Interim Results (amended)
Dolphin Capital Investors Limited
18 August 2006
The following amendments have been made to the 'Interim Results' announcement
released today at 07:00 under RNS No 8208H.
Small changes have been made to the Highlights section.
All other details remain unchanged.
The full amended text is shown below.
August 18th 2006
Dolphin Capital Investors Limited (DCI.L)
Interim Results for the period ended June 30th 2006
Dolphin Capital Investors, the first company investing in residential resort
developments in south east Europe (principally Greece, Cyprus, Turkey &
Croatia), announces its maiden results for the period ended June 30th 2006.
Highlights
• The company was admitted to AIM in Dec 2005 as the first investment fund
dedicated to residential resorts in the south east Mediterranean at a price
of €1.00 (68p) raising €104m
• Profit before tax since incorporation on June 7th 2005 was €60.9m
• In six months to June 30th 2006, it completed the acquisition of three
investments committing a total of €70.2m of which €67.0m was invested.
• After deducting minorities, the company's share of these developments
represents a value of €138.8m, substantially ahead of expectations at the
time of Admission.
• A further two investments were completed in July thus committing a total of
€91m of the €109m raised (€5m seed capital pre listing and €104m from AIM
listing).
• The company has identified a substantial pipeline of further potential
investment opportunities, and is currently at advanced negotiation stages
for new investments which would require over €200 million of additional
capital. The company's rate of sourcing and executing investments has been
considerably ahead of initial forecasts.
• A valuation produced by Colliers International at June 30th indicated an
NAV of €1.73 (119p) before founding shareholder warrants and deferred
income tax liabilities, of €1.55 (107p) after founding shareholder warrants
and before deferred income tax liabilities, and of €1.34 (93p) after
founding shareholder warrants and deferred income tax liabilities.
• As of June 30th 2006, the share price had risen 32% since Admission.
Outlook
• As the region continues to demonstrate strong economic growth and a
steadily increasing appeal to tourism, the demand for leisure integrated
second or holiday homes is increasing whilst the supply remains limited.
• Dolphin's demonstrated record and first mover's advantage offer the
potential of continuing strong growth and capital appreciation.
Contacts:
Dolphin Capital Investors www.dolphincp.com
Miltos E Kambourides +30 210 3614 255
miltos@dolphincp.com
Pierre A Charalambides +30 210 3614 255
pierre@dolphincp.com
Adventis Financial PR 020 7034 4765
Peter Binns 020 7034 4760 / 07768 392 582
pbinns@adventis.co.uk
Chris Steele 020 7034 4759 / 07979 604 687
csteele@adventis.co.uk
Annabel Loveluck 020 7034 4756 / 07817 729 778
aloveluck@adventis.co.uk
Interim Period Milestones
> Summer 2005 - Dolphin Capital Investors ('Dolphin') is capitalised with €5m
of seed capital
> 8 December 2005 - Dolphin completes its admission to trading on AIM raising
an additional €104 million via a placing with institutional investors. The
issue price at admission was 68p
> 23 January 2006 - Dolphin commits €23 million to Kilada Hills Golf Resort,
probably the first golf-integrated residential resort to be developed in
Greece
> 11 April 2006 - Dolphin commits €9.5 million to Scorpio Bay Resort, a
master-planned leisure-integrated residential resort near Athens and an
additional amount of €22 million for the expansion of Kilada Hills Golf
Resort
> 19 May 2006 - Dolphin commits €15.7 million to Apollo Heights Polo Resort,
the first polo-integrated residential resort to be developed in Cyprus
> 19 July 2006 - Dolphin commits €5 million to Amanmila Resort, most likely
the first villa-integrated Aman resort to be developed in Europe
> 31 July 2006 - Dolphin commits €15.9 million to Lavender Hills Resort, a
golf-integrated resort to be developed in the area of Volos, Greece
> 31 July 2006 - Dolphin's commitments to Projects reach an aggregate of
€91.1 million of which €68.8 million has already been invested. In
addition, over €200 million of new investments are in advanced
negotiations.
> As of 30 June 2006, the NAV per share of the Company was:
• 119p (€1.73) before founding shareholder warrants and deferred income
tax liabilities*
• 107p (€1.55) after founding shareholder warrants and before deferred
income tax liabilities*
• 93p (€1.34) after founding shareholder warrants and deferred income
tax liabilities*
* For the NAV calculation as of 30 June 2006, only Kilada Hills Golf Resort,
Scorpio Bay Resort and Apollo Heights Polo Resort have been taken into account.
The GBP/Euro exchange rate as of that date was 0.692. Accounting for deferred
income tax liability is an IFRS reporting requirement.
Chairman's Statement
Introduction
I am pleased to report an extremely satisfactory performance for the first
reporting period.
Since its admission to trading on AIM on 8 December 2005, Dolphin Capital
Investors ('Dolphin' or the 'Company') has performed well ahead of its
investment plan. Being the pioneer investment fund in the residential resort
sector in south-east Europe, Dolphin has acquired some outstanding sites in the
region at very attractive prices and is planning to develop high-end exclusive
residential resorts to meet the rapidly growing demand. The total funds raised
of €109 million are now almost fully committed following the closing of three
investments as of 30 June 2006 and the signing of two additional investments
during the month of July 2006. Furthermore, a highly attractive project pipeline
has been identified and progressed.
As of 30 June 2006, Dolphin's share price has recorded a 32% uplift since its
admission to trading on AIM, considerably above the Company's peer group.
Dolphin's NAV after founding shareholder warrants and before deferred income tax
liabilities as of 30 June 2006 was 107p (€1.55) per share while the NAV after
founding shareholder warrants and deferred income tax liabilities as of 30 June
2006 was 93p (€1.34) per share (versus the 68p or €1 issue price in December
2005) demonstrating Dolphin's ability to create immediate value for
shareholders.
The natural beauty of south-east Europe combined with the limited supply of
premium-quality second-home developments in the region, create a very compelling
investment environment for the Company.
Furthermore, the strong execution skills of Dolphin Capital Partners ('DCP' or
the 'Investment Manager'), who have proven to be a most efficient and dynamic
team, provide a very positive background to the future prosperity of the
Company.
Andreas N Papageorghiou
Chairman
Dolphin Capital Investors
Investment Manager Report
Introduction
Dolphin Capital Investors ('Dolphin' or the 'Company') is the first investment
company to focus exclusively in residential resort developments in south-east
Europe. The Company takes advantage of:
• the growing tourism industry in the region;
• the limited supply that currently exists in the market; and
• its first mover advantage in the region coupled with the high barriers to
entry for other foreign investors.
