Q3 2010 NAV Announcement and

RNS Number : 4733X

Dolphin Capital Investors Limited

07 December 2010

 



7 December 2010

DOLPHIN CAPITAL INVESTORS LIMITED

("DCI" or "Dolphin" or "the Company" and together with its subsidiaries "the Group")

Q3 2010 NAV Announcement and Trading Update

Dolphin Capital Investors Limited, a leading global investor in the residential resort sector in emerging markets and the largest real estate investment company listed on AIM by Net Asset Value ("NAV"), is pleased to announce its NAV as at 30 September 2010 and provide an update on operational progress.

Operating Highlights since the Half Yearly Report issued on 21 September 2010:

ADVANCED PROJECTS:

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

o  Construction works at the Aman at Porto Heli, the first phase of the Porto Heli Collection, are progressing on schedule, with the completion of the Aman hotel expected by the end of 2011.

o  The first two hotel pavilions were completed and furnished in October, and the final inspection by Aman Resorts and the project's architect, Ed Tuttle, was completed successfully.

o  Construction permits were issued for four more Aman Villas, three of which represent the predefined Aman Villas linked to the Archimedia Holdings Ltd ("Archimedia") agreement executed on 20 September 2010 for the sale of a 14.29% stake in the Aman at Porto Heli. With these permits now in place, the transaction can proceed to completion.

o  The drawdown of the first €4.9 million from an interim facility linked to the €33 million construction loan relating to the development of the Aman at Porto Heli has been signed and will be applied to refund the construction costs incurred by Dolphin thus far. The 13-year term construction facility has a grace period on principal for the first three years, a margin of 550 basis points over the six-month Euribor and is secured with mortgages against the project land. The facility does not include any financial or performance covenants and, as such, its debt service will be initially guaranteed by Dolphin, a position that will be reviewed annually based on the progress in executing the business plan. The Company remains in discussions with regard to the balance of the €50 million originally approved facilities for the Porto Heli Collection, which are expected to be obtained as the project progresses.

·    Venus Rock Golf Resort ("Venus Rock" - www.venusrock.com)

o  Infrastructure works at Venus Rock are progressing on schedule and preparations are advancing for the commencement of the construction of the second golf course and the renovation of the existing one.

o  The final designs for the issue of the construction permit for the project's desalination plant, which is expected to have a production capacity of 15,000 tons of potable water per day, have been submitted and are under review. Once the desalination construction permit is issued, Venus Rock will proceed with obtaining the required authorizations for the delineation and separation of the project's 714 new golf lots, which will clear the way for the commencement of marketing and sales.

o  An additional €4.7 million was drawn from the €50 million construction loan facility which has been obtained for the project, bringing the total loan proceeds invested in the construction of Venus Rock so far to €7.1 million. The 13-year term facility has a grace period on principal for the first three years, a margin of 475 basis points over the six-month Euribor and is secured with mortgages against the project land.

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

o  Dolphin has reached an agreement with Aman Resorts to consolidate the Aman and golf phases of the project by relocating the Aman hotel and villas into the golf course area to develop the first Aman golf-integrated resort in the world. In addition to creating a unique concept and differentiated product for the Caribbean market, this change is expected to improve profitability and facilitate the financing and launch of the project by focusing sales on one phase, reducing infrastructure and construction costs through the consolidation of the leisure components in one location, and allowing Dolphin to benefit from the upside on the additional freed-up seafront area.

