TIDMMIN
RNS Number : 8523X
Minoan Group PLC
28 April 2023
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain
28 April 2023
Minoan Group Plc
("Minoan", the "Group" or the "Company")
Results Announcement
Minoan Group Plc announces its results for the year ended 31
October 2022
Project highlights
-- Substantial financial returns whether on existing basis or amended contract.
-- New Project Masterplan and revised Business Plans.
-- Additional senior management and experienced international real estate consultants.
-- NDAs signed with first hotel group and financial partners.
-- Key milestones and timeline now clear.
Financial highlights
-- Loss before taxation of GBP1,065,000 (2020/21: GBP749,000)
due to increased loan interest charges.
-- Operating costs slightly increased to GBP541,000 (2020/21: GBP511,000).
-- Net assets increased to GBP42,689,000 (2020/21: GBP42,406,000).
George Mergos, Chairman of Loyalward Limited, said
" The period under review has seen the vision for the Project
crystallise, following significant effort to create a clear route
forward so that Shareholders are able to have a much better idea of
the very substantial value that is being established within the
Group. "
Christopher Egleton, Chairman of Minoan, said:
"The Company is now able to move forward with more certainty and
we will continue our discussions with the Foundation while focusing
on the Project commercialisation."
Minoan Group Plc's Report and Financial Statements for the year
ended 31 October 2022 can be viewed on the Company's website with
effect from 28 April 2023. A copy of the Report and Financial
statements is also being posted to shareholders today.
For further information visit www.minoangroup.com or
contact:
Minoan Group Plc
Christopher Egleton christopher.egleton@minoangroup.com
George Mergos georgios.mergos@minoangroup.com
W H Ireland Limited 020 7220 1666
Antonio Bossi / Enzo Aliaj
Peterhouse Capital Limited 020 7469 0930
Duncan Vasey
Chairman's Statement
Introduction
During the year under review, which commenced in November 2021,
as well as subsequently, your Company has been active in
progressing the Itanos Gaia Project in Crete (the "Project"). In
the period we completed the new Project Masterplan, revised
Business Plans, made additions to the senior management team and
appointed further experienced international consultants.
The continuing constructive discussions with the Public Welfare
Ecclesiastical Foundation Panagia Akrotiriani (the "Foundation")
are not impeding progress on the Project itself, as we are moving
forward based on the existing contractual documentation. On this
basis, Shareholders will be able to see from the report of George
Mergos, Chairman of Loyalward, that the key numbers relating to the
Project are very strong.
Financial Review
Operating costs for the year slightly increased to GBP541,000
compared to GBP511,000 for the year to 31 October 2022. The loss
before taxation for the year was GBP1,065,000 compared to
GBP749,000 recorded for the year to 31 October 2021 due to
increased loan interest charges .
The Company's net assets at 31 October 2022 increased to
GBP42,689,000 from GBP42,406,000. Capitalised project costs, being
costs associated with acquiring and developing the site in Crete,
planning and other design costs, increased by GBP600,000 to
GBP47,358,000.
Terms for the renewal of the DAGG loan have been received and
subject to finalising final details, the Company expects to enter
into a new agreement with DAGG in the next few days. A further
announcement will be made in due course.
The Project and Greece
The good progress, as reported in the Statement of the Chairman
of Loyalward Limited, which follows this report has enabled the
management team to move forward with certainty and to undertake and
later complete the Commercial and other negotiations that have been
in progress for some time as evidenced by the signing of the first
of a number of Non Disclosure Agreements with various interested
parties. The Commercialisation of the Project for the benefit of
shareholders is now the main focus.
During the year Savills, the Global Real Estate Advisors using
both their British and Greek teams, were appointed to work
alongside the Company's Project Team and Deloitte Financial
Consultants to review the real estate portion of the resorts at the
Project and to ensure it is positioned correctly in the
international market. The political and economic situation in
Greece has remained stable during the period under review although
a general election has been called for next month.
