DOLPHIN CAPITAL INVESTORS LIMITED (incorporated in the British Virgin Islands with registered number )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you are recommended immediately to seek advice from your legal, tax and other professional advisers. This document is not an offer for sale of any securities of Dolphin Capital Investors Limited. Securities of Dolphin Capital Investors Limited, including any offering of its convertible bonds and the shares into which they may be converted, may not be offered or sold in the United States absent registration under United States securities laws or unless exempt from registration under such laws. The offering of Dolphin Capital Investors Limited s securities described in this document has not been and will not be registered under United States securities laws, and accordingly, any offer or sale of these securities may be made only in a transaction exempt from registration. If you have sold or otherwise transferred all of your shares in Dolphin Capital Investors Limited (the Company ), or depositary interests representing such shares, please forward this document, together with the accompanying BLUE form of proxy (the Form of Proxy ) and PURPLE form of instruction (the Form of Instruction ) at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. DOLPHIN CAPITAL INVESTORS LIMITED (incorporated in the British Virgin Islands with registered number ) PROPOSED AUTHORITY TO ALLOT COMMON SHARES AT LESS THAN PREVAILING NET ASSET VALUE PER SHARE IN CONNECTION WITH A PROPOSED ISSUANCE OF CONVERTIBLE BONDS and PROPOSED AMENDMENT TO THE INVESTING POLICY A letter from the Chairman of the Company is set out on pages 6 to 13 of this document. Notice of an Extraordinary General Meeting (the EGM ) of the Company to be held at a.m. (Eastern European Time)/ 8.00 a.m. (UK Time) on 2 April 2013 at 10G. Kranidiotis Street, Nice Day House, 6th Floor, 1065, Nicosia, Cyprus is set out on page 14 of this document. The Form of Proxy and Form of Instruction for use at the EGM accompanies this document. Whether or not Shareholders propose to attend the EGM, they should complete and return the Form of Proxy (in the case of certificated holders not holding depositary interests representing Common Shares in CREST) or the Form of Instruction (in the case of uncertificated holders holding depositary interests representing Common Shares in CREST). The BLUE Form of Proxy should be completed and returned via fax to Computershare Investor Services PLC at so as to be received not later than 8.00 a.m. (UK Time) on 28 March Shareholders should also mail the original signed Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 8.00 a.m. (UK Time) on 28 March Holders of uncertificated depositary interests representing Shares ( Depositary Interests ) will be invited to attend the EGM by Computershare Company Nominees Limited in its capacity as custodian for the Depositary Interests and on behalf of the Company. Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. Alternatively holders of Depositary Interest can fill in the PURPLE Form of Instruction and return such Form of Instruction, signed to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 8.00 a.m. (UK Time) on 27 March The completion and return of the Form of Instruction will not preclude a Shareholder from attending the EGM and voting in person if they so wish. Should a Shareholder wish to attend the EGM and/or vote at the meeting they should contact the UKALLDITeam2@computershare.co.uk

2 CONTENTS Page Expected Timetable 3 Definitions 4 Letter from the Chairman of Dolphin Capital Investors Limited 6 Notice of EGM 14 2

3 EXPECTED TIMETABLE Publication of this document 15 March 2013 Latest time and date for receipt of Forms of Instruction and 8.00 a.m. on 27 March 2013 CREST voting Latest time and date for receipt of Forms of Proxy 8.00 a.m. on 28 March 2013 Time and date of the Extraordinary General Meeting a.m. (Eastern European Time)/ 8.00 a.m. (UK Time) on 2 April 2013 Results of the Extraordinary General Meeting announced by 2 April 2013 The times and dates set out in the expected timetable of events above and mentioned throughout this document may be adjusted by the Company, in which event details of the new times and dates will be announced through a Regulatory Information Service. References to times in this document are references to UK Time unless otherwise stated. 3

