Acquisition
Dolphin Capital Investors Limited
05 April 2007
For immediate release
5 April 2007
Dolphin Capital Investors Limited (DCI.L)
Acquisition of an 80% shareholding in Aristo Developers Plc and Public
Offer to acquire the remaining shares
Total investment of €245m marks the largest transaction of Dolphin to date
Dolphin Capital Investors ('Dolphin'), the leading investors in the residential
resort sector in south-east Europe, is pleased to announce the acquisition of an
80% shareholding in Aristo Developers Plc.
Highlights
• Dolphin has today announced the acquisition of an 80% shareholding in
Aristo Developers Plc ('Aristo'), the largest holiday home development
company in Cyprus and listed on the Cyprus Stock Exchange
• Dolphin has secured a 60% shareholding from Mr. Theodoros Aristodimou,
the principal shareholder and founder of Aristo, in exchange for €128.7m and
a 15% interest in the Dolphin vehicle acquiring Aristo, and 20% from
Aristo's second largest shareholder for €57.9m in cash
• The purchase price equates to €2.15 per share, a premium of 8.5% to the last
traded price
• Dolphin will shortly launch a public tender offer to acquire the
outstanding 20% of shares in Aristo also at a price of €2.15 per share which
implies a total cash consideration of €57.9m
• The total value of the equity of Aristo is therefore valued at €289m, and
together with debt of €149m (as at 31 December 2006), represents an
acquisition value of Aristo of €438m
• Aristo owns a number of strategic assets that are complementary to
Dolphin's strategy of acquiring large land sites and establishing premium
branded residential resorts
• Aristo is today believed to be the largest private land owner in Cyprus
and the largest holiday home developer both in terms of annual turnover and
number of units sold
• Aristo owns three out of the twelve new preliminary licences for
golf-integrated residential resorts granted by the Cypriot government and is
considering applying for a fourth one
• Aristo's flagship asset is Venus Rock, a 1,000 hectare site that is one of
the largest sea-front residential resort development sites in Europe, and
which is expected to comprise up to 3 golf courses, more than 3,000
residential units, a 5-star hotel with spa, extensive beach-front
entertainment, retail and commercial facilities, marina and other sport
facilities
• Aristo also owns Eagle Pine, a 220 hectare site expected to become a golf
integrated resort, situated a few kilometres away from Dolphin's Apollo
Heights Polo Resort
• Following the Aristo acquisition, Dolphin's investment commitments will
total €517m and exceed the €399m net equity funds raised; given the strong
Aristo cash flows (the 2006 unaudited post-tax profits were c. €24m) and the
expected upward revaluation of the land bank of Aristo, Dolphin will be
exploring enhancing its capital structure through the introduction of
additional financial leverage.
• Dolphin's acquisition of Aristo represents a significant acceleration of
Dolphin's investment strategy by:
- enhancing the DCI portfolio with a number of significantly advanced
development projects in Cyprus and Greece, spread over an aggregate of 13
million m2 of land, with a capacity to generate approximately 1.5 million
buildable m2 equivalent to approximately 10,000 freehold residential units
- creating the potential for significant NAV uplift upon revaluation
and ultimately producing strong returns to DCI shareholders
- enabling Dolphin to double its land bank in a single transaction,
investing substantially all of its remaining capital of €250 million
- generating current income largely from sales of existing residential
units and from other operating assets
- enabling Dolphin to leverage Aristo's in-depth management and
development expertise for the progression of Dolphin's current projects in
Greece and Cyprus
- establishing Dolphin as the largest private land-owner and
residential resort developer in Cyprus and cement its leadership position in the
sector in Southeast Europe
Miltos Kambourides, Managing Partner of DCP said: 'The acquisition of Aristo
Developers marks the most important milestone to date in our investment program.
We are excited to be partnering up with the founder of the company Theodoros
Aristodemou and integrating into the DCI portfolio a vast and attractive
pipeline of significantly advanced development projects together with unrivalled
technical know-how, serving to solidify Dolphin's leadership position in the
residential resort sector in Southeast Europe.'