Since its admission to trading on AIM on 8 December 2005, Dolphin has proven to
be successful in sourcing, signing and closing exclusive transactions and has
positioned itself in the market as the leading investor for residential resort
developments in south-east Europe. The Company has almost fully committed the
total funds raised at admission, has closed three major deals as of 30 June 2006
and has signed two more during the month of July 2006. As a result, as of the
end of July 2006 Dolphin has committed €91 million to projects of which €69
million has been invested. Furthermore, a pipeline of very attractive
prospective opportunities has been identified, with a number of them already at
advanced negotiation stages whereby over €200 million of additional capital
could be committed to projects in the near term.
Regional Tourism Market
The tourism industry in south-east Europe continues to show strong growth
prospects supported by improvements in infrastructure, changes in legislation to
facilitate large-scale investments in the tourism sector and increased economic
stability in the region.
The recent strong macroeconomic performance of Dolphin's targeted countries,
combined with their positive economic outlook, reinforces the prospects of
further market growth.
Greece maintained its leadership position within the Eurozone as the
fastest-growing economy for the past 11 years in terms of GDP growth and boasts
a strong tourism market and modern infrastructure after the Athens 2004
Olympics. Tourist arrivals grew to 16 million in 2005 (13% increase over 2004)
and further increases are expected for 2006. New legislation is expected to
further facilitate the creation of large-scale golf-integrated residential
resorts. Dolphin is already well positioned in this market having already closed
a total of four investments in Greece and having progressed a very attractive
investment pipeline covering all strategic locations for development within the
country.
Cyprus has continued the fiscal discipline necessary to meet its goal of
adopting the euro currency on 1 January 2008 and has the most mature second home
market in the south-east European region. The country has already witnessed the
successful development of Aphrodite Hills, the region's first completed
golf-integrated residential resort. In addition, recent changes in legislation
are expected to enable the development of an additional 11 golf-integrated
residential resorts in the country. This new legislation provides a building
coefficient of up to 100,000 buildable m2 of real estate to potential golf
developments over land sites exceeding 100 hectares that meet certain
predetermined development criteria. Dolphin has already closed its first
investment in Cyprus, Apollo Heights Polo Resort, and is negotiating investments
in a selected number of new golf-integrated residential resorts expected to come
to market over the next two years.
Turkey advances its negotiations with the EU initiating a reform process that is
expected to drive economic growth going forward. The country remains an
affordable and attractive tourism destination with a number of golf course
resorts already developed. The country's tourism industry has recently
experienced unprecedented growth, with tourist arrivals for 2005 reaching 21
million, a 22% increase over 2004. There are currently more than 20 golf courses
in southern Turkey alone and many more have been announced. The government has
been a strong supporter of golf courses and residential developments and has
established favourable zoning laws. Dolphin is reviewing a number of projects
that are being planned in this country.
Croatia is in the mature stages of its path to full accession into EU and its
tourism sector has seen considerable growth in the past few years, especially
since the country's candidacy for the European Union. Tourist arrivals in 2005
reached 10 million representing an increase of 8% over 2004. The incoming fiscal
and legislative reforms are expected to improve the investment market and to
attract further foreign investors. Dolphin is evaluating a number of
opportunities in the country, which remains untapped in terms of upscale
residential resorts.
Current Investments
To date, Dolphin has closed investments in a total of five projects. Four of
these projects, namely Kilada Hills Golf Resort, Scorpio Bay Resort, Apollo
Heights Polo Resort and Amanmila Resort, are part of the six investments
presented within the Prospective Investment Portfolio section of the Company's
admission document published in December 2005. The one additional investment,
namely Lavender Hills Golf Resort, was sourced post-admission.
The two other investments from the Prospective Investment Portfolio remain under
review but have not been brought to closure for separate reasons: the site for
Kyparissia Bay Resort falls under the Natura 2000 regime and consequently the
planning risk remains relatively high, while, regarding Artemis Hills Resort,
Dolphin is not comfortable with the minority position and the terms of the
investment.
All five closed investments aspire to be the first residential resorts of their
kind in their respective markets. Dolphin's capital commitments to and
investments in each project are summarised below.
Project Size DCI Capital Capital
(hectares) Shareholding Committed (€ m) Invested (€ m)
Kilada Hills Golf Resort, Greece 200 85% 45.0 45.0
Scorpio Bay Resort, Greece 172 51% 9.5 9.5
Apollo Heights Polo Resort, Cyprus 462 64% 15.7 12.5
Amanmila Resort, Greece 200 25%-50% 5.0 -
Lavender Hills Golf Resort, Greece 292 85% 15.9 1.8
Total 1,326 91.1 68.8
Kilada Hills Golf Resort
Dolphin has committed and invested a total of €45 million for an 85% stake in
Kilada Hills Golf Resort, a high-end master-planned golf-integrated residential
resort to be developed in Peloponnesus, Greece.
The Kilada Hills Golf Resort is located within two hours' driving distance from
Athens in the area of Porto Heli, one of the most upmarket second home
residential areas in Greece. The resort is planned to comprise a brand-name
luxury hotel, more than 400 residential units, an 18 hole golf course, marina,
beach club and other leisure activities spread over more than 200 hectares of
land. With most of the key development permits already in place for the first
phase of the resort including the golf course and the hotel, construction is
expected to begin in the first half of 2007, positioning Kilada Hills as the
first golf-integrated residential resort to come to market in Greece.
With the €45 million invested, the local project company has acquired total land
of approximately 200 hectares: 80 hectares on which construction permits are
about to be finalised; approximately 120 hectares adjacent land to be permitted;
and an on-going development of 10 premium sea front villas under construction.
Since the closing of the transaction, in addition to the permit progress, the
project company has advanced its negotiations with world-class signature golf
designers and resort operators and expects to make appointments before the end
of the year.
Dolphin's 15% partner in Kilada Hills Golf Resort is G.R. Golfing, a development
company led by Mark Potiriadis who has extensive international development
experience and in-depth Greek market knowledge.
Scorpio Bay Resort
Dolphin has committed and invested a net amount of €9.5 million for a 51% stake
in Scorpio Bay Resort, a master-planned leisure-integrated residential
development in the region of Skroponeri, Greece. Scorpio Bay Resort is situated
one hour's drive from Athens International Airport and when developed, will
probably be the closest seaside residential resort to the Greek capital.
The resort's site represents a mountainous peninsula of unspoilt natural beauty
with approximately 2 km of sea frontage overlooking a secluded bay and the
island of Evoia. The resort is expected to comprise a luxury hotel integrated
with a residential development and sea related leisure activities. The
master-planning process has been initiated and the permitting process is
expected to last two to three years.