4 DEFINITIONS Euros Admission Document the Company s AIM admission document dated 6 December 2005 AIM Rules Allocation to Eligible Persons Board or Directors Bondholder Company Convertible Bonds CREST Depositary Interests DTC EGM or Extraordinary General Meeting Eligible Persons Eligible Shareholders Euro Bond Issue Euroclear the AIM Rules for Companies (including the guidance notes thereto) published by the London Stock Exchange governing, inter alia, the continuing obligations of AIM companies (as amended from time-to-time) the limited allocation forming part of the Issue and available only to Eligible Persons as further described in paragraph 3 of this document the board of directors of the Company a holder of Convertible Bonds Dolphin Capital Investors Limited together US$ Convertible Bonds and Euro Convertible Bonds the computerised settlement system operated by Euroclear which facilities the transfer of title to shares in uncertificated form de-materialised depository interests representing Shares issued by the depository, Computershare Investor Services PLC, and settled in CREST The Depository Trust Company the extraordinary general meeting of the Company to be held at a.m. (Eastern European Time)/8.00 a.m. (UK Time) on 2 April 2013 at 10G, Kranidiotis Street, Nice Day House, 6th Floor, 1065, Nicosia, Cyprus has the meaning given to that term in paragraph 3 of this document has the meaning given to that term in paragraph 3 of this document the issue of the Euro Convertible Bonds Euroclear UK & Ireland Limited, being the operator of CREST Euro Convertible Bonds 50 million senior, unsecured convertible bonds due 2018, convertible into Shares Form of Proxy Form of Instruction Issue Manager Monarch the form of proxy for use at the EGM the form of instruction for use at the EGM together the Euro Bond Issue and the US$ Bond Issue Dolphin Capital Partners Ltd Monarch Alternative Capital LP 4

5 Monarch Funds Net Asset Value Net Asset Value per Share Nominated Adviser Notice of EGM Overseas Persons Playa Grande Bonds Resolutions Shares Shareholder Tender Offer Third Point Third Point Funds US$ Bond Issue US$ Convertible Bonds funds under the discretionary management of Monarch the value, as at a date, of the assets of the Company after deduction of all liabilities calculated in accordance with the Company s accounting policy at any time the Net Asset Value divided by the number of Shares in issue (other than Shares held in treasury) at the date of calculation Grant Thornton UK LLP the notice of EGM as set out on page 14 of this document has the meaning given to that term in paragraph 3 of this document US$40 million convertible bonds of DCI Holdings Seven Ltd convertible into Shares the resolutions set out in the Notice of EGM common shares of 0.01 each in the capital of the Company a holder of Shares the tender offer to be made by DCI Holdings Seven Ltd to the holders of the Playa Grande Bonds to repurchase such bonds at par value together with accrued interest (but subject to the option to scale back applications) Third Point LLC funds under the discretionary management of Third Point the issue of the US$ Convertible Bonds up to US$30 million senior, unsecured convertible bonds due 2018, convertible into Shares Warrant Instrument the warrant instrument of the Company dated 12 December 2011 constituting the Warrants Warrants warrants to subscribe for shares at a price of per share (as adjusted following the Company s equity capital raising in 2012) 5

6 LETTER FROM THE CHAIRMAN OF THE COMPANY DOLPHIN CAPITAL INVESTORS LIMITED (incorporated in the British Virgin Islands with registered number ) Directors: Registered Office: Andreas Papageorghiou (Chairman) Vanterpool Plaza Christopher Pissarides 2nd Floor Cem Duna Wickhams Cay 1 Antonios Achilleoudis Road Town Roger Lane-Smith Tortola David Heller (non-independent) British Virgin Islands Miltos Kambourides (non-independent) (all non-executive) Dear Shareholders 15 March 2013 PROPOSED AUTHORITY TO ALLOT SHARES AT LESS THAN PREVAILING NET ASSET VALUE PER SHARE IN CONNECTION WITH A PROPOSED ISSUANCE OF CONVERTIBLE BONDS and PROPOSED AMENDMENT TO THE INVESTING POLICY 1. INTRODUCTION As announced by the Company on 14 March 2013, the Company is proposing to issue 50 million of new Euro Convertible Bonds and up to US$30 million of new US$ Convertible Bonds. The proceeds of the Euro Bond Issue will be principally used by the Company, (i) to provide the Company with further funds to make opportunistic investments in attractive distressed assets or other projects that can be Net Asset Value accretive for the Company, and (ii) to establish and seed Dolphin Capital Americas a new investment platform to become the holding entity for the Company s existing Americas projects Playa Grande Club & Reserve, Dominican Republic ( Playa Grande ) and Pearl Island Resort, Panama ( Pearl Island ) and further expand in the Americas. The Company s subsidiary, DCI Holdings Seven Ltd, as the issuer of the Playa Grande Bonds will shortly launch a conditional Tender