View PDF - Dolphin Capital Investors
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View PDF - Dolphin Capital Investors
CONTENTS 1 ABOUT US 2 Niche strategy LEADING INVESTORS IN LUXURY RESIDENTIAL RESORTS DOLPHIN CAPITAL INVESTORS LIMITED VANTERPOOL PLAZA, 2ND FLOOR,WICKHAMS CAY 1, ROAD TOWN,TORTOLA, BRITISH VIRGIN ISLANDS ANNUAL REVIEW YEAR ENDED 31 DECEMBER 2013 www.dolphinci.com 4 Residential portfolio 5 Portfolio breakdown 6 Our journey so far 8 Financial highlights 9 Chairman’s statement 10 INVESTMENT MANAGER’S REPORT 11 Overview 12 Issue of preferred equity instrument, asset sales, divestments and investments 18 Cash generation potential 20 Market dynamics 21 Strategic objectives 22 PORTFOLIO REVIEW 24 Project investment and exit summary 25 Advanced Projects 42 Major Projects 50 Permitting status update 51 Aristo 52 Corporate social responsibility NOTE: REPLACE BLACK PLATE WITH BLACK 6 C THROUGHOUT DOLPHIN ANNUAL REVIEW - OUTER Rubine Red keylines cutter guide only. DO NOT PRINT www.boonedesign.com Designed and produced by Boone Design This review has been printed on Symbol Freelife Satin. This paper is environmentally friendly ECF (Elemental Chlorine Free) and wood-free with a high content of selected pre-consumer recycled material. The mill is fully FSC-Certified. The paper is also completely bio-degradable and recyclable. Printed by MegaPrint Ltd. 1 5 6 7 OUR PORTFOLIO 14 major projects 8 LARGE-SCALE LEISURE-INTEGRATED RESIDENTIAL RESORTS OUR PORTFOLIO AT A GLANCE 60 + residential projects 2 ARISTO PROJECTS 13 63 million m 1 M 6 14 5 9 10 E D I T E R R A N E A N 4 11 12 S E A The Chedi and Jack Nicklaus Signature Golf Course 59 kilometres 3 RESIDENTIAL CAPACITY 2 22 hotels (12 PERMITTED, 2 CURRENTLY OPERATING) B B R I A C E A N S E A (3 PERMITTED) 3 8 golf courses (5 PERMITTED, 2 CURRENTLY OPERATING) Our portfolio currently comprises 14 large-scale development projects in Cyprus, Greece, Croatia, Turkey, the Dominican Republic and Panama, and more than 60 smaller residential holiday home projects in Cyprus and Greece through Aristo, our largest subsidiary. 4 4 Venus Rock Sub total MAJOR PROJECTS 5 Sitia Bay Golf Resort 6 The Aman at Kea 7 Scorpio Bay Resort 8 Lavender Bay Resort 9 Plaka Bay Resort 10 Triopetra 11 Eagle Pine Golf Resort 12 Apollo Heights Polo Resort 13 Livka Bay Resort 14 La Vanta – Mediterra Resorts Zoniro Greece Sub total 28078% 6567% 172100% 310100% 440100% 11100% 31950% 461100% 63100% 8 100% 27100% 2,156 Aristo Cyprus* Total 392 6,281 *Excluding Eagle Pine and Venus Rock 14 These figures include Venus Rock, pending completion of the sale. NOTE: REPLACE BLACK PLATE WITH BLACK 6 C THROUGHOUT DOLPHIN ANNUAL REVIEW - INNER Rubine Red keylines cutter guide only. DO NOT PRINT 25% 950100% 1,44060% 1,00049.8% 3,733 3 Pearl Island 10,000 + 1 9 246100% 2 Playa Grande Club & Reserve DIRECT COASTLINE 5 marinas 9686% The Nikki Beach Resort & Spa at Porto Heli 7 DCI’s stake 343 Amanzoe 2 LAND UNDER DEVELOPMENT 8 Land site (hectares) ADVANCED PROJECTS 1 The Porto Heli Collection 13 10 11 12 1 5 6 7 OUR PORTFOLIO 14 major projects 8 LARGE-SCALE LEISURE-INTEGRATED RESIDENTIAL RESORTS OUR PORTFOLIO AT A GLANCE 60 + residential projects 2 ARISTO PROJECTS 13 63 million m 1 M 6 14 5 9 10 E D I T E R R A N E A N 4 11 12 S E A The Chedi and Jack Nicklaus Signature Golf Course 59 kilometres 3 RESIDENTIAL CAPACITY 2 22 hotels (12 PERMITTED, 2 CURRENTLY OPERATING) B B R I A C E A N S E A (3 PERMITTED) 3 8 golf courses (5 PERMITTED, 2 CURRENTLY OPERATING) Our portfolio currently comprises 14 large-scale development projects in Cyprus, Greece, Croatia, Turkey, the Dominican Republic and Panama, and more than 60 smaller residential holiday home projects in Cyprus and Greece through Aristo, our largest subsidiary. 4 4 Venus Rock Sub total MAJOR PROJECTS 5 Sitia Bay Golf Resort 6 The Aman at Kea 7 Scorpio Bay Resort 8 Lavender Bay Resort 9 Plaka Bay Resort 10 Triopetra 11 Eagle Pine Golf Resort 12 Apollo Heights Polo Resort 13 Livka Bay Resort 14 La Vanta – Mediterra Resorts Zoniro Greece Sub total 28078% 6567% 172100% 310100% 440100% 11100% 31950% 461100% 63100% 8 100% 27100% 2,156 Aristo Cyprus* Total 392 6,281 *Excluding Eagle Pine and Venus Rock 14 These figures include Venus Rock, pending completion of the sale. NOTE: REPLACE BLACK PLATE WITH BLACK 6 C THROUGHOUT DOLPHIN ANNUAL REVIEW - INNER Rubine Red keylines cutter guide only. DO NOT PRINT 25% 950100% 1,44060% 1,00049.8% 3,733 3 Pearl Island 10,000 + 1 9 246100% 2 Playa Grande Club & Reserve DIRECT COASTLINE 5 marinas 9686% The Nikki Beach Resort & Spa at Porto Heli 7 DCI’s stake 343 Amanzoe 2 LAND UNDER DEVELOPMENT 8 Land site (hectares) ADVANCED PROJECTS 1 The Porto Heli Collection 13 10 11 12 CONTENTS 1 ABOUT US 2 Niche strategy LEADING INVESTORS IN LUXURY RESIDENTIAL RESORTS DOLPHIN CAPITAL INVESTORS LIMITED VANTERPOOL PLAZA, 2ND FLOOR,WICKHAMS CAY 1, ROAD TOWN,TORTOLA, BRITISH VIRGIN ISLANDS ANNUAL REVIEW YEAR ENDED 31 DECEMBER 2013 www.dolphinci.com 4 Residential portfolio 5 Portfolio breakdown 6 Our journey so far 8 Financial highlights 9 Chairman’s statement 10 INVESTMENT MANAGER’S REPORT 11 Overview 12 Issue of preferred equity instrument, asset sales, divestments and investments 18 Cash generation potential 20 Market dynamics 21 Strategic objectives 22 PORTFOLIO REVIEW 24 Project investment and exit summary 25 Advanced Projects 42 Major Projects 50 Permitting status update 51 Aristo 52 Corporate social responsibility NOTE: REPLACE BLACK PLATE WITH BLACK 6 C THROUGHOUT DOLPHIN ANNUAL REVIEW - OUTER Rubine Red keylines cutter guide only. DO NOT PRINT www.boonedesign.com Designed and produced by Boone Design This review has been printed on Symbol Freelife Satin. This paper is environmentally friendly ECF (Elemental Chlorine Free) and wood-free with a high content of selected pre-consumer recycled material. The mill is fully FSC-Certified. The paper is also completely bio-degradable and recyclable. Printed by MegaPrint Ltd. 1 A LEADING GLOBAL INVESTOR We are a leading global investor in the residential resort sector in emerging markets, acquiring large seafront sites of striking natural beauty in the eastern Mediterranean, Caribbean and Latin America. We develop sophisticated leisure-integrated residential resorts, and partner with some of the world’s most recognised architects, golf course designers and hotel operators. Dolphin is one of the largest real estate investment companies quoted on AIM in terms of net assets, and seeks to generate strong capital growth and cash returns for its shareholders. Since its inception in 2005, Dolphin has become one of the largest private seafront landowners in Greece and Cyprus. Dolphin’s portfolio is currently spread over 63 million m² of prime coastal developable land and comprises 14 large-scale, leisure-integrated residential resorts under development in Greece, Cyprus, Croatia, Turkey, Panama and the Dominican Republic and a 49.8% strategic participation in Aristo Developers Ltd, the largest developer and private land owner in Cyprus. Dolphin is managed by Dolphin Capital Partners, ‘DCP’ or the ‘Investment Manager’, an independent real estate private equity firm. These figures include Venus Rock, pending completion of the sale. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 2 NICHE STRATEGY INVESTMENT PRINCIPLES • • • • • • • Country selection criteria Emerging economies with significant tourist inflow High barriers to entry for foreign investors without local network Beautiful coastlines, unspoilt landscapes, pleasant climate Wealth of outdoor activities, safety, rich history and culture Limited supply of serviced residential resorts managed by luxury international operators Commitment and legislative initiatives from local governments to nurture sustainable luxury tourism and second-home industry Significant capital appreciation potential as they converge with mature economies • • • • • Investment parameters Large coastal land sites of striking natural beauty or completed/semi-completed luxury resorts with residential development potential acquired at attractive prices Located near the sea and within driving distance of an airport Development capacity for residential units (villas, townhouses and apartments) and leisure components (such as a hotel, golf course, country club, spa facility, marina or other sporting facilities) Potential for comprehensive residential services (such as food and beverage, concierge services, health services, security, maintenance and property management) and leisure experiences (such as sports, adventure travel, excursions, spa, arts, culture and nature-oriented activities) Attractive locations for affluent holiday and retirement home buyers, primarily from Europe, Russia, the Middle East and North America Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 • • • • • • Risk mitigation Land acquisition prices which are at a big discount to southwest Europe and North America Conservative phasing of the projects No speculative building of homes Financing of the residential construction through pre-sales Financing of the leisure components mainly with ring-fenced non-recourse bank debt on a project-byproject basis No or limited borrowings at the corporate level 3 Dolphin acquires attractively priced seafront sites of exceptional natural beauty and develops them into high-end, premium-branded residential resorts, capitalising on its in-house expertise. VALUE CREATION STRATEGY Acquisitions Acquire large, exquisite, developable sites with strong capital appreciation potential, or completed / semi-completed luxury residential resorts below replacement cost and with significant residential capacity • Use tax-efficient holding structures to minimise tax on development and divestments • Design and branding Appoint internationally acclaimed masterplanners, architects and designers to create world-class products • Partner with luxury operators and marketing experts to create highest quality branding • Development capability Leverage on the expertise of Dolphin, Aristo, Zoniro and development partners • Obtain construction permits through a well-planned process • Appoint the most creditable construction firms on a turn-key basis • Create portfolio synergies through economies of scale and expertise transfer in design, management, operations, marketing and financing • Profit realisation Sell entire projects or strategic stakes at any stage of development, particularly upon permits being obtained • Develop and sell the residential components, land parcels and ultimately the residual leisure components • Nikki Beach Resort & Spa Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 4 RESIDENTIAL PORTFOLIO UNITS CURRENTLY FOR SALE We partner with the most experienced architects, golf designers and hotel operators to create the ultimate combination of hospitality and residential accommodation in exquisite seafront locations. THE PORTO HELI COLLECTION, PELOPONNESE, GREECE Amanzoe Villa Amanzoe Villas The only Aman villas currently available for sale in Europe. Synonymous with the highest level of service while offering an unforgettable retreat in a stunning location; part of Amanzoe, probably the best resort in the Mediterranean today. Each villa, although having the same architectural language, is designed individually by the quintessential