Termination of Inv. Manager & Removal of Director

RNS Number : 4425T

Dolphin Capital Investors Limited

20 March 2023

 

This announcement has been determined to contain inside information for the purposes of the UK version of the market abuse regulation (EU) No.596/2014.

20 March 2023

Dolphin Capital Investors Limited

(the "Company")

Termination of the Investment Manager and Removal of a Director

The Directors of Dolphin Capital Investors Limited (the "Company") announce that the Investment Management Agreement dated 1 December 2021 (the "IMA") between the Company and Dolphin Capital Partners Limited ("DCP") has been terminated by the Company with immediate effect on the basis of a repudiatory breach of contract by DCP.

It has come to the Company's attention that DCP entered into an undisclosed option agreement with the purchaser of the Amanzoe resort in Porto Heli, Greece at the same time that the Company sold its interest in the resort, as originally announced on 2 August 2018 (the "Undisclosed Option Agreement"). The Undisclosed Option Agreement entitled DCP to acquire an additional 15% of the share capital of DolphinCI Fourteen Limited (the special purpose vehicle holding the Amanzoe resort). A separate agreement for DCP to acquire 15% of the share capital of DolphinCI Fourteen Limited had been disclosed and authorised by the Company.

The Undisclosed Option Agreement had not been disclosed to the Company by DCP at the time of the sale of DolphinCI Fourteen Limited. The failure by DCP, as agent of the Company under the terms of the IMA, to disclose the existence of the Undisclosed Option Agreement, and to fulfil its other duties as agent, constitutes a repudiatory breach of the IMA that has resulted in the termination of the IMA by the Company.

The Company is seeking to pursue all legal options to recover the value arising from the Undisclosed Option Agreement that is the Company's property. The Directors believe that this value could be material in the context of the size of the Company, but at this time do not have enough information to put a precise quantum on this.

The independent Directors of the Company have also removed Miltos Kambourides, who is the Co-Founder and Managing Partner of DCP, as a Director of the Company with immediate effect.

Had the Company known about the Undisclosed Option Agreement, it would have been treated as an AIM Rule 13 related party transaction - as such, the Company will be self-reporting to the AIM team at the London Stock Exchange this breach of the AIM Rules.

The Directors are putting in place additional resources, including funding, in order to enable the Company to self-manage its assets and to enable the continued construction of the Kilada Hills Golf & Country Resort and the various asset sales processes currently underway. Nicolai Huls and Nick Paris have become Executive Directors of the Company with immediate effect and have been appointed as Managing Directors.The Company has no current intention of appointing a new investment manager. The Directors remain committed to the objectives for the Company that were approved by Shareholders at the Company's Extraordinary General Meeting held on 22 December 2021.

Further updates will be provided in due course.

Enquiries

Dolphin Capital Investors Nicolai Huls, Chair, Nomination and Corporate Governance Committee	Via FIM Capital Limited
finnCap (Nominated Adviser & Broker) William Marle / Jonny Franklin-Adams / Edward Whiley / Milesh Hindocha (Corporate Finance) Mark Whitfeld / Pauline Tribe (Sales)	[phone]
FIM Capital Limited (Administrator) Lesley Lennon / Grainne Devlin (Corporate Governance)	[e-mail]/ [e-mail]

 

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