Offer to holders of the Playa Grande Bonds to purchase the Playa Grande Bonds held by such holders at an amount equal to the par value of such bonds plus accrued interest. The proceeds of the US$ Bond Issue will be used to fund the consideration (if any) payable pursuant to the Tender Offer. Together, the Third Point Funds and the Monarch Funds have entered into conditional subscription agreements with the Company pursuant to the terms of which the Third Point Funds and the Monarch Funds have agreed to, (i) fully backstop the Euro Bond Issue, and (ii) backstop up to US$28 million of the US$ Bond Issue, in agreed proportions. The price at which Shares will be issued upon any conversion of either the Euro Convertible Bonds or the US$ Convertible Bonds will be less than the then prevailing Net Asset Value per Share. In the Admission Document it was stated that the Company would not issue Shares at a price less than the then prevailing Net Asset Value per Share. It is therefore proposed to seek a derogation to this policy from Shareholders at the EGM to allow the issuance of Shares upon conversion of either the Euro Convertible Bonds or the US$ Convertible Bonds at a price which is less than the then prevailing Net Asset Value per Share at the time of conversion. In addition, the Board is proposing an amendment to the investing policy of the Company to formally broaden the Company s geographical investment area to include the Americas. 6

7 Further details of these matters are set out below. 2. DETAILS OF THE ISSUE Euro Bond Issue terms The Company is proposing to issue 50 million of senior, unsecured Euro Convertible Bonds due The basic terms of the Euro Convertible Bonds are: Coupon 5.50 per cent. per annum, payable semi-annually in arrears in equal instalments on 30 June and 31 December in each year, beginning 30 June 2013 with a short first and final coupon. Maturity date the 5th anniversary of the issue date. Conversion period the conversion right may be exercised at the option of the holder from the date being 3 months after the closing date of the Euro Bond Issue until the close of business on the day falling seven calendar days prior to the maturity date. Initial conversion price per Share (representing 0.50 per Share converted into Euros at the fixed exchange rate of 1.00: ). Denomination 10,000 per Euro Convertible Bond subject to a minimum subscription of 100,000. Settlement in definitive form or in dematerialised form via DTC at the option of the bondholder. The Euro Convertible Bonds will not, on issue, be listed or quoted on any stock or securities exchange. It is expected that the closing and settlement of the Euro Bond Issue will take place on 4 April and 5 April 2013 respectively. Euro Bond Issue use of proceeds The proceeds of the Euro Bond Issue will be principally used by the Company, (i) to provide the Company with further funds to make opportunistic investments in attractive distressed assets or other projects that can be Net Asset Value accretive for the Company, and (ii) to establish and seed a new Dolphin Capital Americas investment platform which will become the holding entity for the Company s existing Americas projects, Playa Grande (Dominican Republic) and Pearl Island (Panama). Given the current economic environment particularly in Greece and Cyprus, there are several available land and resort assets in prime locations that can be acquired at a significant discount to both their replacement costs and fair values, whilst there are currently almost no local or international institutional investors active in the market. In addition, the Company intends, following commencement, but prior to the expiration of, the Tender Offer, and prior to the completion of the US$ Bond Issue, to transfer its Americas projects, Playa Grande and Pearl Island, into a common holding platform ( Dolphin Capital Americas ). Dolphin Capital Americas will, (i) continue the development of the Playa Grande and Pearl Island projects with the aim of realising significant returns for Shareholders, and (ii) pursue further Net Asset Value accretive, attractively-priced or distressed acquisitions in the Americas. Following the formation of Dolphin Capital Americas, the Company will look at optimum alternatives to further capitalise, grow and realise value from the platform. Axia Ventures Group Ltd., a privately-owned investment banking boutique, has acted as a financial adviser to the Company in connection with the Euro Bond Issue. US$ Bond Issue terms The Company is proposing to issue up to US$30 million of senior, unsecured US$ Convertible Bonds due The basic terms of the US$ Convertible Bonds are: Coupon 7.00 per cent. per annum, payable semi-annually in arrears in equal instalments on 30 June and 31 December in each year, beginning 30 June 2013 with a short first and final coupon. Maturity date the 5th anniversary of the issue date. 7