Amanresorts architect Mr. Ed Tuttle, to the owner’s specifications. Ten villas sold or reserved to date. The Nikki Beach Resort & Spa Due to open in the summer of 2014, the resort comprises 17 hotel suites and 49 apartments & lofts for sale, alongside a yacht club, restaurants, bars, beach club and a spa. Seafront Villa The Seafront Villas The exceptional 11 Seafront Villas make up an exclusive gated community that sits right on one of Greece's most spectacular shorelines. Serviced and deeded, these four to seven bedroom homes offer bespoke design and are crafted from prized native materials. AMAN VILLAS AT PLAYA GRANDE, DOMINICAN REPUBLIC Playa Grande Aman Villa On a sublime cliff-side location, overlooking crescent shaped Playa Grande beach, lies the Aman at Playa Grande, a private resort – currently under construction. An exclusive group of only seven Aman Founders’ Villas is currently available for sale with stunning golf and sea views – three have already been sold or reserved. PEARL ISLAND, ARCHIPELAGO DE LAS PERLAS, PANAMA Over 60 homes already sold in the initial Founders’ Phase of the development: La Peninsula. The second phase of the island involves the construction of a Ritz Carlton Reserve Hotel starting in late 2014, and offers for sale only eight Founder Ritz Carlton Reserve villas of three to four bedrooms, representing one of the best residential offerings in Central America. Pearl Island Villa MEDITERRA RESORTS, LA VANTA & KALKAN, TURKEY La Vanta is a development of over eight hectares comprising over 195 villas, townhouses and apartments. Phase 1 was completed in 2010 with 42 units already delivered. Phase 2a is currently under construction including 10 additional units. ARISTO, CYPRUS Aristo sells residential units from a wide range of projects, of which the most high profile are: La Vanta House Thalassea Residences, Polis Chrysochous Aristo Plots Villas Mersinia Hills, Ayia Napa Pissouri Panorama Residences, Limassol Rosemary Residences, Nicosia Town, Lakatamia Sea Caves Residences, Paphos Aristo Cyprus Villa Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 5 PORTFOLIO BREAKDOWN BY COUNTRY AS AT 31 DECEMBER 2013 TOTAL REAL ESTATE BREAKDOWN BY REAL ESTATE VALUE Greece Cyprus Croatia and Turkey Americas*** Total €392m 52.5% €223m 27.6% €46m 6.2% €146m 19.5% €807m 100.0% €807 million BREAKDOWN BY LAND SIZE (hectares) Greece 1,648 26.2% Cyprus 2,172 34.6% Croatia and Turkey 71 1.1% Americas 2,390 38.1% Total 6,281100.0% TOTAL NET ASSET VALUE BEFORE DITL TOTAL LAND SIZE €604 6,281 BREAKDOWN BY NET ASSET VALUE*** Greece €263m 43.6% Cyprus €201m 33.4% Croatia and Turkey €43m 7.2% Americas*** €96m 15.9% Total €604m100.0% million hectares TOTAL NET INVESTMENT EXPOSURE BY NET INVESTMENT Greece €241m 40.8% Cyprus €202m 34.2% Croatia and Turkey €41m 6.9% Americas*** €106m 18.1% Total €590m 100.0% €590 million BREAKDOWN BY DEBT * Greece Cyprus** Croatia and Turkey Americas Total *Does not include the €79 million DCI Corporate Bonds **Does not include Aristo Group which is reported in NAV basis ***Adjusted for Itacare shares value These figures include Venus Rock, pending completion of the sale. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 €46m 51.7% €20m 22.5% €12m 13.5% €11m 12.3% €89m100.0% 6 OUR JOURNEY SO FAR 2005 2006 2007 2008 2009 July Dolphin founded with €5 million of seed capital. March Dolphin executes first investment in Greece – Kilada Hills Golf Resort. January Dolphin makes first investment in Croatia – Livka Bay Resort. January Minority buy-outs in Livka Bay Resort, and Mediterra Resorts. April Dolphin purchases 85% stake in Aristo. March €62.7 million invested in the acquisition of prime land in strategic locations in Cyprus, funded 100% by Aristo’s operational cash flow and credit lines. April Sale of Amanmila, Milos, Greece and launch of Shares-ForAssets Programme. December Dolphin admitted to trading on AIM, raising €104 million. June Dolphin follows on with first investment in Cyprus – Apollo Heights Polo Resort, and an additional acquisition in Greece – Scorpio Bay Resort. August Continued investment activity in Greece – Amanmila and Lavender Bay Resort. November Second AIM fundraise of an additional €300 million. November Dolphin completes first acquisition in Crete – Sitia Bay Golf Resort, and partners for a second time in Greece with Aman for Amanzoe at The Porto Heli Collection. June Third AIM fundraise of an additional €450 million. July Dolphin invests for the second time in Crete – Plaka Bay Resort. October Dolphin acquires Kea Resort, and executes the first investment in Turkey – Mediterra Resorts. July Dolphin makes first investment in Central America – Pearl Island in Panama. August Amanzoe Hotel construction permits obtained. December Dolphin makes first investment outside eastern Mediterranean – Playa Grande Club & Reserve in the Dominican Republic. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 June Acquired remaining 15% of Aristo. August Commencement of construction of Amanzoe at Porto Heli, Greece. September Commencement of construction of the first golf villa at Playa Grande Club & Reserve. October Final construction permit for the hotel at Sitia Bay Golf Resort. December Sale of 33% of Kea Resort and signing of management agreement with Aman Resorts. 7 We offer a luxury lifestyle in unique pristine natural environments, combined with sublime architecture and immaculate service from the top brands in the world, addressing the needs of an international discerning high net worth clientele. 2010 2011 2012 2013 2014 May Venus Rock Golf Resort obtains permits for two golf courses and related residential reaching 450,000 buildable m2 of real estate. February Commencement of construction of the first Aman Villa at Amanzoe. January Construction of Pearl Island airport runway begins. March Issue of €50 million Bonds and US$9 million Bonds. March Agreement for the sale of Port Kundu is signed. March US$40 million issue of Playa Grande Convertible Bonds. May Aristo Exchange takes place. March Aman Golf Resort groundbreaking ceremony at Playa Grande. May €50 million assetbacked loan facility arranged for Venus Rock Golf Resort. June Management agreement signed with Nikki Beach to operate the hotel at The Porto Heli Collection. April Works for the construction of the 36-hole golf course commenced at Venus Rock Golf Resort. August Commencement of construction of the Aman Beach Club at Amanzoe. June Construction of first golf villa completed at Playa Grande Club & Reserve. August Amanzoe welcomes its first guests. At opening, five Aman Villas were already sold. September Dolphin sells a 60% shareholding in Pearl Island’s Founders’ Phase, after having sold over 20 Founder lots. May Agreement for the sale of Venus Rock is signed. July The construction of the first Aman Villas at Amanzoe is completed. October Ritz Carlton announces 2016 resort opening at Pearl Island. October €50 million issue of new Dolphin shares. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 8 FINANCIAL HIGHLIGHTS TOTAL GROUP NET ASSET VALUE (‘NAV’), AT 31 DECEMBER 2013 €604 €524 million and million BEFORE AND AFTER DEFERRED INCOME TAX LIABILITIES (‘DITL’) RESPECTIVELY. STERLING NAV PER SHARE AS AT 31 DECEMBER 2013 GBP 0.78 0.68 before DITL and GBP after DITL THE COMPANY CONTINUES TO HAVE A STRONG ASSET BASE COUPLED WITH LOW LEVERAGE GROSS ASSETS €859 million TOTAL DEBT REDUCED TO €169 million WITH A GROUP TOTAL DEBT TO TOTAL ASSETS VALUE RATIO OF ONLY 20 % €50 million and US$9.17 million convertible bonds held at the Company level The Company has provided corporate guarantees US$31 million outstanding Playa Grande Convertible Bonds and US$19 million Playa Grande construction loan Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 9 CHAIRMAN’S STATEMENT ANDREAS PAPAGEORGHIOU I am pleased to report Dolphin’s preliminary annual results for the year ended 31 December 2013. Since the last annual report, significant progress has been made in terms of development, operations and project exits that underpin the value of the portfolio. The value of Amanzoe, Dolphin’s flagship project, has been demonstrated once again by the recent Villa sales and the Archimedia profit sharing agreement signed during the period, while the attractiveness of the Company’s Greek projects is underpinned by the provisional Dolphin Capital Greek Collection (‘DCGC’) preferred equity raise of €100 million sponsored by Colony Capital, a highly respected international real estate investor. The completion of the DCGC preferred equity raise would mark the establishment of a strategic relationship with one of the world’s leading real estate investors, and will enable the Company to commence the construction of the Jack Nicklaus Signature Golf course in Kilada and the Aman at Kea (subject to the finalisation of the resort’s design and the issue of the final building permits), as well as making further progress at Playa Grande and initiating the Ritz Carlton Phase of Pearl Island. This development progress will significantly enhance Dolphin’s portfolio of completed leisure projects, diversify its residential real estate product offering and result in Dolphin becoming a cash flow positive company. During the year, the portfolio has achieved important permitting advances, especially for Scorpio Bay Resort and Kilada Hills Golf Resort. Kilada Hills Golf Resort has already been inducted under the Strategic Investments scheme and Scorpio Bay is expected to also qualify under such scheme and receive a significant increase in its total residential buildable area for sale. The Company’s NAV before DITL, as at 31 December 2013, is reported at €604 million and the NAV per share before DITL in Euro terms was €0.94, representing a 14.8% decrease from 31 December 2012. This drop was driven principally by the reduction in the value of the Venus Rock project, the fair value of which has been adjusted to reflect the purchase price agreed with China Glory Investment Group (‘CGIG’). The Venus Rock valuation adjustment resulted in a decrease in NAV before DITL of €60 million (8.4%) from 31 December 2012. In addition to the Venus Rock sale impact, underlying real estate values predominantly decreased due to a valuation discount in the Aristo portfolio in the aftermath of the March 2013 Cyprus banking crisis. Operating and permitting progress led to revaluation gains in Playa Grande Club & Reserve, Pearl Island, The Porto Heli Collection components, Apollo Heights Polo Resort, Lavender Bay Resort and Scorpio Bay resort. Further to the €339 million of sales and divestments agreed by the Group within 2013, we remain committed to generating value through active management of operations, construction, retail sales and divestments, while leveraging opportunities to expand the Company’s portfolio and revenue sources, in order to maximise value for shareholders. Andreas Papageorghiou, Chairman Dolphin Capital Investors Limited Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 10 Dolphin Capital Partners Team INVESTMENT MANAGER’S REPORT We are particularly pleased with the performance of Amanzoe, which was cashflow positive for Dolphin in 2013. We remain focused on delivering our other key development projects, such Nikki Beach, Playa Grande, Pearl Island, Kilada Golf Resort and Kea, on budget and on time so that they also become cash generative for the Company. We are confident that, following the completion of a number of strategic transactions, including the €100 million preferred equity investment announced 26 March 2014, we will be better placed than ever before to unlock value for shareholders as we take full advantage of the upturn in the global economy. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 11 INVESTMENT MANAGER’S REPORT OVERVIEW During the year, our team focused on executing divestments, while delivering tangible progress in the permitting, operation and construction of all key portfolio projects. Since the last annual report, €361 million of sales/divestments were signed including: • Retail sales at Amanzoe, Aristo, Playa Grande and LaVanta; • The sale of Venus Rock to CGIG; and • The 50% profit participation agreement with regard to the Amanzoe Villas. Should the DCGC preferred equity issue to Colony be completed, the Company could have six fully funded resorts (Amanzoe, Kilada Hills Golf Resort, the Aman at Kea, the Nikki Beach, the first two phases of Playa Grande and the second phase of Pearl Island), which are expected to generate returns of €917 million to the Company, after deducting the DCGC Investor’s preferred return and the repayment of construction bank loans. Although the overall economic conditions remain challenging in both Greece and Cyprus, with the most notable effect on the Dolphin Group businesses being the scarcity of senior bank debt to finance the construction of the development portfolio, the business climate is slowly but steadily improving in both regions, assisted by the legislative reforms implemented during the past year by both the Greek and the Cypriot governments. In particular, the introduction of the Strategic Investment incentive legislation in Greece, which should be applicable to most of our local projects due to their quality, size and potential impact on the local economy, speeds up and improves zoning entitlements and building permits for Dolphin’s residential resort projects in the country. In Cyprus, the decision by the Ministerial Council to reduce the investment amount requirements for the award of Cypriot citizenship to €2 million for buyers of real estate is expected to significantly increase sales momentum and margins at Aristo and increase the value and saleability of its larger projects, such as Venus Rock and Eagle Pine. Significant value will also be unlocked through the expected zoning of the Apollo Heights Resort, following the agreement reached by the Cypriot and UK governments to permit development projects falling within the Sovereign British Areas In parallel, Dolphin Capital Americas, Dolphin’s wholly owned subsidiary for the Americas region, has made significant progress towards acquiring or merging with some of the top luxury developments in that region to diversify the portfolio, following the continued economic and real estate markets recovery in North and Amanzoe main restaurant Latin America. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 12 INVESTMENT MANAGER’S REPORT ISSUE OF PREFERRED EQUITY INSTRUMENT, ASSET SALES, DIVESTMENTS AND INVESTMENTS €100 million preferred equity investment by Colony Capital in the Dolphin Capital Greek Collection • On 25 March 2014, Dolphin signed a non-binding preliminary agreement (subject to final due diligence, agreement of definitive documentation, certain other pre-conditions, and conditional on Dolphin shareholders’ approval) with Colony Capital, acting on behalf of managed and advised funds (‘Colony’ or the ‘Investor’), for the issue of a €100 million preferred equity instrument in ‘DCGC’, a newly incorporated 100% owned Dolphin holding company, which will own Dolphin’s shareholding interests in Amanzoe, The Chedi and the Jack Nicklaus Signature Golf Course (‘Kilada Hills Golf Resort’), The Nikki Beach Resort & Spa at Porto Heli (‘Nikki Beach’) and the Aman at Kea. • Colony is a renowned global real estate investment firm, established in 1991 which has invested US$52 billion since its inception across product types including hospitality, residential, gaming, office and commercial, and currently has approximately US$20 billion of assets under management. Over the years Colony has invested in emblematic properties and brands such as Costa Smeralda in Sardinia, Raffles and Fairmont hotels, the Savoy hotel group, One & Only, Aman Resorts and the Hilton Waikoloa in Hawaii. • The basic terms of the DCGC preferred equity investment are set out below: The preferred equity funds could be drawn down in two equal tranches ° (Tranche A within six months of closing and Tranche B within 18 months of closing). The proceeds will be partially invested in the development of the DCGC projects and partially distributed to DCI. ° The preferred equity instrument that would be issued by DCGC would entitle the Investor to a preferred return of 14% per annum on the balance of its investment (i.e. the balance of the amounts actually drawn down, minus any distributions received by the Investor from DCGC) of which a substantial part can be accrued. In addition, the Investor would receive 80% of the free cash flow available for distributions generated by DCGC until the Investor has recouped 100% of its investment (including any accrued and unpaid preferred return). Thereafter, the Investor would be entitled to 30% of the free cash flow available for distributions generated by DCGC until the Investor has generated a 2.5x multiple on its investment (including the preferred return received) within six years, at which point the The Chedi, Porto Heli Collection profit sharing will cease. ° The Investor would be granted security over all of the DCGC common shares, and a put option for an amount, if any, that would be required for the Investor to generate the pre-agreed return by the eighth anniversary from closing. The real estate assets of DCGC will not be encumbered by the Investor and DCGC will have the ability to raise up to €130 million of additional senior bank loans for the development of its projects. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 13 Nikki Beach Resort & Spa, Rooftop lounge Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 14 INVESTMENT MANAGER’S REPORT ISSUE OF PREFERRED EQUITY INSTRUMENT, ASSET SALES, DIVESTMENTS AND INVESTMENTS CONTINUED ° If Amanzoe Villa 1 DCGC fails to make any preferred return cash payment or does not generate the pre-agreed return multiple by the sixth anniversary from closing, the Investor will have the ability to convert the outstanding balance into DCI shares at the lower of market price or 20% discount to NAV per share. The Investor would also be awarded an amount of four-year warrants giving the right to subscribe to 40 million DCI shares for each of the two Tranches at a price per share of 50p (representing a total maximum potential NAV per share dilution of circa 3%). ° DCGC has retained an option to repurchase the preferred equity instrument by returning to the Investor an amount equal to a multiple of 1.5x its investment on the second anniversary from closing or an amount linearly adjusted with time to 2.5x until the sixth anniversary. • The Board of Dolphin and the Investment Manager believe that this is a milestone transaction for Dolphin as its completion would bring the following benefits: ° Establishing a strategic relationship with Colony, one of the world’s leading and most respected real estate investors, with significant experience in large-scale luxury integrated resorts; and °Providing additional capital to commence the development of the Kilada Hills Golf Course, the Aman at Kea, and, through the DCGC distributions to DCI, advance the second phase of Playa Grande, and initiate the Ritz Carlton Reserve Phase of Pearl Island, thus potentially unlocking €508 million of additional profit for the Company and its shareholders, after the preferred return payment to the Investor. Given that the non-binding preliminary agreement entails the award of warrants and a provisional conversion right of the preferred equity issue into DCI common shares at a price which would represent a discount to the Company’s NAV per share on a conversion, if the Company enters into a binding agreement with the Investor, it will convene an Extraordinary General Meeting of its Shareholders in order to approve the proposed DCGC transaction. The final detailed terms and conditions of the DCGC preferred equity issue will be included in a Circular, which will be circulated by the Company to its Shareholders in due course. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 15 INVESTMENT MANAGER’S REPORT ISSUE OF PREFERRED EQUITY INSTRUMENT, ASSET SALES, DIVESTMENTS AND INVESTMENTS CONTINUED Profit Sharing Agreement for 50% of the net profits from Amanzoe Villas future sales •On 28 January 2014, Dolphin signed an agreement with Archimedia Holdings Corp. (‘Archimedia’) – the company chaired by John Hunt, a strategic investor who has already acquired three Villas at the Amanzoe Resort – whereby Archimedia was granted an option to acquire a 50% profit share from future sales of Amanzoe Villas. •Under the terms of the agreement, by making a refundable deposit of €10 million, Archimedia was given the option to acquire a 50% entitlement in the net profits to be realised from the sales of the unsold and unreserved Amanzoe Villas, which will be constructed in the current and future development phases of the project, for a total upfront consideration of €26 million in cash. Archimedia will also be contributing 50% to the expected cost for acquiring further land for the future phase villas. •Dolphin will retain 100% of the receivables generated from the 10 Amanzoe Villa reservations or sales concluded to date. • Archimedia is considering the potential exercise of its investment option as well as the respective documentation for the 50% profit sharing agreement which is currently under preparation by the parties. •The latest Dolphin valuation for 100% of the land corresponding to the unsold and unreserved Amanzoe Villas plus the land cost of the future phase amounts to €24 million, which compares favourably to the transaction’s implied €52 million valuation. • Under the terms of the profit participation agreement, Archimedia also has a call option to acquire 100% ownership of the Amanzoe leisure facilities, including the Amanzoe hotel and beach club, as well as the project land bank, exercisable within five years after the second anniversary from closing, at an enterprise value, which implies a significant premium to the NAV. • Dolphin retains a call option to redeem Archimedia’s investment during the first two years from closing at a 30% premium per annum. Sale of Port Kundu, Turkey • Dolphin signed a preliminary non-binding agreement for the sale of 100% of Pt. Kundu with a local real estate development group on 24 June 2013. After the completion of their due diligence on Pt. Kundu and the renewal of the Pt. Kundu building permits, the parties entered into a final binding agreement on 12 March 2014 for the sale of 100% of the Pt. Kundu project for a cash consideration equal to €9.82 million. • Although the purchase price agreed represents a 16% discount to the project’s most recent valuation of €11.4 million as at 30 June 2013 and a 37% discount to Dolphin’s recorded investment cost of €15.7 million, the Company’s Board considered that it was in the Company’s best interests to monetise this non-core and relatively small portfolio asset, given that there was no intention to commence its development over the short to medium term and in view of the deteriorating economic and investment environment in Turkey. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 16 Playa Grande Club & Reserve, Golf Villa Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 17 INVESTMENT MANAGER’S REPORT ISSUE OF PREFERRED EQUITY INSTRUMENT, ASSET SALES, DIVESTMENTS AND INVESTMENTS CONTINUED Update on Venus Rock sale • On 17 May 2013, Aristo (49.8% owned by Dolphin) entered into a binding agreement with China Glory Investment Group (‘CGIG’) for the sale of the Venus Rock project for €241.5 million fixed consideration, plus €48.5 million in conditional deferred consideration. • According to CGIG’s representations to the Aristo management, its delay in meeting the payment deadlines set out under the Venus Rock sales contract was related to both the Chinese regulatory framework imposing foreign investment control restrictions, as well as the uncertainty with regard to the Cyprus citizenship programme for foreign investors, which emerged as a cornerstone component of CGIG’s sales strategy for Venus Rock. • The recent reported reduction in the average minimum investment amount needed for the award of a Cypriot passport to €2 million for foreign investors acquiring collectively a large number of real estate properties within the same project, such as Venus Rock, is expected to accelerate the completion of the transaction. •Aristo and CGIG are under negotiations to amend the Venus Rock sales contract payment terms in order to award a final extension to the purchaser to complete the transaction within a short time frame against the payment of a significant part of the fixed consideration due on the date when the amendment to the contract is executed. • In the case where CGIG fails to reach a revised agreement with Aristo and make the first payment thereunder, Aristo intends to terminate the original sales contract with CGIG, retain the deposit payments received from CGIG and market the project to alternative investors. Dolphin Capital Americas (‘DCA’) DCA is Dolphin’s wholly owned subsidiary for investment in the Americas region, which owns 100% of Playa Grande, 60% of Pearl Island and 10% of Itacare. DCA aims to further expand its project platform in the region, which is expected to experience significant growth in the coming years, and to realise increased synergies and economies of scale with the existing projects and the regional Zoniro teams. • Pursuant to the above strategy, DCA has signed a Letter of Intent to acquire one of the largest privately owned islands in the Bahamas (the ‘Island’) through a corporate merger transaction. The Island is spread over 320 hectares, and is situated less than 30 miles from Nassau and 150 miles from the United States. The island already has basic infrastructure and utilities, a paved airstrip of 4,000 feet, 26 miles of roads and a complex of historical buildings. • Based on the Letter of Intent, DCA would repay circa US$8 million of outstanding loans which encumber the Island and acquire a stake in the Island at a valuation representing a 30% discount to its current asset value and then merge it with DCA, on a NAV for NAV basis. The completion of this transaction would mean that the Island’s owners would own approximately 15% of DCA and mark the expansion of the DCA asset base to include a premier resort destination with proximity to the United States market. • DCA is currently engaged in other discussions for the acquisition of, or merger with additional projects that fit the Company’s strategy. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 18 INVESTMENT MANAGER’S REPORT CASH GENERATION POTENTIAL OF THE DOLPHIN PORTFOLIO 1 The Porto Heli Collection: page 25 2 Playa Grande Club & Reserve: page 33 3 Pearl Island: page 37 The Advanced Projects, excluding Venus Rock due to the ongoing sale process with CGIG, are spread over 2,733 hectares of land, of which 403 hectares represent the current phases of these developments. The total unsold residential capacity of these projects is approximately 470,000 buildable m2, of which circa 110,000 m2 are planned for their current phases. The plans for the current phases of the Advanced Projects include the development of five luxury hotels, such as the first Aman residential resort in Europe (Amanzoe), the first Aman golf-integrated resort worldwide (Playa Grande), the first Nikki Beach resort in the eastern Mediterranean, and the first Ritz Carlton Reserve resort in Central America (Pearl Island); as well as a golf course in Playa Grande designed by Robert Trent Jones Snr. and renovated by his son Rees Jones and the Jack Nicklaus Signature Golf Course at Kilada. Dolphin’s remaining portfolio includes: • 10 major leisure-integrated residential resort projects, spread over 2,156 hectares of land on which it is conservatively expected to build and sell circa 689,000 residential buildable m2, representing only a circa 3% building coefficient. These projects are expected to further increase in value as they complete their permitting and design phase and reach Advanced Project status. • Residual developable land as, under the current plans, not all the land of the Major Projects will be developed. • Aristo Developers, the largest developer and private land owner in Cyprus, which currently has circa 67,000 buildable m2 of residential product in stock or under construction and circa 314,000 land m2 in the form of readily available land plots with a total listed sales potential of over €140 million. In addition, Aristo holds an additional vast portfolio of land assets with the potential to sell over 900,000 residential buildable m2 once fully developed. Dolphin retains a strategic 49.8% shareholding in Aristo. Based on the above, the Investment Manager estimates Dolphin’s total project portfolio cash return potential to be approximately €3.9 billion, or circa 512p per share. This excludes: (i) any dividends or divestment revenues from Aristo due to its nature as a development company with ongoing operations and a diverse portfolio of real estate projects (as opposed to the other single-project Dolphin subsidiaries), as well as (ii) the dividends expected to be received from the Venus Rock transaction upon its completion. The gross cash returns potential of each project is summarised in the following table: Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 19 INVESTMENT MANAGER’S REPORT CASH GENERATION POTENTIAL OF THE DOLPHIN PORTFOLIO CONTINUED (€ million) ADVANCED PROJECTS Residential Leisure Land Total cash DCIbuildablebuildable plots generation stake (m2)(m2)(m2)potential 24,150 439,190 738 1 The Porto Heli Collection 100% 213,702 2 Playa Grande 100% 67,720 28,894 1,377,633 406 3 Pearl Island 60% 190,680 43,353 1,838,466 309 4 Venus Rock Golf Resort 35 TOTAL 472,102 96,397 3,655,289 1,488 MAJOR PROJECTS & ARISTO GREECE 406,965 125,069 78% 133,449 67% 27,929 Scorpio Bay Resort 100% 50,800 Lavender Bay Resort 100% Plaka Bay Resort 100% 5 Sitia Bay Resort 6 The Aman at Kea 7 8 9 10 Triopetra – 977 22,000 – 284 10,063 – 130 14,600 – 160 96,280 24,526 – 194 70,087 32,000 – 156 100% 8,87010,430 – 21 27 Douneika 100%15,55011,450 – Syros 100% – CYPRUS 11 Eagle Pine Golf Resort 12 Apollo Heights Polo Resort 13 Livka - 5 238,883 11,124 – 277 50% 141,996 7,924 – 126 100% 96,887 3,200 – 151 32,944 29,287 – 48 – 48 CROATIA 4,000 100%32,94429,287 TURKEY 10,734–– 33 14 Mediterra 100% 10,734–– 33 TOTAL 689,526 165,480 – Residual Land 21,160,000 1,335 1,149 PORTFOLIO GRAND TOTAL 1,161,628 261,877 24,815,289 3,972 These figures include Venus Rock, pending completion of the sale. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 • The cash generation potential assumes the full development of each project and its exit through retail sales of the residential portfolio and land plots, as well as the sale of its leisure components at a multiple to their expected terminal NOI and does not include inflation assumptions or interim project exits. Cost assumptions cover future development, marketing, sales, branding and agency expenses and do not include already incurred expenses for land acquisition and development as well as respective financing costs, management and performance fees, or corporate income taxes. • All statements are based on future expectations rather than on historical facts and are forward looking statements that involve a number of assumptions, risks and uncertainties. The Company and the Investment Manager cannot give any assurance that such statements will prove to be correct. Any forward looking statements made by or on behalf of the Company are made only on a best estimate basis as at the date they are made and they do not constitute future earnings, revenues or profits forecasts or guidance. Neither the Company nor the Investment Manager undertake to update forward looking statements to reflect any changes in expectations, events, conditions or circumstances upon which such statements are made. 20 INVESTMENT MANAGER’S REPORT MARKET DYNAMICS International tourist arrivals grew by 5% in 2013, reaching a record 1,087 million arrivals, according to the latest UNWTO World Tourism Barometer. Despite global economic challenges, international tourism results were well above expectations, with an additional 52 million international tourists travelling the world in 2013. According to the same report, Europe led this growth in absolute terms, welcoming an additional 29 million international tourist arrivals in 2013, raising the total tourist arrivals to 563 million. This level of growth significantly exceeded the forecast for 2013 and is double the region’s average for the period between 2005 and 2012. By sub-region, Central and Eastern Europe and Southern Mediterranean Europe experienced the best results. The key points for Dolphin’s markets are as follows: • In Greece, international tourist arrivals, according to the Tourism Research Institute, reached 17.9 million in 2013, representing a historical record and an increase of almost 15.4% compared to 2012. 