Dolphin's 49% partner in the resort is Egnatia Insurance, a Greek insurance
company. The investment terms for Dolphin have been improved since the deal was
announced on 22 April 2006 and Dolphin has restructured the purchase of the land
in order to now own a controlling 51% of the project instead of 50%.
Specifically, in back-to-back transactions, on 30 June 2006 Dolphin: (i)
acquired the site for a total cost of €20.5 million, (ii) funded the project
company with €0.5 million, (iii) sold 49% of the project company to Egnatia
Insurance for €18 million and (iv) entered into a loan agreement to provide
Egnatia Insurance with a €6.5 million loan at an 8% interest cost for a maximum
period of 1 year. The loan is secured against Egnatia Insurance's 49%
shareholding in the project, and in the event that it is not repaid within 12
months, the Company has the right to obtain 100% of the project. Once the loan
has been repaid, Dolphin has a commitment to contribute €6.5 million to the
project company to fund the initial phase of the project's development. The new
structure resulted in a total cash outlay of €27.5 million and cash receipts of
€18 million, resulting in a net investment for Dolphin so far of €9.5 million.
Apollo Heights Polo Resort
Dolphin has committed a total of €15.7 million for a 64.3% stake in Apollo
Heights Polo Resort (€12.5 million of which has already been invested to acquire
the land), the first polo-integrated residential resort in Cyprus.
Apollo Heights Polo Resort is located between the cities of Paphos and Limassol
and is accessible in less than an hour from both of the island's international
airports. The resort is intended to develop into a premier master-planned
residential resort integrated with polo, equestrian and potentially golf
facilities on a wholly owned site of approximately 462 hectares.
The resort's site offers excellent views of the sea, the mountains and
neighbouring villages and is adjacent to a number of polo fields and an 18-hole
golf course. These fields are the only polo grounds on the island and home to
the Cyprus Polo Club. The master-planning process has been initiated to enable
the project company to submit for planning permission, which is expected to be
granted within the next three years.
Dolphin is investing €15.7 million of capital to fund the land acquisition and
the permitting process as follows:
• €12.2 million was paid upon completion of the transaction,
• €3.5 million will be paid gradually to fund the permit and design process
of the project (of which €350,000 has already been paid).
As of 30 June 2006, Dolphin had acquired a 59% shareholding in Apollo Heights
Polo Resort. Following the full investment of €15.7 million, Dolphin's share in
Apollo Heights Polo Resort will be increased to 64.3%.
The local partners of Dolphin have pioneered the game of polo in Cyprus and
possess significant experience relating to leisure-integrated real estate
developments on the island.
Amanmila Resort
On 19 July 2006 Dolphin committed a total of €5 million for a 25% stake in
Amanmila Resort, most likely Europe's first villa-integrated Aman Resort, on the
island of Milos, in the Cyclades, Greece. Amanmila Resort will be located on an
unspoilt peninsula of approximately 200 hectares with 5 km of shoreline and with
its own natural harbour. The resort, to be developed over a 65 hectare site,
will comprise a 40-room Aman hotel together with 40 Aman villas and will be
positioned at the top end of the hotel and real estate market. The remaining sea
front land of the peninsula (approximately 135 hectares) will be owned by a
joint venture between Dolphin and S&B Industrial Minerals (Greece's largest
mining company), thereby allowing Dolphin to own a larger land site than
originally presented in the Dolphin admission document published in December
2005.
Dolphin is jointly developing the resort with three other equal partners: Aman
Resorts - the world's most exclusive resort operator; John Heah - award winning
architect; and S&B Industrial Minerals. The €5 million commitment is intended to
fund Dolphin's share of the land acquisition and the first phase of the resort's
development. The permitting process has been initiated and construction is
expected to begin in two years.
Lavender Hills Golf Resort
On 31 July 2006 Dolphin committed a total of €15.9 million and invested €2
million to date to obtain an 85% stake in Lavender Hills Golf Resort, a
golf-integrated residential resort to be developed near the town of Volos,
Greece.
The Lavender Hills site, situated in the region of Thessalia, at the mouth of
Pagasitikos Gulf, represents 292 hectares of unspoilt, undulating hills fronted
by a 2 km beach and surrounded by forest. It is accessible in approximately two
hours' drive from both Athens International and Thessaloniki International
airports. The resort is planned to comprise a hotel, more than 300 residential
units, an 18-hole golf course, marina, beach club and other leisure activities.
The site was acquired from the Church of Greece. Out of the 292 hectares of the
site, 41 hectares are freehold and 251 hectares are leased for 99 years. Only
€1.8 million out of Dolphin's €15.9 million commitment has been paid upfront. An
additional €2 million will be allocated to progress the resort's design and
permit process with the remaining €12.1 million being paid in 5 years subject to
all required permits having been obtained.
Dolphin's total commitment of €15.9 million for the 85% stake in Lavender Hills
Golf Resort will cover the cost of the freehold land, the leasehold payments for
the first 5 years, the permit and design expenses and all related closing costs.
The planning application has already been filed and construction is expected to
begin in 24 months.
Dolphin's 15% partner is G.R. Golfing, who is also the Company's partner in
Kilada Hills Golf Resort, Dolphin's most advanced project to date.
Additional Project Pipeline
The potential in the targeted regions remains very strong. Dolphin has created
an extensive pipeline of very attractive and sizeable investment opportunities.
In line with the Company's investment strategy, the focus remains on Greece and
Cyprus; penetration into Croatia and Turkey is planned for within the next 12
months where Dolphin has already progressed discussions with a number of
projects.
From the project pipeline, Dolphin is currently at advanced negotiation stages
for additional investment opportunities which would require over €200 million of
additional capital.
Financial Overview
Dolphin's financial performance since admission to trading on AIM reflects the
Company's ability to execute ahead of its investment plan and the continuing
emergence of the south-east European residential resort market.
As of 30 June 2006, the uplift in the value of Dolphin's investments from the
Prospective Investment Portfolio section of the Company's admission document
published in December 2005 was €71.8 million (for further explanations please
see Valuation section below), which resulted in the full award of the Founding
Shareholder Warrants and the issuing of 12.5 million new common shares, subject
to the founding shareholders exercising their warrants. The Founding
Shareholder Warrants entitle Dolphin's Founding Shareholders to subscribe, at
€0.01 per Common Share, for such number of Common Shares (capped at 12.5 million
Common Shares) which when multiplied by the placing price of 68 pence (€1.00)
equals 50 per cent. of the difference between the market value of the Company's
legal interests in the Prospective Investment Portfolio at acquisition and its
cost of investment. 20% of the Founding Shareholder Warrants have been awarded
to the Investment Manager.