8 Conversion period the conversion right may be exercised at the option of the holder from the date being 3 months after the closing date of the Euro Bond Issue until the close of business on the day falling seven calendar days prior to the maturity date. Initial conversion price US$ per Share (representing 0.45 per Share converted into US$ at the fixed exchange rate of 1.00:US$1.4928). Denomination US$10,000 per US$ Convertible Bond subject to a minimum subscription of the US$ equivalent of 100,000. Settlement in definitive form or in dematerialised form via DTC at the option of the bondholder. The US$ Convertible Bonds will not, on issue, be listed or quoted on any stock or securities exchange. It is expected that the closing and settlement of the US$ Bond Issue will take place on 19 April and 22 April 2013 respectively following the closing of the Tender Offer. US$ Bond Issue use of proceeds and the Tender Offer As part of the establishment of the Dolphin Capital Americas platform, the Playa Grande project will be transferred to a new wholly-owned holding company, and will no longer form part of the assets of DCI Holdings Seven Ltd, the Company s subsidiary, which is the current owner of the Playa Grande project and the issuer of the US$40 million Playa Grande Bonds. The partial refinancing of the existing Playa Grande Bonds will improve the platform s prospects for attracting new investors or joint venture partners and, for further expanding in the region. In addition, the proposal partial refinancing of the existing Playa Grande Bonds is expected to free-up an amount of Aman lots in the Playa Grande project which would have been exchangeable against the Playa Grande Bonds retired at a discount to their retail value and will now become available for sale, thus adding to the project s expected cash flows and profitability. In this respect, the Company s wholly-owned subsidiary, DCI Holdings Seven Ltd, as issuer of the Playa Grande Bonds, will launch the Tender Offer to the holders of the Playa Grande Bonds. Under the terms of the Tender Offer, DCI Holdings Seven Ltd will offer to acquire all the Playa Grande Bonds at par value together with accrued interest. Fortress Investment Group, LLC, which through an affiliate, holds US$12 million of the issued Playa Grande Bonds has indicated to the Company that it does not intend to tender any bonds pursuant to the Tender Offer. In the event that the aggregate principal amount of Playa Grande Bonds tendered pursuant to the Tender Offer, together with accrued interest payable thereon, exceeds US$28 million, DCI Holdings Seven Ltd will have the option, at its discretion, to scale back tender applications, together with accrued interest payable thereon, to not less than US$28 million. The proceeds of the US$ Bond Issue will be used by the Company and DCI Holdings Seven Ltd to fund the consideration (if any) payable pursuant to the Tender Offer. The final proceeds raised by the US$ Bond Issue will therefore be scaled back as required by the Company to the consideration due under the Tender Offer. The Tender Offer is subject to conditions including that Playa Grande Bonds with a minimum par value of US$1 million are tendered under the Tender Offer. In the event that this condition, or any other condition to which the Tender Offer is subject, is not satisfied, both the Tender Offer and the US$ Bond Issue will lapse and will not proceed. Any Playa Grande Bonds purchased by DCI Holdings Seven Ltd pursuant to the Tender Offer will be cancelled. Backstopping arrangements The Company has entered into conditional subscription agreements with, (i) the Third Point Funds, and (ii) the Monarch Funds to fully backstop the Euro Bond Issue and up to US$28 million of the US$ Bond Issue in agreed proportions. Third Point is an SEC-registered investment adviser based in New York, with over US$11.8 billion in assets under management. Pursuant to the Company s share issuance in October 2012 funds under the discretionary management of Third Point currently hold approximately per cent. of the Company s issued share capital. 8