2014 is expected to set a new record. • In Cyprus, tourist arrivals during 2013 amounted to 2.4 million, representing a slight decrease compared to 2012, as reported by the Statistical Service of the Republic of Cyprus. Nevertheless, it is encouraging to note that, despite the banking crisis that occurred in early 2013, tourist arrivals remained broadly stable. Tourist arrivals and receipts are expected to improve significantly in 2014, according to the Cyprus Tourism Organisation (CTO). • In the Americas region, the Central Bank of the Dominican Republic reported that total tourist arrivals in the country during 2013 recorded a 3.8% increase compared to 2012, reaching a total number of almost 5.6 million. • In Panama, based on the data provided by the National Institute of Statistic and Census, the total number of visitors for 2013 was approximately 2.1 million, indicating a 2.6% increase compared to 2012. • The outlook for travel and tourism in the Dominican Republic and Panama in 2014 is very positive, with tourist arrivals expected to grow by 3.0% and 4.0% respectively according to the World Travel & Tourism Council. • In Croatia, foreign tourist arrivals for 2013 reached 12.3 million, representing a 4% increase compared to 2012, according to the Croatian Bureau of Statistics. Due to the fact that the major markets within Europe are experiencing improving domestic economic conditions, particularly Croatia’s top four countries for arrivals (Germany, Slovenia, Italy and Austria), annual growth of around 5% is expected in 2014. • In Turkey, the country’s Statistical Institute reported that the number of foreign visitors rose by 9.8% from a year earlier to 34.9 million in 2013. According to World Tourism Organization data, Turkey is ranked as the sixth most visited country in the world. Provided that recent domestic tension fully settles, 2014 expectations are optimistic. Another relevant metric that has an impact on the purchase of luxury residential real estate is the continued growth of wealth across the globe. The Wealth Report and the Wealth-X reports have published the following findings, supporting this trend: a. In 2013, the growth in the number of high and ultra-high net worth individuals (‘UHNWIs’, individuals with US$30 million or more in net assets) across the globe reached all-time highs in terms of their wealth and population. There are now circa 200,000 UHNWIs across the world, an increase of 6.3% since 2012, with a combined wealth of US$27.8 trillion and with a desire to differentiate themselves in terms of lifestyle choices. b.Property is one of the most popular asset classes in which to invest, accounting for 24% of UHNWIs’ investment portfolios. Over 40% of survey respondents said their clients had increased their allocation to property last year, with 47% expecting it to rise further in 2014. Just over a fifth of UHNWIs, on average, are considering buying a new home in 2014, although the figure rises to almost a third of UHNWIs living in Russia and the CIS. This is a positive indication for Dolphin’s core markets of Greece and Cyprus, where new schemes are being implemented to grant long-term residence visas or citizenship to non-EU real estate buyers or lessees who invest a certain amount of money in the purchase or lease of real estate. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 21 INVESTMENT MANAGER’S REPORT STRATEGIC OBJECTIVES THE STRATEGIC PRIORITIES OF THE COMPANY ARE AS FOLLOWS: 1 # # 6 COMPLETE THE PREFERRED EQUITY ISSUE IN THE DCGC ASSIST ARISTO’S MANAGEMENT IN INCREASING RETAIL SALES that will enable the draw down of funds for the development of Kilada Hills Golf Resort and the Aman at Kea and speed up the development of the next phases of other Advanced Projects. during the current challenging period and complete the Venus Rock transaction using the sales proceeds generated to reduce Aristo’s leverage and distribute dividends to Dolphin. # 2 7 # COMPLETE OTHER AGREED SALES OF PROJECTS AND RESIDENTIAL UNITS. 3 # INCREASE THE PACE OF SALES OF AMANZOE VILLAS and enhance the operational performance of the resort. # 4 # 8 OPPORTUNISTICALLY PURSUE ADD-ON ACQUISITIONS TO EXISTING PROJECTS. # PROGRESS THE DEVELOPMENT OF THE AMAN GOLF RESORT and sell all the remaining Founder Aman Villas at Playa Grande. # GROW DCA and capitalise on the recovery and strong prospects of the North and Latin American markets. 5 9 CONTINUE CAPITALISING ON THE EXPERTISE OF ZONIRO AND ARISTO coupled with the new immigration legislation in Greece and Cyprus to expand the Company’s portfolio and generate additional income. 10 # LAUNCH OPERATIONS AND PURSUE SALES AT THE NIKKI BEACH. ADVANCE THE ZONING AND PERMITTING OF DOLPHIN’S OTHER MAJOR PROJECTS enabling the Company to sell them – either partially or wholly – at a profit, or develop them and realise their full cash return potential. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 22 PORTFOLIO REVIEW picturesque resorts...olive groves...decidedly stylish... groundbreaking...exclusive destinations...private beaches... fine-dining...cutting-edge technology...incredible swimming pools...dramatic and magical landscapes...exquisitely designed guest pavilions...retreats as an antidote to the high stress...sublime experiences...designed masterpieces...soft golden stone...gentle flowing pools...stylish...contemporary... tailor-made...floor-to-ceiling glass doors...generous...idyllic terraces...elegant...tranquil peninsulas...secluded coves... breathtaking panoramic views...tempting dining options... sought after destinations...dramatic cliffs...sun-drenched coastlines...secluded pebbled beaches...crystal waters... heavenly islands...natural beauty...warm weather...great food...heaven on earth...for the discerning global traveler... Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 23 Dolphin’s portfolio is currently spread over 63 million m² of prime coastal developable land and comprises 14 large-scale, leisureintegrated residential resorts under development in Greece, Cyprus, Croatia, Turkey, Panama and the Dominican Republic and a 49.8% strategic participation in Aristo Developers Ltd, the largest developer and private land owner in Cyprus. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 24 PROJECT INVESTMENT AND EXIT SUMMARY A summary of Dolphin’s current investments is presented below. As of 28 February 2014, the net invested amount is €590* million PROJECT ADVANCED PROJECTS 1 The Porto Heli Collection • Amanzoe • The Nikki Beach Resort & Spa • The Chedi and Jack Nicklaus Signature Golf Course 2 Playa Grande Club & Reserve 3 Pearl Island 4 Venus Rock TOTAL MAJOR PROJECTS 5 Sitia Bay Golf Resort 6 The Aman at Kea 7 Scorpio Bay Resort 8 Lavender Bay Resort 9 Plaka Bay Resort 10 Triopetra 11 Eagle Pine Golf Resort – Aristo 12 Apollo Heights Polo Resort 13 Livka Bay Resort 14 La Vanta – Mediterra Resorts Zoniro Greece TOTAL ARISTO CYPRUS* Itacaré Investment DCI Corporate Bonds GRAND TOTAL Land site (hectares) DCI’s stake Investment cost* (€m) 343 96 86% 1 25% 160 63 5 35 35 – 246 100% 950 100% 1,440 60% 1,000 50% 3,733 92 77 27 83 347 – 11 – – 46 434 17 9 14 24 12 4 18 15 25 15 2 – – – – – – – 20 10 2 11 280 65 172 310 440 11 319 461 63 8 27 78% 67% 100% 100% 100% 100% 50% 100% 100% 100% 100% Debt (€m) Real estate value (€m) Loan to real estate asset value (%) 12% 2,156 155 43 260 16% 392 50%86 –106 n/a 10%2–7 n/a n/a n/a 79 – 6,281 590 168 807 22% *Including amounts paid in shares Land site (hectares) Investment cost* (€m) Debt** (€m) 1,648 2,172 71 2,390 241 202 41 106 46 20 12 11 Land site (hectares) 11 210 65 3.6 4 1,351 1 106 4 Real estate value (€m) Loan to real estate value (%) Net asset value 392 223 46 146 12% 9% 25% 8% 44% 34% 5% 17% Dolphin stake sold Dolphin original investment (€m) Dolphin exit proceeds (€m) 100% 100% 33% 100% 100% 50% 75% 100% 100% 2 2.8 4 9 11 208 4 6 16 BY COUNTRY A Greece B Cyprus C Croatia and Turkey D Americas GRAND TOTAL 6,281 590 89 807 11% 100% *Including amounts paid in shares **Excluding DCI corporate bonds. Dolphin return on investment (times) EXITS Tsilivi – Aristo Amanmila Kea Resort Seafront Villas Kings’ Avenue Mall Aristo Developers Ltd The Nikki Beach Resort & Spa Pearl Island Founders’ Phase Pt Kundu TOTAL 1,756 Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 262 7 5.4 4.1 14 15 375.5 6.9 10.6 10 488 3.50x 1.90x 1.00x 1.52x 1.36x 1.80x 1.83x 1.73x 0.63x 1.71x 25 1 THE PORTO HELI COLLECTION PELOPONNESE, GREECE Amanzoe Villa Pool Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 26 PORTFOLIO REVIEW: ADVANCED PROJECTS 1 THE PORTO HELI COLLECTION INTRODUCTION olive groves...decidedly stylish...gentle flowing pools...elegant dining... Engulfed by azure waters and protected coves, and in close proximity to ancient sites of cultural and archaeological interest and picturesque islands, The Porto Heli Collection is home to Amanzoe and will include two additional 5-star hotels, each one offering its own unique style of vacationing and amenities, as well as a range of luxury residential units, catering to a diverse range of travellers and buyers. C O R I NTH CANAL ATH E N S I NTE R NAT I O NAL AI R P O RT MYC E NAE E P I DAVR O S GOLF BEACH ACTIVITIES NAF P LI O N POROS I S LAN D BEACH CLUB SKIING MARINA 1 ARCHAEOLOGICAL SITE PORT HYD RA I S LAN D S P ETS E S I S LAN D Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 27 1 THE PORTO HELI COLLECTION AT A GLANCE DOLPHIN STAKE 100% AREA SIZE 347 3 hectares 5-star hotels Probably the most exclusive development in Greece, to host a range of high-end, masterplanned, leisure-integrated residential resorts, in a serene environment, with panoramic sea views. In the region of Argolida, near Porto Heli (one of the most upmarket, secondhome residential areas in Greece), within 2-hours’ driving distance from Athens International Airport and two hours by ferry from Piraeus Port. www.portohelicollection.com COMPOSITION First Phase • Amanzoe, a 42-pavilion hotel and spa designed by Ed Tuttle, opened in August 2012 • The Aman Beach Club, opened in August 2012 • The Aman Villas, serviced by Amanzoe • The Nikki Beach Resort & Spa at Porto Heli, which will include hotel suites as well as apartments for sale opening in 2014 • The Seafront Villas Other Phases • The Chedi with 100 hotel rooms, spa and 88 club suites and villas • The Chedi Beach Club and 13 cabanas • Jack Nicklaus Signature Golf Course • Golf clubhouse, circa 260 golf residences and 100 hillside residences COMPLETED CONSTRUCTION TO DATE PARTNERS • Amanzoe 42-pavilion resort • Amanzoe beach club, spa and other leisure infrastructure completed and four seafront pavilions under construction • All infrastructure • Ten villas sold or reserved to date, two delivered and three currently under construction www.amanresorts.com www.nikkibeachhotels.com DESIGN • Aman facilities masterplanned and designed by Ed Tuttle • Chedi Hotel and residences, golf clubhouse and golf villas masterplanned and designed by Jean Michel Gathy (Denniston International) • Golf course designed by Jack Nicklaus Signature Design www.ghmhotels.com www.denniston.com.my www.nicklaus.com www.zoniro.com Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 28 PORTFOLIO REVIEW: ADVANCED PROJECTS 1 THE PORTO HELI COLLECTION SHOWCASING OUR POTENTIAL Progress since the last annual report The Amanzoe hotel completed its first full year of operations, generating a small operating profit as expected. The hotel closed for winter maintenance on 8 January 2014 and will reopen on 5 April 2014. Both occupancy and average daily rate for the upcoming period are expected to be higher than 2013. Two new reservation agreements have been signed for Amanzoe Villas, bringing the total number of villas sold or reserved to 10, with a total sales value of €61 million. In parallel, continuing interest in Aman Villas is being witnessed from potential buyers, many of whom have experienced Amanzoe. The construction of the four new hotel beach pavilions, adjacent to the Amanzoe Beach Club with direct beach access, is progressing on time and on budget. The pavilions will be operational in time for the 2014 season, further enhancing Amanzoe’s luxury offering. In addition to two Amanzoe Villas that were added to Amanzoe’s rental programme in July 2013, two more will be added during Q2 2014, whilst three more are currently under construction and due to complete