o  The cost of fully developing the above mentioned phase is c. $50 million over a period of three years. As a first step to financing the development, Dolphin Capital Holdings Seven Ltd., the project's BVI holding company, is intending to issue $20.5 million of unsecured five-year convertible bonds (the "PG Bonds") with a 7% coupon payable semi-annually. The PG Bonds will be guaranteed by DCI. The PG Bonds could be redeemed at the option of the bond holders and such proceeds satisfied by the transfer of Aman lots at conversion prices ranging between $1.75 million to $3 million per lot, which would constitute an estimated 40% discount to their retail sales values. Alternatively, the PG Bonds may be converted into DCI shares at a 25% premium to the mid-market trading price at the relevant date that investors in the PG Bonds enter into subscription agreements for the PG Bonds with a minimum conversion value of 60p. Each of Archimedia, the company chaired by John Hunt which invested in the Aman at Porto Heli, Fortress Partners Securities LLC ("Fortress Partners") and the Company's Investment Manager, has entered into a conditional subscription agreement to acquire $10 million, $10 million and $0.5 million of the PG Bonds respectively. The relevant conditional subscription agreements were executed on 6 December 2010. Completion of the various subscriptions is subject to the satisfaction (on or before 28 February 2011) of a number of material pre-conditions including, amongst others:

-    the agreement of a convertible bond instrument in a form acceptable to DCI and the subscribing investors;

-    the approval by DCI shareholders of the potential allotment of new DCI shares at a discount to NAV per share on conversion of the PG Bonds;

-    no material adverse change occurring in the financial position or prospects of Dolphin Capital Holdings Seven Ltd and/or DCI; and

-    in the case of the subscription by Fortress Partners or its designated affiliate, Fortress Partners having concluded that there are no tax, legal or regulatory impediments with respect to its subscription for the PG Bonds.

o  Further bonds issued on similar terms to further finance the development costs of Playa Grande and/or Pearl Island may be made available to selected existing DCI shareholders on a discretionary basis.

o  The remaining amounts towards the entire development costs are expected to be generated mainly from asset-backed bank loans that are under negotiation and pre-sales of villas.

·    Pearl Island (www.pearlisland.com)

o  The last outstanding payment to its 40% local partner, Grupo Eleta, amounting to $10.2 million for the acquisition of a 60% stake in Pearl Island, which was due on 28 September 2010, was restructured. The Company made a cash payment of $2.5 million to Grupo Eleta on 3 October 2010 and further deferred the payment of the balance at an interest rate of LIBOR plus 4% p.a. until 28 March 2011, at which time this could be paid through a combination of Dolphin's shares and/or cash at the Company's discretion.

o  Dolphin and Grupo Eleta, have agreed a term sheet for a $15 million loan facility for the development of the main leisure components of the first ("Founders") phase of the project with a regional bank. The Founders phase is planned to include the main facilities needed to establish the is island as a destination - such as a beach club, recreation centre, 40-berth marina, private airstrip, a limited number of show houses and relating infrastructure and utilities works - and has an estimated aggregate development cost of $45 million. The finalization of the financing terms is pending and will follow the completion of the syndication process undertaken by the arranging bank. Proceeds from this construction facility, together with pre-sales and/or equity or convertible debt issues at the project level, will be used to finance the construction.

o  Preparations for the more active marketing of the Founders' phase are underway and are expected to be completed in December 2010.

OTHER PROJECTS

·    The Environmental Impact Study, a major milestone in the permitting process, for an 82-room hotel in Triopetra, an 11 hectare beachfront site on southern Crete, was approved on 24 November 2010.

Sales update since the Half Yearly Report issued on 21 September 2010:

Dolphin has executed €13.3 million of sales since the last trading update. This figure is made up of:

·    €12.9 million from the sale of 65 homes and plots by Aristo from September to November 2010, an increase of 70% and 21% respectively, compared to the same period last year. These include:

o  The sale of 12 residential lots in Paphos and Larnaca

o  The sale of an entire building comprising of 15 apartments in the area of Limassol to a single foreign investor for €4 million

·    €0.4 million from the sale of two units at LaVanta in Turkey (Mediterra Resorts, www.mediterraresorts.com).

The above sales proceeds represent a premium to the latest independent valuation by Colliers and a multiple to Dolphin's acquisition cost.

Negotiations for further asset sales are continuing.

Aristo Developers plc ("Aristo")

Aristo remains on track to meet its sales and cash targets for 2010. New initiatives have been undertaken to boost sales, including re-launching the 30% discount scheme for certain "key ready" available properties, while strategic steps are being made for the company to strengthen its position in the Iranian and Chinese markets. It is important to note that, during this period, Aristo has recorded the first sales to Chinese, Egyptian and French nationals.