Pierre Charalambides, Partner of DCP added: 'This acquisition enables Dolphin to
leapfrog in a single transaction (i) by doubling its current land-bank through
the acquisition of over 13 million m2 of strategic land, the majority of which
is suited for the development of exclusive residential resorts and (ii) by
firmly establishing Dolphin as the leading residential resort investor in Cyprus
and the rest of Southeast Europe.'
Contacts:
Dolphin Capital Investors
www.dolphincapitalinvestors.com
Miltos E Kambourides - miltos@dolphincp.com
Pierre A Charalambides - pierre@dolphincp.com
Adventis Financial PR
Annie Evangeli - aevangeli@adventis.co.uk 020 7034 4757 / 07778 507 162
Chris Steele - csteele@adventis.co.uk 020 7034 4759 / 07979 604 687
Grant Thornton Corporate Finance (Nominated Adviser)
Philip Secrett 020 7383 5100
Panmure Gordon (Broker)
Richard Gray / Dominic Morley / Andrew Potts 020 7459 3600
OVERVIEW
Dolphin Capital Investors Limited, a real estate investment company focused on
the Master-planned Residential Resort sector in Southeast Europe and managed by
Dolphin Capital Partners Limited ('DCP' or the 'Investment Manager'), is pleased
to announce the securing of an 80% shareholding in Aristo Developers Plc
('Aristo'), the largest holiday home development company in Cyprus (the
'Acquisition'). Aristo is listed on the Cyprus Stock Exchange.
Dolphin has secured 60% from Theodoros Aristodimou, the principal shareholder
and founder of Aristo, and related parties, in exchange for €129 million and a
15% interest in the Dolphin special purpose vehicle established for the purpose
of acquiring Aristo, and a further 20% from Aristo's second largest shareholder
Mihalakis Ioannides for €57.9 million in cash implying a price of €2.15 (CYP
1.25) per share.
The special purpose acquisition vehicle is a newly incorporated BVI company
('BVI Holdco') which will ultimately be owned 85% by Dolphin and 15% by TA. As
a consequence of DCI securing an interest in excess of 30% in the issued share
capital of Aristo, DCI is required to make a public offer for the remaining 20%
of Aristo at a price of €2.15 (CYP 1.25) for an aggregate consideration of €58.9
million. Subject to the public offer reaching the 90% squeeze-out threshold,
Aristo will be de-listed and become a private company. The Acquisition is
subject to the approval of the Cyprus Stock Exchange commission and the
Commission for the Protection of Competition of Cyprus.
Aristo, founded in 1983, is today believed to be the largest private land owner
in Cyprus and the largest holiday home developer both in terms of annual
turnover and number of units sold. With more than 13 million m2 of development
land under ownership, over 3,000 holiday home sales over the past five years and
a pipeline of approximately 10,000 residential units under planning, Aristo has
a strong presence within the real estate development sector in Southeast Europe.
The Aristo group holds three out of the country's 12 new preliminary licenses
for golf-integrated residential resorts that have recently been granted by the
Cypriot government and is considering applying for a fourth license.
Aristo's flagship asset is Venus Rock, one of the largest sea-front residential
resort development sites in Europe. It is situated on next to Aphrodite Hills
(Southeast Europe's first golf-integrated residential resort) between the towns
of Limassol and Paphos. The 1,000 hectare site of Venus Rock is expected to be a
truly integrated destination comprising 3 golf courses, more than 3,000
residential units, a 5-star hotel with spa, extensive beach-front entertainment,
retail and commercial facilities, marina and other sport facilities. The fourth
golf-integrated permit relates to Eagle Pines, a 220 hectare site a few
kilometres away from DCI's Apollo Heights Polo Resort and a 15 minute drive from
Venus Rock.
In addition to the golf-integrated developments described above, Aristo is
currently involved in the development of additional large scale residential
projects, which together represent the substantial majority of Aristo's total
land holdings.