for the 2015 season. The designs for two additional villas have been completed and construction is expected to begin by Q4 2014. As these villas are expected to be included in the hotel rental pool, there will be an additional 19 rooms for the 2014 summer season, and a further addition of 20 rooms in 2015, bringing the total available rooms at Amanzoe, including the current 38 hotel pavilions, and the upcoming four beach front rooms, to 81 rooms for the 2015 season. Amanzoe continued to receive awards and be profiled in the most prestigious publications of the US, UK, France and Russia. Notably, Amanzoe won the Best European Resort, Best Hotel Spa and Best Small Hotel under 100 Rooms awards of the acclaimed Gallivanter’s Guide, and was named as the hotel with the Best Pool in the world by the prestigious Andrew Harper’s Hideaway Report. Other publications that featured Amanzoe are the US Travel+Leisure, The Times online and The Sunday Times, Town & Country, Centurion and Asia Wealth magazines, all in articles that showcase the uniqueness of the resort. At Nikki Beach Resort & Spa at Porto Heli, construction is progressing, in line with budget, for the resort to make a soft opening during the 2014 season. A number of marketing and PR activities are planned throughout spring 2014. On 4 March 2014, the project company signed final agreements with a local bank for a €2.7 million bridge facility to be used for the financing of the construction cost input VAT until it is refunded from the Greek state and has started drawing down from this facility. The same financial institution has provided a €4.6 million Letter of Guarantee, which enabled the Company to draw down the approved €4.2 million government subsidies for the project on 31 December 2013. In order to fund the remaining €5.1 million equity funds required for the completion of the project, Dolphin has extended a corresponding one-year loan facility with an 11% interest charge to the respective project company which is collateralised against SDG’s 75% shares in the Nikki Beach. Dolphin has already funded €1 million under this facility. As reported on 5 December 2013, the Chedi & Jack Nicklaus Signature Golf Course project has qualified under the Strategic Investment Incentive legislation which applies to investments in excess of €100 million and entitles the project to formal support from the Greek government for its implementation. This should speed up the approval process for any outstanding entitlements, significantly increase the total residential buildable area for sale and provide certain tax allowances to the project company. Since approval, the team has been preparing the respective Strategic Environmental Impact Study in accordance with Strategic Investments approval requirements, and will submit it to the relevant authorities in the next few weeks. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 29 …our first completed luxury resort, drawing its name from the Sanskritderived word for ‘peace’, ‘aman’, and ‘zoe’, the Greek word for ‘life’. In the realm of Greek luxury resorts lies a contemporary retreat embracing Greece’s rich history and culture. Amanzoe offers travellers an ideal base from which to explore the natural beauty, coastal pleasures and ancient heritage of the Peloponnese region. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 30 PORTFOLIO REVIEW: ADVANCED PROJECTS 1 AMANZOE EXCELLENCE CONDÉ NAST TRAVELLER 2013 (UK, US, Russia) Hot List TRAVEL+LEISURE 2013 IT List The coolest new hotels of the year ANDREW HARPER’S HIDEAWAY REPORT Grand Awards 2014 1 # Special Recognition Award: Best Pool THE GALLIVANTER’S GUIDE Awards for Excellence, January 2013 1 # Best Hotel Spa Worldwide Best European Resort Best Small Hotel/Resort Under 100 Rooms # 2 Best Leisure Resort Worldwide Amanzoe in the Peloponnese, arrived amid the Greek financial crisis, yet managed to achieve the highest rates in Greece and the highest occupancy; so much so, that many travellers could not secure a suite in peak season. Is it expensive? Yes. Is it worth it? Definitely. Genuine quality, it seems, overcomes just about anything. The Gallivanter’s Guide, January 2014 Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 31 PORTFOLIO REVIEW: ADVANCED PROJECTS 1 AMANZOE ADORED BY THE PRESS AMANZOE, THE PHENOMENON Ethnos, Issue 270, 2014 HOLIDAY LIKE A GREEK GOD Asian Wealth, Autumn 2013 ODE TO A GRECIAN RESORT Departures, January/February 2014 BEST LEISURE RESORT WORLDWIDE Gallivanter's Guide, January 2014 GREECE’S PERENNIAL APPEAL Luxury Hunter, January 2014 BEST POOL: AMANZOE Andrew Harper, Grand Awards 2014 TAKING YOUR INVESTMENT TO THE BEACH Moneymaker, January 2014 AN EARLY HIT OF SUMMER MED SUN Monocle, December 2013 PARADISE FOUND The Player, December 2013 REMOTE CONTROL Sunday Times Style, December 2013 INVESTMENT IN GREECE The Times, November 2013 THE NEW RIVIERA Centurion, November 2013 A-LIST 2013 Travel + Leisure (US), October 2013 AMANZOE, PORTO HELI ELLE (Russia), October 2013 HOT HOTELS Harper’s Bazaar September 2013, SOMEWHERE FOR THE WEEKEND? Condé Nast Traveller, September 2013 AMAN FOR ALL SEASONS Vogue UK, September 2013 VILLAS IN THE OLIVE GROVES Dom & Interior, September 2013 Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 32 Contemporary, refined and elegant, this lifestyle urban resort is where those ‘in the know’ aspire to be. The resort’s ideal beachfront location allows guests to enjoy the crystal clear cobalt blue waters and dramatic panoramic views from almost every corner of the property. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 33 2 PLAYA GRANDE CLUB & RESERVE DOMINICAN REPUBLIC Playa Grande Club & Reserve Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 34 PORTFOLIO REVIEW: ADVANCED PROJECTS 2 PLAYA GRANDE CLUB & RESERVE INTRODUCTION sublime panoramic views...sun-drenched coastlines...dramatic cliffs... Spanning over 11 km of direct coastline with stunning beaches, dramatic 20m cliffs overlooking the Atlantic Ocean, a legendary Robert Trent Jones Snr. designed golf course and an unspoiled nature reserve, Playa Grande Club & Reserve is situated only 1-hour’s drive from two international airports. The project has the capacity for three luxury hotels, including the first Aman resort of the Dominican Republic and over 400 luxury residential units. P U E RTO P LATA 2 CABAR ETE R I O SAN J UAN CAB R E RA SANTIAG O NAG UA SAMANA P E N I N S U LA GOLF BEACH ACTIVITIES BEACH CLUB SPA POLO/HORSERIDING Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 35 2 PLAYA GRANDE CLUB & RESERVE AT A GLANCE DOLPHIN STAKE 100% AREA SIZE circa 950 hectares 11 approximately Playa Grande beach is one of the most spectacular beaches in the Caribbean, on the northern coast of the Dominican Republic. It is situated between the towns of Cabrera and Rio San Juan, each approximately 8 km away from the site. It is approximately 1-hour’s drive from Puerto Plata International Airport and Nagua Airport, and two hours to Santo Domingo. It boasts the first Aman Resort in the Dominican Republic and only golfintegrated Aman Resort in the world. Often referred to as the ‘Pebble Beach of the Caribbean’, it has the only golf course in the western hemisphere with 10 holes running alongside 20m-high cliffs bordering the Atlantic Ocean. COMPOSITION First Phase • A 30-room Aman hotel designed by John Heah • The Playa Grande Aman Beach Club • A new golf clubhouse, fitness, spa and tennis facilities • 37 Aman Villas serviced by the Aman Hotel • The renovation of the existing, legendary Robert Trent Jones Snr. golf course based on new designs by his son Rees Jones Other Phases • Approximately 400 additional residential units (beachfront, hilltop and cliff villas) • Tennis, spa, beach and equestrian clubs km of seafront COMPLETED CONSTRUCTION TO DATE PARTNERS • Main site infrastructure and utilities • 18 hole golf course with renovation of back nine holes complete • One golf villa • Aman Resort infrastructure www.amanresorts.com DESIGN Project masterplanned by Hart Howerton. Golf course renovation design undertaken by Rees Jones, son of Robert Trent Jones Snr., Aman resort designed by Heah & Co led by John Heah www.harthowerton.com www.reesjonesinc.com www.zoniro.com www.playagrande.com Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 36 PORTFOLIO REVIEW: ADVANCED PROJECTS 2 PLAYA GRANDE CLUB & RESERVE CAPITALISING ON OUR EXPERTISE Progress since the last annual report Renovation works on the back nine holes of the Robert Trent Jones Snr. Golf Course have been completed as scheduled by Rees Jones, the son of the original designer. The seeding and grassing process is underway and marks the last stage of renovation of the back nine holes, which will be ready for play by the summer of 2014. The mock-up pavilion is almost complete and planned to be delivered with all fit-out and furniture, fixtures and equipment in April 2014. The construction contract for the Aman pavilions, the main resort lobby and the service buildings has been awarded to local contractors, and vertical construction has been initiated with a view to completing the Aman Resort by mid-2015. The project has to date drawn down circa US$7 million from the US$19 million debt facility for the development of the Aman Golf Resort. An amount of circa US$9 million of Dolphin equity has been deposited with the financing bank which will be drawn down on a 40/60 basis with the debt facility in order to complete the Aman hotel which is currently under construction. Reflecting the improved macro and real estate recovery in the United States, two new sales of Aman Villas have been executed. Based on the strong interest received to date from high net worth individuals primarily from the East Coast of the United States, it is expected that the remaining four Aman Founder Villas (out of the seven recently released for sale) will all be sold well before the Aman hotel opening. DR Beachfront, the investor group which previously owned the Playa Grande site, has completed all the infrastructure works on its site adjacent to the Aman resort to enable the construction of homes for its owners and is nearing completion of a 15-key luxury boutique hotel which will complement the Aman resort offering. This development was featured in the Vogue April 2014 edition. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 37 3 PEARL ISLAND ARCHIPELAGO DE LAS PERLAS, PANAMA Pearl Island, Ritz Carlton Reserve Beach Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 38 PORTFOLIO REVIEW: ADVANCED PROJECTS PORTFOLIO REVIEW: ADVANCED PROJECTS 3 PEARL ISLAND INTRODUCTION crystal waters...secluded private beaches...heavenly natural beauty... I S LA C O NTAD O RA UT 4 0 NA I L E S F R O M PA N A M A C I T Y I CA L M 3 A private island, approximating the size of St. Barths or Capri, with almost 30 km of coastline and 14 private beaches in the heart of an untouched archipelago of unique biodiversity, approximately 40 nautical miles from the skyscrapers of Panama City. With at least three luxury 5-star hotels, a marina, more than 1,000 luxury residential units and a private natural reserve comprising more than half of the island, Pearl Island is set to become one of the first exclusive integrated ecological island resorts in the region. I S LA VIVE R O S BEACH ACTIVITIES BEACH CLUB SPA POLO/HORSERIDING HISTORICAL PLACE I S LA D E L R EY I S LA SAN J O SÉ Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 39 3 PEARL ISLAND AT A GLANCE DOLPHIN STAKE 60% AREA SIZE 1,440 14 Set in the Archipelago de las Perlas, this private island is set to become one of the first exclusive integrated ecological island residential resorts in the region. 