Financial Highlights:

·      Total NAV of €1.318 billion and €1.193 billion before and after deferred income tax liabilities ('DITL') respectively, representing a decrease of €15 million (1.1%) and €17million (1.4%) respectively from 30 June 2010. The decrease is mainly due to the weakening of the dollar versus the Euro during Q3 which affects the valuation of Playa Grande and Pearl Island. This position has been reversed so far in Q4 2010.

·      NAV per share as at 30 September 2010 before DITL of 181p and after DITL of 164p. This represents an increase of 5.1% and 4.8% respectively versus 172p and 156p respectively, as at 30 June 2010, mainly due to the appreciation of the Euro versus Sterling during the quarter.

·      The NAV reported as at 30 September 2010 is primarily based on 30 June 2010 property valuations, with the exception of some small components of the PHC and Aristo, which were revalued moderately upwards to reflect permitting advances achieved during the period. The next full independent portfolio valuation will be performed as at 31 December 2010.

·      Balance sheet remains robust:

o  Gross Assets of €1.841billion

o  No bank debt at Company level^*

o  Group cash balance of circa €33 million as at 7 December 2010

o  Group debt to asset value ratio remains low at 21%

o  €347 million or circa 90% of all Group debt held within Aristo and comprising primarily long-term asset-backed loans. 

^* other than the guarantee on the construction facility for the Aman at Porto Heli, which currently stands at €4.9 million

Change of Custodian:

The Company was informed on 19 October 2010 by its Custodian, Anglo Irish Bank Corporation International Plc ("AIBC"), that AIBC had decided to withdraw from the custody business and that it had negotiated an outsourcing agreement with Capital International Limited ("CIL") effective from 1 October 2010 to take over the daily operational activity.

Following this development, the Company has decided to appoint CIL as its Custodian. The address and registered office for CIL are the following:

Capital International Limited

Capital House

Circular Road

IM1 1AG

Douglas

Isle of Man

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

"In the last three months we have progressed the funding of the first phases of Playa Grande and Pearl Island which, together with those of Porto Heli Collection and Venus Rock which are already funded, have the potential, based on our estimates, to generate profits in excess of €500 million. We are also pleased that the first hotel pavilions of the Aman at Port Heli have been completed ahead of schedule and will now act as a showcase of the level of quality and design aesthetics achieved by our designers and project management teams."

Conference call for analysts and investors

There will be a conference call at 9 am (UK time) on Tuesday 7 December 2010 which can be accessed by the following dial-in numbers:

International dial-in:        [phone]

Pin:                              27595377

When prompted for a password by the operator, please state "Dolphin Q3 NAV Announcement".

 For further information, please contact:

Dolphin Capital Partners Miltos E. Kambourides Pierre A. Charalambides Katerina G. Katopis	[e-mail]   [e-mail] [e-mail]
Panmure Gordon (Broker) Richard Gray / Dominic Morley / Andrew Potts	[phone]
Grant Thornton Corporate Finance (Nominated Adviser) Philip Secrett Fiona Kindness	[phone]
Financial Dynamics, London Stephanie Highett Will Henderson Olivia Goodall	[phone] [e-mail] [e-mail] [e-mail]

Notes to Editors

Dolphin is a leading global investor in the residential resort sector in emerging markets and the largest real estate investment company 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 establishing sophisticated leisure-integrated residential resorts.

Since its inception in 2005, Dolphin has raised €884 million, 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.

In April 2007, Dolphin acquired Aristo Developers plc, one of the largest holiday home developers in south-east Europe. This enabled Dolphin to combine its real estate investment expertise with Aristo's leading development experience and local market knowledge.

Dolphin's portfolio is currently spread over 63 million m² of prime coastal developable land and comprises 13 large-scale, leisure-integrated residential resorts under development in Greece, Cyprus, Croatia, Turkey, Dominican Republic and Panama and more than 60 smaller holiday home projects through Aristo in Cyprus and Greece.

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

- ENDS -

 

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