The board of Dolphin Capital Investors has terminated the Investment Management Agreement (IMA) between the company and Dolphin Capital Partners (DCP) with immediate effect.
It says that DCP “entered into an undisclosed option agreement with the purchaser of the Amanzoe resort in Porto Heli, Greece at the same time that the company sold its interest in the resort (announced on 2 August 2018)”. The undisclosed option agreement entitled DCP to acquire an additional 15% of the share capital of the special purpose vehicle (SPV) holding the Amanzoe resort, further to a separate agreement for DCP to acquire 15% of the SPV that had been disclosed and authorised by the company.
The failure by DCP to disclose the existence of the undisclosed option agreement “constitutes a repudiatory breach of the IMA” that has resulted in the termination of the IMA by the company.
The company said that it was seeking to pursue all legal options to recover the value arising from the undisclosed option agreement, which could be material in the context of the size of the company (£35m market cap).
The independent directors of the company have also removed Miltos Kambourides, who is the co-founder and managing partner of DCP, from the board of the company with immediate effect.
The company has no current intention of appointing a new investment manager. The directors said that it would self-manage its assets and are putting in place additional resources, including funding, to do this and to enable the continued construction of the Kilada Hills Golf & Country Resort and the various asset sales processes currently underway.
Nicolai Huls and Nick Paris have become executive directors of the company with immediate effect and have been appointed as managing directors. The board said that it remains committed to the objectives for the company of selling its assets and returning capital to shareholders, which was approved by shareholders at the company’s Extraordinary General Meeting held on 22 December 2021.
DCI : Dolphin Capital fires manager following “undisclosed” property agreement