9 Monarch is an SEC-registered private investment firm with nearly US$5.5 billion in assets under management. In relation to the Euro Bond Issue, the Third Point Funds have conditionally committed to subscribe for up to 36 million of the Euro Convertible Bonds subject to receiving a minimum allocation of 20 million of the Euro Convertible Bonds. In addition, the Monarch Funds have conditionally committed to subscribe for up to 14 million of the Euro Convertible Bonds subject to receiving a minimum allocation of 7 million of the Euro Convertible Bonds. In relation to the US$ Bond Issue, the Third Point Funds have conditionally committed to subscribe for up to US$20 million of the US$ Convertible Bonds. In addition, the Monarch Funds have conditionally committed to subscribe for up to US$8 million of the US$ Convertible Bonds. Subject to the final size of the US$ Bond Issue being equal to or greater than US$14 million, the Third Point Funds will receive a minimum allocation of US$10 million and the Monarch Funds a minimum allocation of US$4 million of the US$ Convertible Bonds. Where Convertible Bonds are issued pursuant to these backstop arrangements they will be allocated and issued between the Third Point Funds and the Monarch Funds pro rata based upon the aggregate amounts backstopped by each party. In the event that the US$ equivalent value of the aggregate Euro Convertible Bonds and US$ Convertible Bonds issued to the Third Point Funds exceeds US$50 million, the Third Point Funds will receive a backstop commission equal to two per cent. of the US$ equivalent of the incremental value of the bonds issued to the Third Point Funds in excess of US$50 million. This commission will be settled by the Company through the issuance of further US$ Convertible Bonds, with an equivalent US$ par value, to the Third Point Funds. The Company has the discretion to accept, (i) up to 23 million of subscriptions in relation to the Euro Bond Issue, and (ii) up to US$14 million of subscriptions in relation to the US$ Bond Issue from certain, limited categories of investors by scaling down the Third Point Fund s and the Monarch Fund s allocations. Further details of how Eligible Persons can participate are set out at paragraph 3 below. The relevant conditional subscription agreements with the Third Point Funds and the Monarch Funds were executed on 14 March Completion of the various subscriptions is subject to the satisfaction of a number of material pre-conditions including, amongst others, the approval of the Resolutions at the EGM. Related party transaction As funds under the discretionary management of Third Point currently hold per cent. of the Company s issued share capital, the entry into of the conditional subscription agreement with, the issue of any Convertible Bonds to, and the associated backstopping arrangements with, the Third Point Funds noted above constitute a related party transaction for the purposes of the AIM Rules. In accordance with the AIM Rules, the Board, having consulted with the Nominated Adviser, believes the entry into of the conditional subscription agreement with, the issue of any Convertible Bonds to, and the associated backstopping arrangements with, the Third Point Funds are fair and reasonable insofar as the Shareholders are concerned. 3. PARTICIPATION IN THE ISSUE BY ELIGIBLE PERSONS The Company has the discretion to accept, (i) up to 23 million of subscriptions in relation to the Euro Bond Issue, and (ii) up to US$14 million of subscriptions in relation to the US$ Bond Issue from certain, limited categories of investors by scaling down the Third Point Fund s and the Monarch Fund s allocations. All subscriptions under the Issue will be conditional, amongst other things, on the passing of the Resolutions at the EGM (or any adjourned meeting). Members of the public will not be eligible to participate in the Allocation to Eligible Persons and no public offer of the Convertible Bonds is being made in any jurisdiction. The opportunity to participate in the Allocation to Eligible Persons is available to Shareholders on the register of members on 20 March 2013 who are not residents of the United States of America, Canada, Australia or Japan ( Eligible 9

10 Shareholders ). In addition, to the extent that available Convertible Bonds are not taken up by Eligible Shareholders, the Company or the Manager may selectively approach other third party investors who are not residents of the United States of America, Canada, Australia or Japan to participate in the Allocation to Eligible Persons (such persons together with Eligible Shareholders shall be referred to as Eligible Persons ). Any such third party investors will be persons to whom participation in the Allocation to Eligible Persons may be lawfully offered pursuant to the Financial Promotion Order including Investment Professionals as defined in article 19(5) and High Net Worth Companies etc. as defined in article 49(2) of the Financial Promotion Order. An application by an Eligible Person under the Allocation to Eligible Persons must be for a minimum subscription amount of 100,000 (or currency equivalent). Allocations shall be determined at the sole