The Company's first Net Asset Valuation ('NAV') was calculated as of 30 June
2006 and the results are summarised below after and before Founding Shareholder
Warrants and Deferred Income Tax Liabilities ('DITL').
NAV metric € GB£
Total NAV before DITL ('000) 188.2 130.1
Total NAV after DITL ('000) 163.0 112.7
NAV/Share Before Founding Shareholder Warrants and DITL €1.73 119p
NAV/Share After Founding Shareholder Warrants and before DITL €1.55 107p
NAV/Share After Founding Shareholder Warrants and DITL €1.34 93p
Using GBP/Euro exchange rate of 0.692 as of 30 June 2006
It should be noted that the NAV calculation only includes investments made as of
30 June 2006, namely Kilada Hills Golf Resort and Scorpio Bay Resort in Greece
and Apollo Heights Polo Resort in Cyprus. We expect the trend in NAV growth to
continue, as a result of the following factors:
• The inclusion of Amanmila Resort and Lavender Hills Golf Resort in
Dolphin's NAV;
• The closing of additional attractive investment opportunities from the
pipeline that are currently being negotiated;
• The progress with the planning and permitting process for each site;
• The increase in the shareholding of Apollo Heights Polo Resort as Dolphin
funds its remaining commitment;
• The conclusion of additional land notarial pre-contracts that have been
signed by the Kilada Hills Golf Resort project company.
It should also be noted that the reported deferred income tax liability of €25.1
million is based on the current fair market value of the land acquired and will
only materialise if the land is sold 'as is' by the project companies. In the
event of a land sale, however, Dolphin intends to sell the shares of the holding
SPVs and not the land itself in which case the deferred income tax liability
will not materialise. As such, the Investment Manager considers the NAV before
deferred income tax liability to be a more representative figure.
Valuation
Colliers International undertook a valuation of the acquired sites to determine
their Fair Asset Value and in turn the Net Asset Value of the Company as at 30
June 2006. This valuation was prepared in accordance with generally accepted
appraisal standards, as set out by the American Society of Appraisers (the
'ASA'), and in conformity with the Uniform Standards of Professional Appraisal
Practice of the Appraisal Foundation and the Principles of Appraisal Practice
and Code of Ethics of the ASA and RICS (the 'Royal Institute of Chartered
Surveyors'). Furthermore, the valuation was conducted on an 'as is condition'
and on an open market comparative basis.
In determining the fair market value of the Company's investments (namely Kilada
Hills Golf Resort, Apollo Heights Polo Resort and Scorpio Bay Resort), the
direct sales comparison approach for non-permitted ('as is') land was used in
isolation. Only with respect to the part of the land within Kilada Hills Golf
Resort for which a number of permits have already been granted, the income and
cost approaches were employed to provide validation support to the direct sales
comparison approach. The direct sales comparison, income and cost valuation
approaches are summarised in Appendix A.
The fair market value of these investments as of 30 June 2006, assuming a 100%
ownership basis, has been valued by Colliers International at €184.5 million.
After deducting Minority Interests of €45.7 million, Dolphin's share of that
represents a valuation of €138.8 million versus an investment of €67 million.
This represents an uplift of €71.8 million which is higher than anticipated by
the Investment Manager at the time of admission to trading on AIM and has
resulted in the full realisation of the Founding Shareholders Warrants.
Based on the consolidated financial statements of the Company as of 30 June 2006
prepared under IFRS, Dolphin's:
• Current assets are €55.6 million (excluding inventories of €19.9 million
which have been included in the investments fair market values). This
includes a cash balance of €45.9 million, of which approximately €9 million
has already been invested in project companies, leaving €36.9 million for
further investment at the Company level.
• Total Liabilities are €31.4 million, of which €25.1 million refer to
deferred income tax liabilities (which, as mentioned above, is believed to
be unlikely to materialise as the exit of investments is expected to be
realised by selling the shares of the holding SPVs and not the land
itself).
Accordingly, Dolphin's Net Asset Value on a fully diluted basis and after
deferred income tax liabilities as of 30 June 2006 was €163.0 million, which
implies a Net Asset Value before deferred income tax liabilities of €188.2
million versus the €109 million total funds raised at admission to trading on
AIM in December 2005.
The entire consolidation and reporting process has been reviewed and approved by
KPMG, the Company's auditors.
Looking Ahead
Since its admission to trading on AIM in December 2005, Dolphin has successfully
established itself as the leading investment company for the residential resort
sector in south-east Europe and has almost fully committed its existing funds.
Following a very productive first half of the year, Dolphin expects to further
capitalise on its first mover advantage and continue to build its investment
portfolio. Dolphin's existing project pipeline consists of highly attractive
investment opportunities that the Investment Manager believes could generate
strong development and capital returns.
Report on Review of Interim Financial Information
To the Shareholders of Dolphin Capital Investors Limited
We have reviewed the accompanying consolidated balance sheet of Dolphin Capital
Investors Limited (the 'Company') as of 30 June 2006 and the related
consolidated statements of income, changes in equity and cash flows for the
period from 7 June 2005 to 30 June 2006 and a summary of significant accounting
policies and other explanatory notes. Management is responsible for the
preparation and fair presentation of this interim financial information in
accordance with International Financial Reporting Standards. Our responsibility
is to express a conclusion on this interim financial information based on our
review.
We conducted our review in accordance with International Standard on Review
Engagements 2410, 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity'. A review of interim financial information
consists of making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing and consequently does not enable us to
obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe
that the accompanying interim financial information does not give a true and
fair view of the financial position of the entity as at 30 June 2006, and of its
financial performance and its cash flows for the period from 7 June 2005 to 30
June 2006 in accordance with International Financial Reporting Standards.
KPMG
Nicosia, 18 August 2006
Consolidated Income Statement
Note For the period from 7 June 2005 (date
of incorporation) to 30 June 2006
€'000
Gain on disposal of investment 22.3 7,955
Valuation gains on investment property 9 4,175
Total operating profits 12,130
Investment manager fees 7.2 (1,263)
Audit and professional fees (22)
Other expenses 8,19 (425)
Administrative expenses (1,710)
Net operating profit before net financing costs 10,420
Financial income 5 2,083
Financial expenses 5 (9)
Net financial income 2,074
Excess of fair value over cost arising on acquisitions 22 48,386
Profit before tax 60,880
Deferred tax expense 17 (1,070)
Profit for the period 59,810
Attributable to:
Equity holders of the Company 58,296
Minority interest 1,514
Profit for the period 59,810
Basic earnings per share (€) 15 0.53
Fully diluted earnings per share (€) 15 0.48
The notes below are an integral part of these consolidated financial statements.