Aristo has grown significantly in recent years, and turnover and net profit grew
by an annual rate of 34% and 27% respectively from 2005 to 2006. Total sales and
net profit before tax for 2006 were €137.2m and €28.8m respectively.
TA's 15% shareholding in BVI Holdco is subject to a 2-year lockup period. After
the lock-up period, and for an additional period of two years, put and call
options have been agreed for TA's shareholding in the Aristo. Dolphin has also
entered into a management agreement with TA for at least two years, with an
option to renew for two more years for as long as he maintains at least two
thirds of his shareholding in BVI Holdco, with incentives tied to the NAV growth
of the Aristo. TA has provided Dolphin with personal warranties regarding titles
and land ownership, the book value of the Aristo's net asset position and
undisclosed or contingent liabilities.
Subject to the successful execution of the public offer and reaching a 90%
squeeze-out threshold which will enable the compulsory acquisition of the
minority shareholders under Cyprus takeover regulations, Aristo will be
de-listed and become a private company.
The Investment Manager and the Board of DCI believe that the consideration paid,
despite being approximately at an 80% premium to the estimated 31 December 2006
net book value of Aristo and at a 9% premium to the closing share price as of 4
April 2007, represents a significant discount to what DCP believes Aristo's net
asset value to be.
The Investment Manager and the Board of DCI believe that the transaction is of
paramount strategic importance to Dolphin, and is expected to:
1. Enhance the DCI portfolio with a number of significantly advanced
development projects in Cyprus and Greece, spread over an aggregate of 13
million m2 of land, comprising 4 potential golf-integrated residential
developments and approximately 1.5 million buildable m2 equivalent to
approximately 10,000 freehold residential units. The Investment Manager believes
that the land portfolio and pipeline, and particularly the golf integrated
developments, would be almost impossible for a third party to replicate due to
the lack of available large land sites in South Cyprus.
2. Create the potential for significant NAV uplift upon closing and
ultimately generate strong returns to DCI shareholders. When fully developed,
the assets are expected to generate returns in line with Dolphin's strategy of
not investing in projects unless they are expected to generate an IRR of at
least 25%. DCP believes that there could be additional benefits from the higher
quality branding and design concept that Dolphin can bring into Aristo's large
scale projects.
3. Enable Dolphin to double its land bank in a single transaction,
investing substantially all of its remaining capital of €250 million, bringing
its total investments to date to €368 million and total commitments to €517
million.
4. Generate future profits largely from sales of existing residential
units and from other operating assets that can create opportunities for further
organic growth and reinvestment.
5. Enable Dolphin to utilise Aristo's management expertise for the
progression of Dolphin's current projects in Greece and Cyprus, as well as for
the sourcing and execution of more land acquisitions in Cyprus. In addition,
Aristo has an established marketing platform which can also be leveraged upon.
6. Bring in-house a number of key operational functions that would have
otherwise been outsourced, ensuring greater control over quality and costs
7. Accelerate the development of the Dolphin strategy by acquiring a
portfolio of projects at an advanced development stage, a residential
development business that is expected to generate future profits, and management
expertise to further assist in the development of Dolphin's existing projects
8. Establish Dolphin as the largest private land-owner and residential
resort developer in Cyprus and cement its leadership position in the sector in
Southeast Europe.
FURTHER DETAILS
Company Background
Aristo is the largest holiday home development company in Cyprus and probably
Southeast Europe (www.aristodevelopers.com). Aristo was established in 1983 by
Mr Theodoros Aristodemou who continues to be the Aristo's Managing Director and
who was before the Acquisition the majority shareholder with approximately 60%.
Aristo grew organically from a one-man, one apartment building company to the
largest private land-owner and holiday/second home developer in Cyprus. Over the
past decade, the Aristo has developed and sold approximately 4,500 residential
units from more than 100 residential, commercial and tourism-related projects
around Cyprus, the majority of which have been completed in the past five years.
Aristo has also been a pioneering force behind investments in golf-integrated
developments and has developed the first two golf courses in Cyprus, the 'Secret
Valley Golf Course' (within Venus Rock, which Aristo owns) and the 'Tsada Golf
Course' (which Aristo operates) near Paphos.