discretion of the Board after taking into account, amongst other things, the size and tenure of existing shareholdings in the Company and the size of applications under the Allocation to Eligible Persons. The Board retains the right to scale back or refuse any subscriptions at its sole discretion. In particular, where the final required size of the US$ Bond Issue (taking into account tenders received under the Tender Offer) is equal to, or less than, US$14 million any applications for US$ Convertible Bonds received from Eligible Persons will be scaled back to zero and the US$ Convertible Bonds issued will be issued only to the Third Point Funds and the Monarch Funds on a pro rata basis. It is the responsibility of all Eligible Persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom ( Overseas Persons ) to satisfy themselves as to the observance of all legal and regulatory requirements in their jurisdiction, including, without limitation, all relevant requirements in relation to the ability of such persons to participate in the Allocation to Eligible Persons. The participation of Overseas Persons in the Issue may, at the sole discretion of the Board, be made subject to such requirements as the Board in its discretion determines necessary. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory. Eligible Persons who wish to participate in the Allocation to Eligible Persons should contact the Manager to express their interest as soon as possible. The deadline for receipt of expressions of interest from Eligible Shareholders is 5.00 p.m. (UK Time) 26 March Any Convertible Bonds not taken up by Eligible Persons will be allocated to Third Point and Monarch pursuant to the backstopping arrangements described above. The Directors are making no recommendation in relation to participation in the Allocation to Eligible Persons. Whether or not an Eligible Shareholder decides to participate is a matter for such Eligible Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and their investment objectives. 4. SHAREHOLDER APPROVAL OF THE ISSUE In the Admission Document, the Board undertook to exercise its general authority to allot new authorised but unissued Common Shares at a price which is not less than the then prevailing Net Asset Value per Share. The Board believes the issuance of Common Shares upon conversion of any of the Convertible Bonds to be in the best interests of the Company and is therefore convening the EGM to propose Resolution 1, as an ordinary resolution, to approve a derogation from this undertaking in order to authorise the Board to issue the Common Shares at a price below the prevailing Net Asset Value per Share pursuant to the conversion of any of the Convertible Bonds. 5. EFFECT ON THE PLAYA GRANDE BONDS AND THE WARRANTS The Playa Grande Bonds can be converted into Shares at US$ per Share ( using a fixed exchange rate of US$1.5995: 1.00). On 30 December 2011, as part of a 8.5 million equity raising, the Company also issued 5,054,889 Warrants to subscribe for new Shares (on a one-for-one basis) at an adjusted exercise price of per Share pursuant to the terms of the Warrant Instrument. 10

11 The Playa Grande Bonds and the Warrant Instrument contain certain standard provisions to adjust their respective conversion prices if, wholly for cash, the Company, (i) issues any Shares; or (ii) issues or grants any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares, in each case at a price per Share which is less than 95 per cent. of the market price of the Shares on the date of issuance of such new securities. Accordingly, the conversion price of the Playa Grande Bonds (as maybe outstanding following the completion of the Tender Offer) and the Warrants will be adjusted if the issue of the new Shares is at a price per Share which is less than 95 per cent. of the market price per Share at the time of issuance of the Convertible Bonds. 6. AMENDMENT TO INVESTING POLICY In the Admission Document the Company s investment strategy and investing policy was described as: The investment objective of the Company is to provide Shareholders with strong capital growth combined with a low risk profile through investment in sophisticated leisure-integrated residential resort developments in Southeast Europe (principally Greece, Cyprus, Turkey and Croatia) in partnership with leading developers and operators. In addition, it was stated: The Directors and the Manager believe that the countries which offer the most attractive locations for such [P]rojects are Greece, Cyprus, Turkey and Croatia. The Company s investment activity is concentrated on these four countries with particular emphasis being given to Greece and Cyprus. The Company may also invest in Projects in neighbouring