Consolidated Balance Sheet
Note At 30 June 2006
€'000
Investment property 9 164,553
Property, plant & equipment 10 61
Total non-current assets 164,614
Trading properties 11 19,900
Loans receivable 12 6,500
Trade and other receivables 3,151
Cash and cash equivalents 13 45,916
Total current assets 75,467
Total assets 240,081
Issued share capital 14 1,090
Share premium 14 103,606
Retained earnings 14 58,296
162,992
Minority interest 45,683
Total equity 208,675
Interest-bearing loans 16 4,000
Deferred income tax 17 25,143
Total non-current liabilities 29,143
Trade and other payables 18 2,263
Total current liabilities 2,263
Total liabilities 31,406
Total equity & liabilities 240,081
Net asset value per share 6 €1.495
Net asset value per share (fully diluted) 6 €1.343
The notes below are an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
Share capital Share premium Retained earnings Minority interest Total
€'000 €'000 €'000 €'000 €'000
Balance at beginning of period - - - - -
Minority interest on - - - 44,169 44,169
acquisition
Shares issued in the period 1,090 107,910 - 109,000
Placing costs (4,304) (4,304)
Retained profit for the period - - 58,296 1,514 59,810
Balance at end of period 1,090 103,606 58,296 45,683 208,675
The notes below are an integral part of these consolidated financial statements.
Consolidated Cash Flow Statement
Note for the period from 7 June 2005 (date
of incorporation) to 30 June 2006
€'000
Operating activities
Profit before tax 60,880
Adjustments for:
Excess of fair value over cost arising on acquisitions 22 (48,386)
Gain on disposal of investment 22.3 (7,955)
Valuation gains on investment property 9 (4,175)
Net financial income (2,074)
Operating profit before changes in working capital (1,710)
Increase in trade and other receivables (3,151)
Increase in trade and other payables 2,215
Cash used in operations (2,646)
Interest paid (9)
Realised gains on foreign exchange 892
Interest received 1,191
Cash flows used in operating activities (572)
Investing activities
Acquisition of subsidiaries net of cash acquired 22 (48,883)
Loans receivable 12 (6,500)
Purchase of investment property 9 (20.825)
Proceeds from disposal of investment in subsidiary 22.3 18,000
Cash flows used in investing activities (58,208)
Financing activities
Proceeds from the issue of common share capital 104,696
Cash flows from financing activities 104,696
Net increase in cash and cash equivalents 45,916
Cash and cash equivalents at 7 June 2005 -
Cash and cash equivalents at 30 June 2006 13 45,916
The notes below are an integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
1 The Company
Dolphin Capital Investors Limited was incorporated and registered in the British
Virgin Islands on 7 June 2005.
The initial capital of €5 million was subscribed by the Founding Shareholders
including the Investment Manager.
The Shares of the Company were admitted to trading on the AIM market of the
London Stock Exchange following a placing on 8 December 2005. An additional €104
million was raised as a result of the placing, giving total common shares in
issue of 109,000,000.
2 The subsidiaries
The company has an interest of more than 20% in the following companies:
Country of Percentage of
incorporation Shares held
Dolphin Holdings One Ltd BVI 100
Dolphin Holdings Two Ltd BVI 100
DolphinCI One Ltd Cyprus 100
DolphinCI Two Ltd Cyprus 100
DolphinCI Three Ltd Cyprus 100
DolphinCI Four Ltd Cyprus 100
DolphinCI Five Ltd Cyprus 100
DolphinCI Six Ltd Cyprus 100
DolphinCI Seven Ltd Cyprus 100
DolphinCI Eight Ltd Cyprus 100
DolphinCI Nine Ltd Cyprus 100
DolphinCI Ten Ltd Cyprus 100
DolphinCI Eleven Ltd Cyprus 100
DolphinCI Twelve Ltd Cyprus 100
DolphinCI Thirteen Ltd Cyprus 100
DolphinCI Fourteen Ltd Cyprus 100
DolphinCI Fifteen Ltd Cyprus 100
DolphinCI S&B Holdings Ltd Cyprus 50
Alasia Polo and Country Resort Ltd Cyprus 59
Mind Compass Overseas Ltd Cyprus 85
ScorpioBay Holdings Ltd Cyprus 51
Ionian Hills Development Holdings Ltd Cyprus 95
Mind Compass Parks Ltd Cyprus 100
Cape Trahilas Holdings Ltd Cyprus 50
Cape Trahilas 1 Ltd Cyprus 50
CGH Holdings Ltd Cyprus 59
Symboula Estates Ltd Cyprus 59
MindCompass Overseas One Ltd Cyprus 85
MindCompass Overseas Two Ltd Cyprus 85
Ergotex Services Company Ltd Cyprus 85
Infratran Co Ltd Cyprus 85
Inmerton Co Ltd Cyprus 85
Ntekar Co Ltd Cyprus 85
Normatron Co Ltd Cyprus 85
Detatex Co Ltd Cyprus 85
Trekma Co Ltd Cyprus 85
Mykonian Co Ltd Cyprus 85
Smartek Co Ltd Cyprus 85
Leftran Co Ltd Cyprus 85
Vexodom Co Ltd Cyprus 85
Ionian Hills Resort Ltd Cyprus 95
Scorpio Bay Resorts SA Greece 51
Isle Demilia SA Greece 100
Therissos Hills SA Greece 100
MindCompass Overseas SA Greece 85
MindCompass Overseas Two SA Greece 85
MindCompass Parks SA Greece 100
Cape Trahilas 1 SA Greece 50
Cape Trahilas 2 SA Greece 50
Ionian Hills Resort SA Greece 95
3 Significant accounting policies
The principal accounting policies adopted in the preparation of the consolidated
financial statements are set out below.
The interim report of the Company for the period from 7 June 2005 to 30 June
2006 comprises the Company and its subsidiaries (together referred to as the
'Group').
The interim report was compiled by the Administrator and authorised for issue by
the Directors on 18 August 2006.
3.1 Basis of presentation
These financial statements have been prepared in accordance with International
Financial Reporting Standards ('IFRS'). Management has concluded that the
report fairly represents the entity's financial position, financial performance
and cash flows. The Company's financial statements are denominated in Euros (€).