70% of the island is retained as a natural reserve park, with a unique ecosystem, marine and bird sanctuary. It has a natural harbour, which is set to become one of the largest marinas in Central America. Pearl Island is accessible by boat in 1 hour and by air in 20 minutes, and is approximately 40 nautical miles south of Panama City. The Project has a completed airstrip, with potential to expand to an international airport. www.pearlisland.com hectares private sandy beaches COMPOSITION Founders’ Phase (7% of the island) – sold • Beach club, spa and other leisure facilities • A 40-berth and 30 dry-dock marina • Approximately 200 residential units (villas and plots) • Private landing strip First Phase – Ritz Carlton Reserve (3% of the island) • 80-key Ritz Carlton Reserve hotel with beach club and related amenities • Approximately 120 branded residential units Other Phases (90% of the island) • Development potential for over 425,000 m2 of buildable residential space or approximately 945 residential units and lots for sale • Up to four additional luxury 5-star hotels • Marina with up to 500 berths and retail facilities • Recreational and sports facilities, including scuba diving, whale watching, fishing, equestrian centre and over 40 km of natural biking and hiking trails • International airport COMPLETED CONSTRUCTION TO DATE PARTNERS • Basic infrastructure works including 26 km of roads • Irrigation/drainage/erosion control systems, nursery and agro-farm • Modular utilities (water and electricity) and workers’ housing that can accommodate up to 300 workers • Airstrip runway of 1 km, now being expanded to 1.5 km to enable business jets access • Beachclub, marina with 40 berths and service pier in advanced stages of construction www.ritzcarlton.com www.harthowerton.com DESIGN Masterplan and design by Hart Howerton Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 www.zoniro.com 40 PORTFOLIO REVIEW: ADVANCED PROJECTS 3 PEARL ISLAND LARGEST PRIVATE ISLAND DEVELOPMENT IN CENTRAL AMERICA Progress since the last annual report The design and value-engineering process is advancing for the construction of an 80-room resort in order to reach the target budget. Discussions are ongoing with potential equity joint venture partners for this phase of the Pearl Island project. Execution of final facility agreements with a regional bank is pending finalisation of the resort budget, which is planned for the end of April 2014. The regional investor group that acquired the Founders’ Phase has completed the beach club and is advancing the marina and the final phases of infrastructure of that phase. The first group of lots has been delivered to their purchasers, and construction of the turn-key villas and condos is underway. The sale of lots and turn-key product continues to maintain momentum, demonstrating the ongoing strength of demand for luxury residential product in Panama. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 41 With almost 30 kilometers of coastline, 14 private beaches and one of the richest marine and bird sanctuaries on the planet, Pearl Island breaks new ground, environmentally, economically and socially for the region. A world all its own, that feels so far away, and that is yet so very close. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 42 PORTFOLIO REVIEW: MAJOR PROJECTS 5 GREECE SITIA BAY GOLF RESORT CRETE, GREECE DOLPHIN STAKE 78% stunning landscapes... AREA SIZE 280 2.5 GRE ECE 8 hectares km of seafront 7 6 5 10 9 CRETE Greece offers to the discerning traveller not only luxury and stunning landscapes, but also adventure, serenity, culinary experiences, a bustling nightlife and a number of outdoor activities. Tourism accounts for 18% of GDP, and is poised for growth as a number of highend international brands are developing properties in the market. LOCATION The island of Crete ACCESS A 10-minute drive from Sitia International Airport, a 1.5-hour drive east from Heraklion International Airport and a 15-minute drive from Sitia Harbour SPECIAL FEATURES A secluded peninsula of unspoilt natural beauty on the largest of the Greek islands and the most popular Greek tourist destination with 3 million visitors in 2011 www.sitiabayresort.com Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 COMPOSITION • Over 130,000m2 of buildable residential units • A 200-room Waldorf Astoria resort • A convention centre • An 18-hole championship golf course • A golf clubhouse • A 32-berth marina • A beach and country club and other leisure facilities DESIGN Masterplan and hotel design by WATG. Nicklaus Design has been appointed as the golf course architect 43 PORTFOLIO REVIEW: MAJOR PROJECTS 6 7 THE AMAN AT KEA SCORPIO BAY RESORT CYCLADES, GREECE VIOTIA, GREECE DOLPHIN STAKE DOLPHIN STAKE 67% 100% AREA SIZE AREA SIZE 65 172 2 hectares PARTNERS www.waldorfastoria.com hectares Private beach Approximately www.watg.com km of seafront www.nicklaus.com www.amanresorts.com www.oberoihotels.com LOCATION The island of Tzia (Kea) ACCESS A 1-hour ferry ride from Lavrio Harbour and a 15-minute drive from Athens International Airport. Regular ferry services from Lavrio all year round COMPOSITION • Aman hotel and residences • Beach club DESIGN Designed by Heah & Co led by John Heah LOCATION COMPOSITION Skorponeri, Viotia region, making this probably the closest luxury seaside residential resort to Athens Luxury Oberoi operated hotel and full service spa, integrated with a residential development and sea-related leisure facilities ACCESS A 1-hour drive from Athens International Airport SPECIAL FEATURES SPECIAL FEATURES Dramatic sea views and a spectacular sandy beach offering a natural harbour and a safe shelter from the Aegean winds A mountainous peninsula of unspoilt natural beauty overlooking a secluded bay and the island of Evoia, and within a 1-hour drive from the ski resort of Mount Parnassus www.zoniro.com DESIGN Hotel and villa designed by Heah & Co led by John Heah GOLF BEACH ACTIVITIES BEACH CLUB SPA SKIING MARINA HOTEL ARCHAEOLOGICAL SITE DRAMATIC LOCATION Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 44 PORTFOLIO REVIEW: MAJOR PROJECTS 8 GREECE LAVENDER BAY RESORT CONTINUED MAGNESIA, GREECE PARTNERS DOLPHIN STAKE 100% www.edsaplan.com AREA SIZE 310 2 www.garyplayer.com hectares km of seafront www.oppenoffice.com www.harthowerton.com www.zoniro.com LOCATION GRE ECE 8 7 6 5 10 9 CRETE GOLF BEACH ACTIVITIES BEACH CLUB SPA SKIING COMPOSITION Near the town of Volos, in the region of Thessalia, at the mouth of Pagasitikos Gulf • A 180-room Kempinski ACCESS • Approximately 2.5-hours’ drive from both Athens and Thessaloniki International Airports, also 20-minute drive from new Aghialos International Airport SPECIAL FEATURES Unspoilt, undulating hills fronted by a 2 km beach and surrounded by forest operated hotel • More than 220 branded residential units More than 390 nonbranded residential units • An 18-hole Gary Player Signature golf course • Beach club and other leisure facilities DESIGN Masterplan by EDSA, golf design by Gary Player and hotel and residences design by Chad Oppenheim (Oppenoffice) MARINA HOTEL ARCHAEOLOGICAL SITE DRAMATIC LOCATION Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 45 PORTFOLIO REVIEW: MAJOR PROJECTS 9 10 PLAKA BAY RESORT TRIOPETRA CRETE, GREECE CRETE, GREECE DOLPHIN STAKE DOLPHIN STAKE 100% 100% AREA SIZE AREA SIZE 440 7 km of seafront LOCATION The island of Crete ACCESS A 40-minute drive east from Sitia International Airport, a 2-hour drive east from Heraklion International Airport and in close proximity to Sitia Harbour SPECIAL FEATURES Easternmost point of Crete 11 hectares 280 COMPOSITION • A residential development of over 70,000m2 • One or more 5-star hotels • Other supporting recreational facilities and potentially an 18-hole golf course DESIGN Masterplan prepared by Hart Howerton m façade along a scenic beach LOCATION On the southern side of Rethymno Prefecture, Crete ACCESS Approximately 54 km from Rethymno, the Prefecture’s capital and main port. The International Airports of Heraklion and Chania fall within a distance of approximately 104 km and 124 km, respectively SPECIAL FEATURES Dramatic sea views and a spectacular sandy beach Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 hectares COMPOSITION • A 60-room luxury 5-star hotel with restaurant, retail, spa and fitness, watersports, outdoor activities and nature treks • Approximately 8,870m2 of residential buildable non-branded villas DESIGN Permit design prepared by Aristo Developers’ Architectural team 46 PORTFOLIO REVIEW: MAJOR PROJECTS 11 CYPRUS EAGLE PINE GOLF RESORT CYPRUS DOLPHIN STAKE 49.8% healthy living... AREA SIZE 319 CYPRUS hectares 11 12 Cyprus is a deeply enjoyable holiday island that boasts myriad charms year round. The rich history of the island can be traced back 10,000 years and, as a destination, Cyprus is not only about attractive and impressively clean beaches, but offers skiing, hiking and several other outdoor activities, always combined with a unique culinary experience. LOCATION COMPOSITION Inland, with stunning sea views, overlooking the Episkopi and Akrotiri regions near Limassol Golf facilities and a residential development component of up to 150,000m2 of residential units ACCESS Less than 1-hour’s drive from both of the island’s international airports SPECIAL FEATURES A few kilometres from Apollo Heights Polo Resort and a 15-minute drive from Venus Rock Golf Resort DESIGN Masterplanning by EDSA, golf design by Graham Marsh in association with Hans-Georg Erhardt, resort design by Porphyrios & Associates Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 47 PORTFOLIO REVIEW: MAJOR PROJECTS 12 APOLLO HEIGHTS POLO RESORT CYPRUS PARTNERS DOLPHIN STAKE 100% www.edsaplan.com AREA SIZE 461 hectares www.gmgd.com.au PORPHYRIOS A S S O C I A T E S www.porphyrios.co.uk www.tonyjacklin.com www.zoniro.com LOCATION Near the town of Limassol ACCESS Less than 1-hour’s drive from both of the island’s international airports SPECIAL FEATURES With excellent views of the sea, the mountains and neighbouring villages, the site also lies adjacent to a number of polo fields and an 18-hole golf course, and is 500m away from the beach COMPOSITION • Hotel facilities • Residential units • Polo fields • 18-hole golf course DESIGN Masterplan by EDSA and golf course design by Tony Jacklin Design GOLF BEACH ACTIVITIES BEACH CLUB SPA POLO/HORSERIDING HOTEL ARCHAEOLOGICAL SITE DRAMATIC LOCATION Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 48 PORTFOLIO REVIEW: MAJOR PROJECTS CROATIA 13 LIVKA BAY RESORT SOLTA, CROATIA DOLPHIN STAKE 100% spectacular coastline... AREA SIZE CROATIA 63 hectares 3 km of seafront 13 With a spectacular coastline that stretches across the Adriatic, more than 1,000 offshore islands, dozens of medieval towns and villages, Croatia’s appeal is obvious. A heaven for yachters and sun worshippers alike, Croatia is quickly emerging as an adventure and gastronomy destination to boot. LOCATION The bay of Livka on the south end