Aristo is believed to be today the largest private land-owner in Cyprus with a
total land ownership totalling 13 million m2. The Aristo group has received
three out of the twelve preliminary golf-integrated project approvals recently
granted by the Cyprus Government and has the potential to apply for a fourth one
in the medium term. Aristo also operates two out of the three existing
commercial 18-hole golf courses in Cyprus and has an approximate 15% market
share of the Cyprus holiday home market.
In addition to the golf-integrated developments, Aristo is currently involved in
the development of additional large scale projects, predominantly residential
developments for overseas buyers. Aristo's top ten developments or land holdings
in Cyprus and Greece represent a substantial majority of its total land holdings
and the estimated net asset value of Aristo.
Artisto's strategy of acquiring land in key locations at attractive prices to
develop holiday homes for foreign buyers is consistent and complementary to that
of Dolphin. Aristo performs in-house the functions of land acquisition, design,
project management, marketing and sales. The construction is primarily
contracted to third parties.
Aristo focuses mainly on the regions of Paphos and Limassol and currently has
over 70 residential developments of various sizes under construction and 150
under planning on the island, operated and managed currently by an in-house team
of approximately 406 staff. Since 1999, Aristo has also established a presence
in Greece with seven residential developments completed and delivered, two
residential developments under construction and three beachside projects under
planning.
Aristo's headquarters are in Paphos, Cyprus, with satellite offices principally
in Nicosia, Limassol, Athens and Moscow. It is listed on the Cyprus Stock
Exchange with a current market capitalisation of approximately €289 million (as
of April 4, 2007).
Cyprus Market Environment
Cyprus entered the EU on May 1st 2004 and offers one of the most competitive
taxation environments in Europe (corporate income tax at 10%). The country
further benefits from an excellent climate with long seasonality and is already
a very popular 2nd home/retirement destination for British citizens. Over the
past three years demand for second homes is estimated to have increased by an
average 15 to 20 per cent annually.
Smaller mid-market residential projects with 30 to 60 houses have been quite
common in Cyprus over the past 20 years. Those were mostly built in and around
Paphos, a picturesque town in the Southwest corner of the island.
There is only one master-planned leisure integrated residential development on
the island, Aphrodite Hills (www.aphroditehills.com), which has experienced
tremendous success. Aphrodite Hills has been developed and managed by Lanitis
Development Ltd over 231 hectares. The development started golf course
operations on October 1st 2002 and to date has sold over 400 villas and 200
apartments. 90% of sales have been made to foreigners, of which approximately
60% were to the United Kingdom. The largest other foreign markets have been
Russia, Scandinavia and Germany.
The Cyprus Tourism Organization has recently prepared a new 10-year strategic
plan for the tourism industry aimed at attracting wealthier tourists and
residential buyers. This involves incentives to attract private financing to
build additional marinas and golf courses. There are currently only three
commercially operated 18-hole golf courses on the island and a further twelve
golf course developments have recently received pre-approvals from the Cyprus
government. To encourage investment in golf resorts, the Cyprus government has
allowed for up to 100,000 m2 of residential real estate that could be integrated
with the development of golf courses and sold as freehold, subject to developers
meeting certain investment criteria.
Aristo is one of the leaders in the development of golf-integrated residential
resorts in Cyprus, having received three out of the twelve preliminary
golf-integrated project pre-approvals to date.
Market positioning and sales
Aristo currently owns a land portfolio of approximately 13 million m2 of
attractive land sites in Cyprus and Greece. In 2006, Aristo derived
approximately 97% of its revenues from the development of its land holdings and
subsequent sale of residential units. Non-core assets, namely the operation of
recreational and other leisure facilities, only accounted for approximately 3%
of Aristo's revenues for the year ended 31 December 2006.
Aristo sold a total of approximately 623 units in Cyprus for the year ended 31
December 2006, which, as estimated by Aristo's management, corresponds to a
market share of around 11% in terms of units sold (out of 5,800 estimated total
residential units sold in Cyprus during 2006) or a market share of approximately
15% in Cyprus and 30% in Paphos in terms of total sales.