3.2 Property Valuation and Reporting Policy
The Directors have appointed Colliers International, an internationally
recognised firm of surveyors to conduct a valuation of the Company's acquired
sites to determine their Fair Asset Value and in turn the Net Asset Value of the
Company as at 30 June 2006. This valuation was prepared in accordance with
generally accepted appraisal standards, as set out by the American Society of
Appraisers (the 'ASA'), and in conformity with the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation and the Principles
of Appraisal Practice and Code of Ethics of the ASA and RICS (the 'Royal
Institute of Chartered Surveyors'). Furthermore, the valuation was conducted on
an 'as is condition' and on an open market comparative basis.
Following the completion of Collier International's valuation, all Dolphin's
subsidiary accounts have been consolidated at the BVI level (where the Company
is incorporated) according to IFRS. On the basis of this consolidation, Anglo
Irish Fund Services Limited, the administrator has prepared the interim
financial statements, which have been approved by the Board, and has calculated
the Company's net asset value.
3.3 Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies as at the date
of these financial statements are translated to € at exchange rates prevailing
on that date. Realised and unrealised gains and losses on foreign currency
transactions are charged or credited to the income statement as foreign currency
gains and losses. Expenses are translated into € based on exchange rates on the
date of the transaction.
3.4 Investment property
Investment properties are those which are held either to earn rental income or
for capital appreciation or both. Investment properties are stated at fair
value. Any gain or loss arising from a change in fair value is recognised in the
income statement.
A property interest under an operating lease is classified and accounted for as
an investment property on a property-by-property basis when the Group holds it
to earn rentals or for capital appreciation or both. Any such property interest
under an operating lease classified as an investment property is carried at fair
value.
3.5 Property, plant & equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses. Depreciation is charged to the income statement on a
straight-line basis over the estimated useful lives of items of property, plant
and equipment. Freehold land is not depreciated. The annual rates of
depreciation are as follows:
Buildings 4%
Motor vehicles 20%
3.6 Trading properties
Trading properties (inventory) are shown at lower of cost and net realisable
value. Net realisable value is the estimated selling price in the ordinary
course of the business less the estimated costs of completion and the estimated
costs necessary to make the sale.
Cost of trading properties is determined on the basis of specific identification
of their individual costs and represents the fair value paid by the Group at the
date that the land was acquired by the Group.
3.7 Deposit interest
Deposit interest is accounted for on an accruals basis.
3.8 Cash and cash equivalents
Cash and cash equivalents comprise cash deposited with banks and bank overdrafts
repayable on demand.
3.9 Revenue and expense recognition
Interest income is recognised in the financial statements on an accrual basis.
Expenses are accounted for on an accrual basis. Expenses are charged to the
income statement except for expenses incurred on the acquisition of an
investment property which are included within the cost of that investment.
Expenses arising on the disposal of an investment property are deducted from the
disposal proceeds.
3.10 Basis of consolidation
Subsidiaries
Subsidiaries are those enterprises controlled by the Company. Control exists
where the Company has the power, directly or indirectly, to govern the financial
and operating policies of an enterprise so as to obtain benefits from its
activities. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control effectively
commences until the date that control effectively ceases.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any gains or losses arising from
intra-group transactions, are eliminated in preparing the consolidated financial
statements.
3.11 Dividends
Dividends are recognised as a liability in the period in which they are declared
and approved. There was no dividend declared as at 30 June 2006.
3.12 Other receivables
Trade and other receivables are stated at their cost.
3.13 Trade and other payables
Trade and other payables are stated at their cost.
3.14 Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value, less
attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference
between cost and redemption value being recognised in the income statement over
the period of the borrowings on an effective interest basis.
3.15 Deferred income tax
In accordance with IAS 12, deferred taxation is provided in full on timing
differences which result in an obligation at the balance sheet date to pay more
tax, or a right to pay less tax, at a future date, at rates expected to apply
when they crystallise based on current tax rates and law. Timing differences
arise from the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are included in the
financial statements. Deferred tax assets are recognised to the extent that it
is regarded as more likely than not that they will be recovered. Deferred tax
assets and liabilities are not discounted.
4 Segment reporting
The Company has one segment focusing on achieving capital growth through
investing in residential resort developments in south-eastern Europe. No
additional disclosure is included in relation to segment reporting, as the
Company's activities are limited to one business and geographic segment.
5 Net financial income
30 June 2006
€'000
Interest income 1,191
Foreign exchange gain 892
Financial income 2,083
Gross interest expense -
Bank charges (9)
Financial expenses (9)
Net financial income 2,074
6 Net asset value per share
The net asset value per share as at 30 June 2006 is €1.495 per common share
based on 109,000,000 common shares in issue as at that date. Following the
exercise of the Founding Shareholder Warrants, which are exercisable within 30
days of the issue of this report, a further issue of 12,500,000 common shares
will be in issue generating total consideration of €125,000. As a result, the
fully diluted net asset value per common share as at 30 June 2006 is €1.343 per
common share based on 121,500,000 common shares in issue.
7 Related party transactions
7.1 Directors of the Company
Miltos Kambourides is the co-founder and managing partner of the Investment
Manager.
The interests of the Directors, all of which are beneficial, in the issued share
capital of the Company are as follows:
Common shares % of issued share capital
30 June 2006 30 June 2006
Miltos Kambourides (via the Investment Manager) 233,100 0.21%
Nicholas Moy 50,000 0.05%
Andreas Papageorghiou 5,000 0.00%
Save as disclosed, none of the Directors had any interest during the period in
any material contract for the provision of services which was significant to the
business of the Company.
7.2 Investment Manager fees
Annual fees
The Investment Manager is entitled to an annual management fee of 2% of the
total funds raised by the Company, payable quarterly in advance.
In addition, the Company shall reimburse the Investment Manager for any
professional fees or other costs incurred on behalf of the Company at its
request for services or advice.
Annual management fees paid during the period from 7 June 2005 to 30 June 2006
amounted to €1,262,736.
Performance fees
The Investment Manager is entitled to a performance fee based on the net
realised cash profits made by the Company subject to the Company receiving the '
Relevant Investment Amount' which is defined as an amount equal to:
(i) the total cost of the investment; plus
(ii) a hurdle amount equal to an annualized percentage return
of 8% compounded for each year or fraction of a year during which such
investment is held (the 'Hurdle'); plus
(iii) a sum equal to the amount of any realised losses and/or
write-downs in respect of any other investment which has not already been taken
into account in determining the Investment Manager's entitlement to a
performance fee.
In the event that the Company has received distributions from an investment
equal to the Relevant Investment Amount any subsequent net realised cash profits
arising shall be distributed in the following order or priority:
(i) first, 60% to the Investment Manager and 40% to the
Company until the Investment Manager shall have received an amount equal to 20%
of such profits; and
(ii) second, 80% to the Company and 20% to the Investment Manager,
such that the Investment Manager shall receive a total performance fee
equivalent to 20% of the net realised cash profits.