countries, should the Directors consider that such investments would be complementary to the Company s investment portfolio or offer attractive investment returns (Greece, Cyprus, Turkey, Croatia and neighbouring countries being known as the Primary Investment Region ). In 2007, the Board resolved to vary this policy with the effect that the Company would have the ability to invest into other geographies outside the Primary Investment Region that demonstrate similar value upside characteristics to this regional focus and that would enable the Company to enhance existing, or create new strategic, relationships with international service providers/operators (such as master-planners, golf designers, hotel operators and developers) that are for the benefit of the Company s investments in the Primary Investment Region. It was resolved, however, that these investments outside of the Primary Investment Region in aggregate would not exceed 5 per cent. of the Company s last reported Net Asset Value at the time an investment was made. In the years following 2007, the Americas region has grown in prominence for the Company as a region to source attractively priced investment opportunities, including both the Playa Grande (Dominican Republic) and Pearl Islands (Panama) projects, which have become two of the Company advanced projects. The Board and the Manager believe that with the creation of the Dolphin Capital America platform, the Americas region will continue to increase in prominence for the Company and further investment opportunities at attractive or distressed valuations will continue to become available. The Board, therefore, is proposing, by way of Resolution 2 at the EGM, a formal amendment to the investing policy of the Company to broaden the Company s geographical investment area to include the Americas region which will become the Company s Secondary Investment Region and, provided that investments in the Secondary Investment Region do not exceed one third of the Company s last reported Net Asset Value at the time an investment is made, there will be no further restrictions on the amount of the Company s funds which may be invested in the Secondary Investment Region. 7. EXTRAORDINARY GENERAL MEETING The Resolutions will be proposed at the EGM to be held at a.m. (Eastern European Time)/ 8.00 a.m. (UK time) on 2 April 2013 at 10G. Kranidiotis Street, Nice Day House, 6th Floor, 1065, Nicosia, Cyprus. 11

12 Whether or not Shareholders propose to attend the EGM, they should complete and return the Form of Proxy or Form of Instruction (as appropriate) in accordance with the instructions below. 7.1 Shares held in certificated form (i.e. Shares NOT held in uncertificated Depositary Interest form in CREST) Shareholders holding Shares in certificated form should complete and return the BLUE Form of Proxy via fax to Computershare Investor Services PLC at so as to be received not later than 8.00 a.m. (UK Time) on 28 March Shareholders should also mail the original signed Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 8.00 a.m. (UK Time) on 28 March The completion and return of a Form of Proxy will not preclude a Shareholder from attending the EGM and voting in person if they subsequently wish to do so. 7.2 Shares held in uncertificated form (i.e. Shares held in uncertificated Depositary Interest form in CREST) Holders of Depositary Interests will be invited to attend the EGM by Computershare Company Nominees Limited in its capacity as custodian for the Depositary Interests and on behalf of the Company. If you wish to attend, please contact UKALLDITeam2@computershare.co.uk. Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a CREST Voting Instruction ) must be properly authenticated in accordance with Euroclear s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company s agent (3RA50) no later than the date as described in the expected timetable on page 3 of this document. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the holder of Depositary Interests concerned to take (or, if the holder of Depositary Interests is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, holders of Depositary Interests and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Depositary Interest holders can alternatively vote using the PURPLE Form of Instruction and return such Form of Instruction to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 8.00 a.m. (UK Time) on 27 March The completion and return of the Form of Instruction will not preclude a Shareholder from attending the EGM and voting in person if they so wish. Should a Shareholder wish to attend the EGM and/or vote at the EGM they should ensure the relevant box is completed on the Form of Instruction. 12