of the island of Solta, off the Dalmatian Coast ACCESS 20 km boat ride from Split International Airport SPECIAL FEATURES One of the first luxury residential resorts on the Dalmatian coast COMPOSITION • Luxury hotel with 130 rooms and suites •Approximately 200 private, serviced residences • 120-berth marina • Other supporting recreational,sports and retail facilities DESIGN WATG www.livkabay.com Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 49 PORTFOLIO REVIEW: MAJOR PROJECTS 14 TURKEY MEDITERRA RESORTS ANTALYA, TURKEY PARTNERS DOLPHIN STAKE 100% cultural wonders... www.watg.com AREA SIZE 8 hectares 5 TURKEY cm M İ M A R L I K www.cemalmutlu.com www.cemalmutlu.com -minute drive to the beach 14 www.xavierbohl.com Turkey’s archaeological and cultural wonders, and its lush and twirling Mediterranean coastline, are a Mecca for tourists, attracting millions of European holidaymakers each year. From hikers and adventurers, to yachters and history enthusiasts, Turkey can cater to anyone. LOCATION The Antalya region of southern Turkey ACCESS A 1.5-hour drive from Dalaman International Airport to La Vanta DESIGN Cemal Mutlu & Xavier Bohl SPECIAL FEATURES • La Vanta development is very close to the well-known beaches of Kaputas and Patara and within walking distance from Kalkan beach • 5-minute drive to the beach COMPOSITION • La Vanta is a development of over 25,000m2, comprising over 120 villas and townhouses. Phase 1 was completed in 2009 with 41 units already delivered. Phase 2 is currently under construction BEACH ACTIVITIES BEACH CLUB SPA MARINA HOTEL HISTORICAL PLACE ARCHAEOLOGICAL SITE www.mediterraresorts.com Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 DRAMATIC LOCATION 50 PERMITTING STATUS UPDATE GREECE 1 The Porto Heli Collection Amanzoe Hotel Residential development The Nikki Beach Resort &Spa The Seafront Villas The Chedi and Jack Nicklaus Signature Golf Course Hotel Residential Golf 5 Sitia Bay Golf Resort Hotel Golf Marina Residential 6 The Aman at Kea 7 Scorpio Bay Resort 8 Lavender Bay Resort Hotel Golf Residential 9 Plaka Bay Resort 10 Triopetra LC A MP PEIS GNTO S EIS AD GNTO A CP UC l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l KEY ● ● l l l l l l l l l l l l l l l l l l l l l l l l l l l l N/A l l l l l N/A l l l l l N/A l l l l l N/A l l l l l N/A N/A l l l N/A l l l l l l l N/A N/A l l l l l l l l l l l l l l l l l l l l l l N/A l l l l l l l N/A GREECE LC Land characterisation A Archaeology MP Masterplan PEIS Preliminary environmental impact study GNTO S Greek National Tourism Organisation suitability EIS Environmental impact study AD Architectural designs GNTO A Greek National Tourism Organisation approval CP Construction permit UC Under construction CYPRUS IMP MPA EIS AD BP CP UC 4 Venus Rock Golf Resort Golf coursel Golf residential developments l Residential developmentl Retaill Hotell 11 Eagle Pine Golf Resortl 12 Apollo Heights Polo Resortl l l l N/A l l l N/A N/A l N/A l l l l l l l l l l l l l l l l CROATIA IMPEA TZ UPEIS LP CPUC 13 Livka Bay Resort Phase 1 Phase 2 l l l l l l l l l l l l TURKEYLCMP Z CPUC 14 Mediterra Resorts La Vanta Phase 1l Phase 2l Future phasesl l l l l l l l l l l DOMINICAN REPUBLIC EAMPAPBPUC 2 Playa Grande Club & Reserve Golf course (renovation)l Aman Hotell Aman residentiall l l l l l l l l l l PANAMA EAMPAPBPUC 3 Pearl Island Project levell Founders’ Phasel Ritz Carlton Reservel l l l l l Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 l N/A Completed In progress To be initiated Not applicable l CYPRUS IMP Initial masterplan MPA Masterplan approved EIS Environmental impact study AD Architectural design BP Building permit CP Construction permit UC Under construction CROATIA IMP Initial masterplan EA Environmental assessment TZ Tourist zoning UP Urbanistic plan EIS Environmental impact study LP Location permit CP Construction permit UC Under construction TURKEY LC Land characterisation MP Masterplan Z Zoning CP Construction permit UC Under construction DOMINICAN REPUBLIC EA Environmental assessment MP Masterplan AP Architectural plans BP Building permit UC Under construction PANAMA EA Environmental assessment MP Masterplan AP Architectural plans BP Building permit UC Under construction 51 ARISTO (a 49% subsidiary of DCI) The reduction in real estate market activity triggered by the March 2013 banking crisis in Cyprus persisted over the whole of 2013 and significantly affected the appetite of both international (primarily Chinese and Russian) and local buyers. During 2013, Aristo generated €20 million in sales, 61% lower than the corresponding €52 million of sales realised during 2012, with Chinese buyers representing over 74%, Russian buyers 16% and others 10%. The 2013 sales performance – which was also severely impacted by the fact that Aristo stopped making sales in its best-selling Venus Rock project in view of its sale agreement with CGIG – is the lowest since 2007, when Dolphin initially acquired a shareholding interest in the company, and has significantly impacted Aristo’s operating cash flow. However, this may be counterbalanced by the collection of payments due under the Venus Rock transaction. The recently reported change in policy, setting the average minimum investment amount needed for the award of a Cypriot passport to €2 million for foreign investors acquiring collectively a large number of properties within the same project, such as Venus Rock, also presents a significant opportunity for Aristo to boost its sales performance by promoting its numerous large-sized projects, which are expected to attract affluent non-EU buyers who would like to obtain a European passport. In a further effort to generate additional liquidity, leveraging its extensive portfolio of readily developed properties, projects under construction and land holdings, Aristo has recently completed a strategic review of its operations and organisational structure and is implementing a specific actions programme in order to: 1.Improve the company’s internal and external sales networks, marketing collateral and sales teams, with the target of increasing sales velocity, volume and efficiency. 2.Divest Aristo’s larger assets through a formal process undertaken by the Citi EMEA Real Estate group, which was engaged by Dolphin Capital Holdings Two Ltd (the company that owns a 49.8% stake in Aristo Group) to run a competitive process to attract investors to invest in a platform that would include Venus Rock (in the case where the sale to CGIG is not completed), Eagle Pine, and other large real estate projects owned by both Aristo and third parties. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 www.aristodevelopers.com 52 SUPPORTING COMMUNITIES CORPORATE SOCIAL RESPONSIBILITY Corporate social responsibility (‘CSR’) is embedded in Dolphin’s culture. As such, Dolphin and its Investment Manager consider it their responsibility to mindfully coexist with, and support, the societies and environments where we invest. DOLPHIN CAPITAL FOUNDATION Dolphin Capital Foundation (‘DCF’) is a non-profit charitable entity set up on 12 December 2007, dedicated to helping the surrounding regional communities and the natural environments where Dolphin invests, by donating to various charitable endeavours. PEARL ISLAND The Pearl Island Foundation, backed by Dolphin, Grupo Eleta, the Inter-American Development Bank and other local and regional participants, has continued to pursue its mission of improving the standard of living of the local community through innovative environmental and social initiatives on the island. Pearl Island is already widely regarded as a regional model for engaging public and private sector co-operation and for working with the local community towards achieving pre-identified environmental and socio-economic goals. In keeping with the exceptional work performed since 2008, this year (2013) has seen the accomplishment of several milestones: 1. Improving the standard of local education: The project donated new schooling facilities and delivered audio visual equipment and other supplies that otherwise would be unavailable to a remote island school. We completed the construction of a new pavilion for the school of Jose Dolores Luna and two new classrooms for the middle school. We funded English language programmes for children in the community and built a new community centre. 2.Professional training of the local community: To support the economic advancement of the community, we are providing basic training and education to prepare them for vocations in the field of tourism and hospitality, as well as start-up ventures, that could support the resort offering of Pearl Island. 3.Developing community-based organic agricultural programmes: Education and training to encourage the adoption of organic farming technologies. We donated 25 hectares to the community for a local organic farm project that will employ nine individuals and benefit the entire community. 4.Improving sanitation and living standards: We completed the first sewage system and aqueduct on the island, providing the local population with access to clean water and disposal of sewage in a hygienic manner. We continue to improve the system with further water treatment plants and placement of communal taps. 5.Providing medical care to the community: We are organising medical tours to attend the community and workers of the resort. For most people in the community this is the only access point they have to healthcare and treatment options. 6. Developing programmes to promote fitness and physical activity, environmental awareness, and maintaining and developing the community parks. Dolphin Capital Investors Limited Annual Review Year ended 31 December 2013 Printed by MegaPrint Ltd. This review has been printed on Symbol Freelife Satin. This paper is environmentally friendly ECF (Elemental Chlorine Free) and wood-free with a high content of selected pre-consumer recycled material. The mill is fully FSC-Certified. The paper is also completely bio-degradable and recyclable. Designed and produced by Boone Design www.boonedesign.com CONTENTS 1 ABOUT US 2 Niche strategy LEADING INVESTORS IN LUXURY RESIDENTIAL RESORTS DOLPHIN CAPITAL INVESTORS LIMITED VANTERPOOL PLAZA, 2ND FLOOR,WICKHAMS CAY 1, ROAD TOWN,TORTOLA, BRITISH VIRGIN ISLANDS ANNUAL REVIEW YEAR ENDED 31 DECEMBER 2013 www.dolphinci.com 4 Residential portfolio 5 Portfolio breakdown 6 Our journey so far 8 Financial highlights 9 Chairman’s statement 10 INVESTMENT MANAGER’S REPORT 11 Overview 12 Issue of preferred equity instrument, asset sales, divestments and investments 18 Cash generation potential 20 Market dynamics 21 Strategic objectives 22 PORTFOLIO REVIEW 24 Project investment and exit summary 25 Advanced Projects 42 Major Projects 50 Permitting status update 51 Aristo 52 Corporate social responsibility NOTE: REPLACE BLACK PLATE WITH BLACK 6 C THROUGHOUT DOLPHIN ANNUAL REVIEW - OUTER Rubine Red keylines cutter guide only. DO NOT PRINT www.boonedesign.com Designed and produced by Boone Design This review has been printed on Symbol Freelife Satin. This paper is environmentally friendly ECF (Elemental Chlorine Free) and wood-free with a high content of selected pre-consumer recycled material. The mill is fully FSC-Certified. The paper is also completely bio-degradable and recyclable. Printed by MegaPrint Ltd.