The performance fee payment is subject to the following escrow and clawback
provisions.
Escrow
Half of any performance fee payable to the Investment Manager shall be placed in
an escrow account operated by the Administrator (the 'Escrow Account') until the
date on which the cumulative distributions made by the Company to its
Shareholders first equals or exceeds the total funds raised by the Company as at
Admission (being €109 million) (the 'Distributions Equalisation Date'). On the
Distributions Equalisation Date, 50 per cent. of any escrowed funds will be
released to the Investment Manager (meaning that in aggregate the Investment
Manager will have received 75 per cent. of the performance fees payable). Upon
the Company making cumulative distributions equal to the total funds raised by
the Company plus the Hurdle, any remaining funds in the Escrow Account will also
be released to the Investment Manager.
Clawback
If on the earlier of (i) disposal of the Company's interest in a relevant
investment or (ii) 1 August 2015, the proceeds realised from that investment are
less than the Relevant Investment Amount, the Investment Manager shall pay to
the Company an amount equivalent to the difference between the proceeds realised
and the Relevant Investment Amount. The payment of the clawback is subject to
the maximum amount payable by the Investment Manager not exceeding the aggregate
performance fees (net of tax) previously received by the Investment Manager in
relation to other investments.
Performance fees paid or accrued during the period from 7 June 2005 to 30 June
2006 amounted to €nil. If investment properties and inventory were sold at their
fair market value, this would give rise to a performance fee payable of €10.1
million.
8 Charges and fees
8.1 Nominated Adviser
Pursuant to the Placing, the Nominated Adviser received a fee in connection with
the admission of the Company to AIM and is entitled to receive an annual fee of
£25,000 payable quarterly in advance.
Advisory fees paid to the Nominated Adviser for the period from 7 June 2005 to
30 June 2006 amounted to €20,732.
8.2 Broker fees
The Broker is entitled to receive a fee of £40,000 per annum payable in advance.
Fees paid for the period from 7 June 2005 to 30 June 2006 amounted to €29,652.
8.3 Custodian fees
The Custodian is entitled to receive fees calculated as 3 basis point per annum
of the value of the non-real estate assets held on behalf of the Company,
subject to a minimum monthly fee of €1,000, payable quarterly in arrears
together with other agreed transaction settlement charges.
Custodian fees paid for the period from 7 June 2005 to 30 June 2006 amounted to
€6,741.
8.4 Administrator fees
The Administrator is entitled to receive a fee of 6 basis points of the net
assets of the Company plus borrowings, subject to a minimum monthly fee of
€4,000, payable quarterly in arrears.
The Administrator shall assist in the preparation of the financial statements of
the Company for which it shall receive a fee of €2,500 per set.
The Administrator shall provide general secretarial services to the Company for
which it shall receive a minimum annual fee of €2,500.
Administration fees paid for the period from 7 June 2005 to 30 June 2006
amounted to €35,614 and secretarial fees were €1,405.
8.5 Registrar fees
The Registrar is entitled to receive a fee of £4,500 per annum plus out of
pocket expenses. Fees paid for the period from 7 June 2005 to 30 June 2006
amounted to €2,091.
8.6 Depositary fees
The Depositary is entitled to receive a management fee of £6,000 per annum plus
out of pocket expenses. Fees paid for the period from 7 June 2005 to 30 June
2006 amounted to €7,907.
8.7 Preliminary (formation) expenses
The estimated total costs and expenses payable by the Company in connection with
the Placing and Admission (including professional fees, the costs of printing
and the other fees payable including commission payable to the Placing Agent)
was approximated to equal 4% of the gross amount raised. The actual total
amount of preliminary expenses paid was €4,303,852 representing 4.14% of the
gross amount raised. This has been charged to the share premium account.
9 Investment property
Land
€'000
At beginning of period -
Additions through:
direct acquisitions of property 20,825
acquisition of subsidiary companies (see note 22) 139,553
160,378
Fair value adjustment 4,175
At end of period 164,553
The additions through direct acquisitions of property include leases in the
amount of €940,800.
Security
At 30 June 2006, properties with a carrying amount of €4,000,000 were pledged to
secure bank loans (see note 16).
10 Property, plant & equipment
Land & buildings Motor vehicles Total
€'000 €'000 €'000
Opening net book amount - - -
Additions through acquisitions of 21 40 61
subsidiaries
Closing net book amount 21 40 61
There were no impairment charges during the period.
11 Trading properties
30 June 2006
€'000
At beginning of period -
Additions through acquisition of subsidiaries (see note 22.2) 19,900
At end of period 19,900
12 Loans receivable
The Company entered into a loan agreement with Egnatia Anonimi Asfalistiki
Etaireia ('Egnatia') on 30 June 2006 regarding Scorpio Bay Resort to provide
Egnatia with a €6.5 million loan at an 8% interest cost for a maximum period of
1 year. The loan is secured against Egnatia's 49% shareholding of Scorpio Bay
Holdings Ltd and, in the event that it is not repaid within 12 months, the
Company has the right to obtain 100% of Scorpio Bay Holdings Ltd.
13 Cash and cash equivalents
30 June 2006
€'000
Bank balances 45,916
Bank overdrafts -
Cash and cash equivalents in the statement of cash flows 45,916
The average interest rate on the above bank balances for the period from 7 June
2005 to 30 June 2006 was 2.29%.
14 Capital and reserves
Reconciliation of movement in capital and reserves
Share capital Share premium Retained earnings Total
€'000 €'000 €'000 €'000
At beginning of period - - - -
Profit for the period - - 58,296 58,296
Shares issued 1,090 103,606 - 104,696
At end of period 1,090 103,606 58,296 162,992
Share capital
Common Shares of €0.01 each Number €'000
In issue at the start of the period - -
Issued during the period 109,000,000 1,090
In issue at 30 June 2006 109,000,000 1,090
Warrants
The Founding Shareholder Warrants entitle the Founding Shareholders to
subscribe, at par value per common share of €0.01, for such number of common
shares (capped at 12.5 million common shares) which when multiplied by the
Placing Price of 68p (€1.00) equals 50% of the difference between the market
value of the Company's legal interests in the Prospective Investment Portfolio
and its cost of investment. The valuation of the Company's legal interests in
the Prospective Investment Portfolio was carried out by the Company's property
valuer, Colliers International S.A. as at 30 June 2006. Based on the valuation,
the Founding Shareholders are entitled to receive the full warrant allocation of
12.5 million common shares which shall be issued within 30 days from the issue
of this report.