Aristo targets foreign buyers, mostly northern Europeans and Russians in search
of a retirement home and, more opportunistically, wealthy Cypriots or Greeks.
Historically, the client base has been 60% British, 15% Russians, 10% Cypriots
and 15% other (mainly Europeans). Aristo currently operates 25 information and
sales offices in Cyprus and Russia and also co-operates with an extensive
network of agents and real estate professionals. Its sales team provides
extensive support services and guidance relating to legal and tax issues for
acquiring a property in Cyprus, as well as facilities management and re-sale
services. During 2006, 93% of sales were made to foreigners with demand
anticipated to remain strong.
Large-scale Real Estate Development
Aristo's largest ten projects in Cyprus and Greece represent the substantial
majority of its total land holdings by size and estimated value. These
development projects comprise ten residential communities, four of which are
intended to be large upscale golf-integrated residential resorts, as further
summarized below.
Cyprus
1. Venus Rock: Land site of approximately 10 million m2, 18 km east of Paphos,
one of the largest sea-front residential resort development sites in Europe,
adjacent to Aphrodite Hills (Southeast Europe's first golf-integrated
residential resort experiencing large success). Venus Rock is expected to be a
truly integrated destination comprising three golf courses, 3,000 residential
units, a five-star hotel with spa, extensive beach-front entertainment, retail
and commercial facilities, marina and other sport facilities.
The site currently has an existing 18-hole golf course in place (Secret Valley
Golf Course) and existing zoning for 290 villas that are currently for sale and
which are in addition to those expected to be developed as part of the
golf-integrated permits. 242 villas have already been sold to date.
2. Eagle Pine: Land site of approximately 2.2 million m2, a few kilometres away
from Apollo Heights Polo Resort (Dolphin's first investment in Cyprus), and a 15
minutes drive from Venus Rock. Situated at the highlands, the Eagle Pine site
overlooks the sea around the Episkopi and Acrotiri areas near Limassol. It has
received preliminary approval for a golf integrated resort, with a residential
development component of up to 100,000 m2.
3. Paphos centre plot: Land site of approximately 150,000 m2 in the centre of
Paphos and within walking distance from the beach-front hotel Riviera of the
town. The site falls under two high density building zones with building
coefficients of 80% and 60%, where the estimated residential development for the
site is anticipated to cover over 73,000 buildable m2.
4. Pissouri Panorama: Land site of 120,000 m2 in the upcoming area of Pissouri,
east of Paphos, with an estimated residential development area of 20,000
buildable m2. Several other land sites are within a radius of 2km of the site
that may eventually create a large scale development program.
5. Magioko: Beach-front site of approximately 102,000 m2 situated within a
tourism zone a few kilometres away from Paphos International airport. The site
has a building coefficient of 30% for tourism developments or 20% for
residential developments. The site is intended to be developed into an exclusive
beachfront residential resort with an estimated 17,000 m2 of residences.
Other major sites: Aristo owns a large number of residential non-leisure
integrated developments and villas under construction which are nevertheless
very close to the beach or other leisure activities. Notable examples include:
6. Zephyros: a development of approximately 40,000 residential buildable m2
spread across a 94,000 m2 land site, situated 400 meters from the beach and the
Magioko site.
7. Limassol Star: a development comprising luxury beachfront properties and
leisure facilities, only 10 minutes from Limassol town centre and 30 minutes
from Nicosia and Larnaca International Airport. The development is also within a
minute's walk from the Limassol Yachting Marina and enjoys the water sport
facilities offered by the neighbouring blue flag beach.
Greece
10
In 1999, Aristo established its Greek operations to focus on property
development in Greece and is now actively involved in that market. Aristo has
developed and marketed large blocks of flats and offices in selective areas of
Athens and has acquired attractive coastal properties in areas such as
Zakynthos, Syros and the western Peloponnese, where it plans to develop
exclusive residential developments. These include:
8. Tsilivi project: A two-phased development with an estimated 56,000 m2 of
residential buildable expected to be sold over 80,000 m2 of land in the small
village of Tsilivi, approximately 4 km from the town of Zakynthos, near the area
of Planos. Efforts are being made to reclaim an additional 20,000 m2 of land.
