A 7BL
|
|
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: |
|
N/A |
|
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY |
|
QCA Code
|
|
DATE OF NOTIFICATION: |
|
10 December 2024
|
|
NEW/ UPDATE: |
|
NEW
|
|
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: |
|
|
|
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED: |
|
AIM
|
|
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: |
|
8 December 2005
|
|
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: |
|
The Company has adhered to the legal and regulatory requirements involved in having its securities traded.
|
|
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: |
|
|
|
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY: |
|
DCI's investment policy is to realise its assets and return net sale proceeds to shareholders
|
|
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: |
|
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.
|
|
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: |
|
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.
|
|
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES: |
|
None
|
|
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES: |
|
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
|
|
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES: |
|
|
|
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: |
|
None
|
|
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: |
|
https://www.dciadvisorsltd.com/investor-relations/reports/index.html
|
|
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: |
|
None
|
Schedule One - DCI Advisors Limited08:00:0010 Dec 2024Capital structure4039P