15 Earnings per share
Basic
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the Company by the number of common shares in issue during the
period.
30 June 2006
Profit attributable to equity holders of the Company (€000) 58,296
Number of common shares in issue (thousands) 109,000
Basic earnings per share (€ per share) 0.53
Diluted
Diluted earnings per share is calculated adjusting the number of common shares
outstanding to assume conversion of all dilutive potential shares. The Company
has one category of dilutive potential common shares: warrants. The number of
shares calculated above is compared with the number of shares that would have
been issued assuming the exercise of the warrants.
30 June 2006
Profit attributable to equity holders of the Company (€000) 58,296
Number of common shares in issue (thousands) 109,000
Adjustment for Founding Shareholder Warrants (thousands) 12,500
Number of common shares for diluted earnings per share (thousands) 121,500
Fully diluted earnings per common share (€ per share) 0.48
16 Interest-bearing loans
This note provides information about the contractual terms of the
interest-bearing loans. For more information about the Group's exposure to
interest rate and currency risk see note 21.
Non-current liabilities
30 June 2006
€'000
Loans
Secured bank loans 4,000
Terms and debt repayment schedule
The Group has obtained a loan of €4 million from EFG Eurobank Ergasias in
Athens. The loan bears interest at Euribor plus 2.20% and it is repayable in
sixteen equal quarterly instalments, commencing 27 months from the date the
initial funds were disbursed to the Group.
17 Deferred income tax
Deferred income tax is based on temporary differences between the revalued
amounts of investment property and trading property in the books of the
Company's Greek and Cyprus subsidiaries and their respective tax bases. The
deferred tax provision for the Cyprus subsidiaries is based on the capital gains
tax rate, which is 20%. The deferred tax provision for the Greek subsidiaries
is based on a 25% tax rate.
18 Trade and other payables
30 June 2006
€'000
Taxation (see note 20) 48
Trade payables 1,646
Accruals 569
Total 2,263
19 Directors' remuneration
From admission of the Company to trading on AIM each director is paid €15,000
p.a., except Messrs Achilleoudis and Kambourides who have waived their fees.
Total fees and expenses paid to the Directors for the period from 7 June 2005 to
30 June 2006 amounted to €38,935.
20 Taxation
As a company incorporated under the BVI International Business Companies Act
(Cap. 291), the Company is exempt from taxes on profit, income or dividends.
Each company incorporated in BVI is required to pay an annual government fee
which is determined by reference to the amount of the Company's authorised share
capital.
The subsidiaries of the Company in Greece and Cyprus are taxed in accordance
with the applicable tax laws in those countries.
21 Financial instruments
The Group's activities expose it to a variety of financial risks: market price
risk, credit risk, liquidity risk and interest rate risk.
Market price risk
The Group is exposed to property price and market rental risks.
Credit risk
The maximum exposure to credit risk is represented by the carrying amount of
each financial asset in the balance sheet. Management does not expect any
counterparty to fail to meet its obligations.
Liquidity risk
The Company maintains sufficient cash balances for working capital requirements.
Interest rate risk
The Company is exposed to risks associated with the effects of fluctuations in
prevailing market interest rates on its cash balances and long-term borrowings.
Cash is invested at short-term market interest rates.
22 Business combinations
22.1 During the period the Group acquired 59.02% of the Alasia Polo and Country
Resort Limited Group, a development of a polo integrated residential community
near Limassol, Cyprus.
The assets and liabilities arising from the acquisition are as follows:
Fair value
€'000
Investment property - land 63,315
Property plant & equipment 57
Cash & cash equivalents 355
Deferred taxation (12,573)
Net current assets 218
Net assets 51,372
Minority interest (40.98%) (21,053)
Net assets acquired 30,319
Purchase consideration, settled in cash 12,539
Cash & cash equivalents in subsidiary acquired (355)
Cash outflow on acquisition 12,184
Excess of fair value over cost arising on acquisition 17,780
22.2 During the period, the Group acquired 85.3% of the MindCompass Overseas
Limited group, a development of a golf integrated resort at Kilada Hills,
Peloponissos, Greece.
The assets and liabilities arising from the acquisition are as follows:
Fair value
€'000
Investment property - land 76,238
Property plant & equipment 4
Trading properties 19,900
Cash & cash equivalents 8,534
Deferred taxation (11,493)
Interest bearing loans (4,000)
Net current assets (275)
Net assets 88,908
Minority interest (14.7%) (13,069)
Net assets acquired 75,839
Purchase consideration, settled in cash 45,233
Cash & cash equivalents in subsidiary acquired (8,534)
Cash outflow on acquisition 36,699
Excess of fair value over cost arising on acquisition 30,606
22.3 During the period, the Group sold a minority 49% holding initially acquired
in Scorpio Bay Holdings Limited for total consideration of €18 million. The
original purchase consideration for acquiring all of the issued share capital of
Scorpio Bay Holdings Limited was €20.5 million. This gave rise to a realised
gain to the Group of €8 million and a minority interest of €10,045,000.
23 Post balance sheet events
On 19 July 2006, the Company entered into a commitment for the investment of €5
million into the Amanmila project. This project involves the future joint
ownership with S&B Industrial Minerals S.A. of approximately 140 hectares of
land on the island of Milos (Cyclades) in Greece and the development, through a
joint venture with Aman Resorts and John Heah, of probably Europe's first
villa-integrated Aman Resort.
On 31 July 2006, the Company entered into a commitment for the investment of
€15.9 million into the Lavender Hills project. The project represents the
development of a sea-front master-planned leisure integrated resort with
residential units, a hotel and a golf course located in the area of Nies,
Thessalia, Greece. The Company has already invested €1.8 million in July 2006.
Appendix A
Direct Sales Comparison Approach
This technique is based on the premise that persons in the marketplace buy by
comparison. It involves acquiring market sales/offerings data on properties
similar to the subject property. The prices of the comparables are then adjusted
for any dissimilar characteristics as compared to the subject's characteristics.
Once the sales prices are adjusted, they can be reconciled to estimate the
market value for the subject property.
Income Approach
An estimate is made of prospective economic benefits of ownership. These amounts
are discounted and/or capitalised at appropriate rates of return in order to
provide an indication of value.
Cost Approach
Value is measured by estimating the Replacement Cost New or the Reproduction
Cost New of property and then determining the deductions for accrued
depreciation that should be made to reflect the age, condition and situation of
the asset during its past and proposed future economic working life.
This information is provided by RNS
The company news service from the London Stock Exchange