9. Douneika project: A beachfront property of 265,000 m2 at Douneika in
Peloponnese, adjacent to the Aldemar hotel. The tourism development of the
property will take advantage of a building coefficient of 20%, allowing for the
development of a hotel and c. 18,000 m2 of residential real estate.
10. Syros project: Residential development designed in Cycladic architecture
style, 12 km from Ermoupolis on the island of Syros, spread over a 22,000 m2
site, where approximately 4,500 m2 of residential real estate can be developed.
Small to medium Scale Real Estate Development
Aristo has additionally 60 residential projects of various sizes under
construction, with remaining available for sale units of approximately 80,000
buildable m2 spread over an estimated 274,000m2 of land. It further holds a land
inventory of 2,600,000 m2 for several potential projects under planning which
are expected to be developed over the medium term. These small to medium scale
developments are expected to be permitted for more than 670,000 buildable m2 in
total.
Almost all of these existing and potential new residential projects are located
in strategic points of the island, by or close to the sea, easily accessible by
airports and next to well-developed infrastructure. Notable examples include
Golden Beach and Riviera Beach Villas in Paphos.
Other Activities
Aristo also generates approximately 3% of its revenues (approximately €4 million
in 2006) from the operation of recreational/leisure facilities and other
miscellaneous travel and insurance services. The two main ones are:
(S) Randi Golfers Limited: Jointly runs the Secret Valley Golf Club
(Venus Rock) and Tsada Golf Club, Cyprus' first 18-hole grass course, only 20
minutes from Paphos, on an elevated position of 550 metres above sea level.
(S) A&A Super Aphrodite Waterpark Limited: Owner of a waterpark located
amidst 30,000 m2 of landscaped grounds across from the hotels on the seafront of
the tourist area. This represents the main source of revenues for Aristo's
non-core activities, attracts more that 100,000 visitors and generates a net
cash profit of approximately €1 million per annum.
Business Plan & Future Strategy
Following this acquisition, Dolphin intends to (i) undertake a revaluation of
Aristo's assets to market value (ii) further build on Aristo's success as the
largest holiday home developer in Cyprus, and (iii) retain and further improve
the efficiency of Aristo's existing key management and operations. In order to
maximise Aristo's NAV and profitability, Dolphin will have a separate approach
for Aristo's following three project categories:
Leisure Integrated Residential Resort Developments
Represents the majority of Aristo's land portfolio and shall include:
a. Large sites suitable for the development of branded golf-integrated
residential resorts with up to 100,000 m2 of freehold residential real estate
per project, namely the 3 Venus Rock projects and the Eagle Pine project.
b. Smaller sites suitable for the development of more exclusive residential
developments due to the site's attractiveness, views and beach access, to
include for example the Pissouri Panorama site and Magioko.
To maximise the returns on these developments and to seek to grow Aristo's NAV,
Dolphin intends to engage some of the world's most renowned master-planners,
architects, golf designers, operators and marketers and target the most affluent
part of the Northern European and Russian markets.
Other Residential Developments
Represents the remainder of Aristo's land portfolio and includes the mid-market
residential holiday home developments Aristo is well known for.
Aristo is the leading developer in the residential sector in Cyprus, having sold
3,000 units over the past 5 years. The average selling prices for the year
ended 31 December 2006 was approximately €270,000 per unit and the estimated net
profit margin per unit was approximately 20%.
Dolphin intends to maximise the efficiency of this division and continue to sell
its existing developments to generate strong cash flows and profits. Dolphin
will be cautious with this part of the business, as it is believed that this
segment of the market is becoming very competitive in Cyprus - with a potential
slowdown expected over the medium to long term - and better margins can be
achieved for more upper-scale developments which are also more in line with
Dolphin's core strategy. Dolphin may also seek to sell developments to other
investors if this provides a suitable return.