13 7.3 General The quorum for the EGM is Shareholders present in person or by proxy representing not less than 50 per cent. of the votes of the Shares entitled to vote at the EGM. In the event that a quorum is not achieved the EGM will be adjourned until the same time on 9 April 2013, and the adjourned EGM will be held at the same place as the original meeting. The quorum for such adjourned meeting is Shareholders present in person or by proxy representing not less than one third of the votes of the Common Shares entitled to vote at the meeting. In view of the quorum requirements for the EGM whereby holders of 50 per cent. of the Common Shares are required to be present or represented to form a quorum, Shareholders are requested to complete and return the relevant Form of Proxy or Form of Instruction whether or not they intend to attend the EGM. If you have any queries regarding the EGM please contact Computershare Investor Services PLC during normal business hours on Please note that Computershare Investor Services PLC can only give procedural advice in relation to the EGM and is not authorised to provide investment advice. 8. RECOMMENDATION The Directors consider the Resolutions to be in the best interests of the Company and recommend that Shareholders vote in favour of the Resolutions to be proposed at the EGM as they will be doing in respect of their beneficial or controlled holdings which collectively total 86,774,952 Shares, representing approximately per cent. of the Company s issued share capital. Yours sincerely Andreas Papageorghiou Chairman 13

14 DOLPHIN CAPITAL INVESTORS LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at 10G. Kranidiotis Street, Nice Day House, 6th Floor, 1065, Nicosia, Cyprus at a.m. (Eastern European Time) on 2 April 2013 for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions: ORDINARY RESOLUTIONS 1. THAT the board of directors be and is hereby authorised to allot common shares of 0.01 each ( Common Shares ) at allotment prices below the then prevailing net asset value per Common Share at the time of allotment where such issues of Common Shares arise from the conversion of the Company s convertible bonds, convertible into fully paid Common Shares issued by the Company, as more particularly described in the shareholder circular of the Company dated 15 March THAT the investing policy of the Company be amended as follows: The Americas shall constitute the Company s Secondary Investment Region and, provided that investments in the Secondary Investment Region do not exceed one third of the Company s last reported net asset value at the time an investment is made, there are no further restrictions on the amount of the Company s funds which may be invested in the Secondary Investment Region. Dated: 15 March 2013 Registered Office: Vanterpool Plaza 2nd Floor Wickhams Cay 1 Road Town Tortola British Virgin Islands By Order of the Board NOTES 1. Pursuant to Regulation 41 of the UK Uncertificated Securities Regulations 2001 the Company specifies that only those holders of Common Shares registered in the register of members of the Company, or Depository Interests registered in the register of Depository Interest holders as at 8.00 a.m. (UK Time) on 27 March 2013 (or, if the EGM is adjourned, Shareholders entered on the Company s register of members or Depository Interest holders registered in the register of Depository Interest holders not later than 48 hours before the time fixed for the adjourned meeting) shall be entitled to attend and vote at the EGM in respect of the number of Common Shares or Depository Interests (as appropriate) registered in their name at that time. Changes to entries on the registers after 8.00 a.m. (UK Time) on 27 March 2013 shall be disregarded in determining the right of any person to attend or vote at the EGM. 2. To be valid, the Form of Proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power must reach Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, (during normal business hours) by not less than 8.00 a.m. on 28 March To be valid, the Form of Instruction and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power must reach Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by not less than 8.00 a.m. on 27 March The completion of the Form of Proxy will not preclude a Shareholder from attending the EGM and voting in person. If you have appointed a proxy and attend the EGM in person, your proxy appointment will automatically be terminated. 5. The completion of the Form of Instruction will not preclude a Shareholder from attending the EGM and voting in person. If you wish to attend the EGM and/or vote at the EGM you should contact UKALLDITeam2@computershare.co.uk. 14

15 Perivan Financial Print