Other Leisure Activities
This includes non-core projects such as the Super Aphrodite Waterpark in Paphos,
which generated sales in the year ended 31 December 2006 of approximately €3
million and is profitable, Skylark Insurance which is an insurance broker
providing insurance for purchasers of Aristo's residential developments, and
other small non-core assets.
Dolphin will consider a possible disposal of some or all of these assets and
reinvest the proceeds into the existing activities of Aristo.
Financing and Capital Commitments
Dolphin will use €245m of its cash balances to fund the indirect acquisition of
85% of the shares in Aristo. As reported in its year end results, as at 28
February 2007, Dolphin had committed €272m (and of that made investments of
€123m) of the €399m equity funds (net of expenses) raised at the time of
Dolphin's admission to AIM and subsequent secondary fundraising in October 2006.
Following the acquisition of Aristo, Dolphin's committed and invested funds can
be summarised as follows:
€m Committed funds Invested funds
As at 28 February 2007 272 123
Aristo acquisition 245 245
Total 517 368
Consequently, Dolphin is almost fully invested and has committed €118m funds in
excess of the equity funds raised of €399m (net). It should be noted that the
timing of the satisfaction of these commitments is over the next couple of
years.
The acquisition of Aristo provides Dolphin with the business of an established
developer generating sales and profits from its existing developments. DCP
believes that given the advanced stage of development of certain of Aristo's
developments, an upward revaluation of the property portfolio, and cash flows
from existing operations, provide an opportunity to obtain additional debt
finance. As at 31 December 2006, Aristo had debt finance of €148.5m. DCP
believes that additional debt finance can be obtained to ensure that Dolphin can
satisfactorily meet its future investment commitments.
Financial Information
Aristo has grown significantly in recent years with turnover and net profit
growing by an annual rate of 29% and 38% respectively between 2005 and 2006.
The table below summarizes the total number of units sold for the period
2004-2006.
2004 2005 2006
Number of Units Sold 587 517 623
Average Selling Price per unit (€) 173,250 190,700 266,500
Extracts of Aristo's published historical financial information for the
financial years 2004, 2006 and 2006 is presented below. The financial
information for the years ended 31 December 2004 and 2005 has been audited by
Stephanos Stephanou & Co. The unaudited financial information for the year
ended 31 December 2006 has been announced on the Cyprus Stock Exchange as
indicative results examined and approved by the board of Aristo.
PROFIT & LOSS ACCOUNT Audited Audited Unaudited
(amounts in €) 31-Dec-04 31-Dec-05 31-Dec-06
Sales 82,919,143 101,596,313 137,246,437
Cost of Sales (45,528,695) (57,626,930) (79,272,457)
Gross Profit 37,390,449 43,969,383 57,973,980
as a % of Sales 45.1% 43.3% 42.2%
Other Income 729,432 347,470 537,861
Selling & Administrative Expenses (16,408,283) (19,194,295) (25,246,359)
Operating Profit 21,711,597 25,122,558 33,265,482
as a % of Sales 26.2% 24.7% 24.2%
Profit / (Loss) from Revaluation of Assets (116,633) - -
Profit from Investment Activities - 292,464 142,269
Financing Income - 808,057 788,329
Financing Expenses (6,576,641) (6,388,329) (8,206,042)
Profit / (Loss) from sale of affiliated company (31,280) (10,337) (12,418)
Profit / (Loss) from Joint Ventures 1,249,936 2,417,507 2,859,036
Earnings Before Tax 16,236,980 22,241,920 28,836,656
as a % of Sales 19.6% 21.9% 21.0%
Corporate Tax (3,450,948) (3,201,059) (4,584,145)
Effective Tax Rate 21.3% 14.4% 15.9%
Earnings After Tax 12,786,031 19,040,861 24,252,511
as a % of Sales 15.4% 18.7% 17.7%
Aristo's 2006 Balance Sheet has not yet been published. The 2006 Balance Sheet
results are expected to be announced by the end of April 2007.
BALANCE SHEET (amounts in €) Audited Audited
31-Dec-04 31-Dec-05
Fixed Assets 136,651,115 138,340,512
Intangible Assets - 152,682
Investments in Joint Ventures 1,378,778 1,837,010
Investments in Affiliated Companies 4,497,557 4,517,592
Total Fixed Assets 142,527,449 144,847,796
Inventory and Work in Progress 156,510,954 199,132,301
Investments 310,357 379,961
Debtors and Prepayments 8,887,527 8,178,286
Receivables from affiliated companies 133,508 -
Cash & Banks 715,318 991,073
Total Current Assets 166,557,664 208,681,622
TOTAL ASSETS 309,085,113 353,529,418
Share Capital 44,991,540 45,470,207
Reserves 77,793,204 41,705,737
Retained Earnings - 54,261,503
Minority Interest 14,038,444 14,324,385
Shareholders' Equity 136,823,188 155,761,832
Long-Term Debt 42,949,491 72,357,831
Land Creditors 9,772,414 -
Deferred Taxation 9,968,337 9,862,862
Long Term Liabilities 62,690,242 82,220,694
Creditors 70,341,704 61,008,294
Short-Term Debt 17,589,371 52,203,813
Long term liabilities payable 19,352,756 -
Amounts payable to affiliated companies - -
Tax & Duties Payable 2,287,853 2,334,785
Short Term Liabilities 109,571,684 115,546,891
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 309,085,113 353,529,418
Public Offer Process
Under the 'Cyprus Take-Over Legislation', Dolphin intends to file a Public Offer
('PO') for the remaining 20% public free-float of Aristo. The PO will be filed
within 12 working days from the date of this announcement and shall remain open
for acceptance for a period of 30-55 days, as contained in the PO document. The
PO shall be subject to the approval of the Cyprus Stock Exchange Committee
(CySEC) and the Cyprus Anti-monopoly Commission ('AMC').
Subject to the approval of the CySEC and AMC, the PO document shall be published
and sent to all Aristo shareholders, within 7 days from such approvals. If at
the end of the PO period, DCA acquires in total 90% or more of the Aristo
shares, DCA may activate the 'squeeze-out' provision to acquire the rest of the
free float at the PO price, within a period of 3 months. The shareholders, who
have not accepted the PO, have the right to 'sell out' their shares to DCA at
the same price, within the same period and DCA is obliged to acquire them.
Once DCA completes the acquisition of 100% of Aristo's shares, Aristo shall
become a private company and will be de-listed from the Cyprus Stock Exchange.
If at the end of the PO period, DCA acquires in total less than 90% of Aristo's
shares, then Aristo shall remain a public company listed in the Cyprus Stock
Exchange, trading under a special category, since less than 25% free float shall
exist.
Notes to Editors
Dolphin Capital Partners
DCP is an independent private equity firm founded in 2004 by Miltos Kambourides
and Pierre Charalambides after leaving Soros Real Estate Partners.
The DCP professionals combine extensive local knowledge and contacts with
expertise gained at some of the world's leading financial institutions. They
specialise in providing capital to rigorously selected real estate developments
in Southeast Europe by joint venturing with local developers. For every
development, DCP partners with an international and sophisticated network of
operators, designers, master-planners, marketing agents and financial
institutions.
Dolphin Capital Investors
DCI has closed investments in nine projects, namely Kilada Hills Golf Resort,
Scorpio Bay Resort, Apollo Heights Polo Resort, Amanmila Resort, Lavender Bay
Golf Resort, Sitia Bay Golf Resort, Seascape Hills Resort, Livka Bay Resort and
Rebranded Hotels, committing a total of €272 million in 15 months since its
Admission to AIM in December 2005. This transaction brings Dolphin's total
investments to date to €368 million and total commitments to €517 million.
DCI's investment objective is to provide shareholders with strong capital growth
combined with a low risk profile through investing in early-stage sophisticated
leisure-integrated residential resort developments in Southeast Europe in
partnership with leading developers and operators.
This information is provided by RNS
The company news service from the London Stock Exchange