It is important to see Greece and the Project in the context of
the Greek and International markets, where the market for top end
resorts and villas remain buoyant with room rates having increased
significantly above inflation. Further, there are various incentive
and loan packages that are being offered by the Greek Government
combined with the EU. We will be writing to shareholders on these
and other financial matters as they affect the Project going
forward.
Boards and Management
As previously noted, during the year under review the Board
welcomed George Mergos to the board of Minoan Group Plc and as
Chairman of Loyalward Limited, the Group's wholly owned subsidiary
and owner of the Project. In October we announced the team had been
further strengthened with the appointment of Marco Nijhof to work
alongside George. Marco has extensive board level experience within
the international five-star luxury hotel and retail hospitality
industry, developing, commercialising and operating world class
tourism and other businesses.
We expect to make further appointments to both the Management
and advisory teams as we progress.
Chairman's Statement (continued)
Outlook
I am pleased that the Company is able to move forward with more
certainty. We will continue our discussions with the Foundation and
will be focusing on the Project and its commercialisation. In this
context both George Mergos and I expect to be able to report
further progress shortly.
Christopher W Egleton
Chairman
28 April 2023
Statement of the Chairman of Loyalward Limited, the Project
Owner
As Shareholders are aware I joined the Boards of Loyalward and
Minoan something over a year ago. My aims were to help ensure that
the Masterplan, the Business Plan, and the discussions with the
Public Welfare Ecclesiastical Foundation Panagia Akrotiriani (the
"Foundation") were on a stable base and, in the case of the
Foundation, in a position to move forward. I am pleased to be able
to confirm that, as reported previously, those objectives have been
achieved with the Masterplan and Business Plan having been
submitted to the Foundation. In parallel, discussions with the
Foundation are progressing well and are continuing both with their
advisors as well as the Bishop of Irapetra and Sitia as Chairman of
the Foundation with a view to achieving the optimum solution for
both parties.
The discussions with the Foundation and its advisors cover the
key legal, technical and economic aspects of the Project and have
confirmed that the new law on Epifania (the equivalent of a ground
lease in English law) best serves the interests of both parties.
The current Project design relates to Complex Resorts and may be
realised on the basis of the existing legal title documentation as
well as on the basis of an amended contract with Epifania (the
equivalent of a ground lease in English law) . Shareholders will be
pleased to learn that in both cases the Project produces very
substantial returns to all parties and we can only expect them to
improve further in the future.
All of those involved in the discussions have continually
reiterated their wish to see the vision for the Itanos Gaia Project
in Crete (the "Project") realised on the ground. In this context,
in order to avoid or reduce any further unnecessary delays in
delivery, the Company is progressing all the elements of the
Project including the preparation of additional detailed Studies
necessary for the Environmental Assessment ("EA") to ensure that
everything remains in line with the Environmental rules set out in
the Presidential Decree. We expect to lodge the EA later this year.
In the meantime, we are now able to deal with the other elements of
the Project from a position of certainty which, in turn, means that
we can enter into the commercial and financing arrangements
necessary for implementation.
The EA (together with the Masterplan upon which it is based) is
the underlying document which encapsulates the vision for the
Project as it moves forward. This vision is, in part, to create one
of the most environmentally friendly resorts in the Mediterranean,
set in an unrivalled location, famed in mythology as the place
where Europa was born and where the Greek Gods went to celebrate
their victories and regenerate their spirits, whilst at the same
time allowing guests the sort of experience that is today expected
of top end resorts.
The Project will be a very high quality hotel and villa tourism
Project set in 25 square kilometres of the Cavo Sidero Peninsula in
Eastern Crete, with 28 kilometres of coastline and permitted build
space of 108,000 square metres. Current plans include four luxury
hotel and villa complexes, three of which are adjacent to the
coastline in spectacular locations with the fourth being set within
the golf area in the centre of the site. All hotel rooms and villas
will have a view of the Mediterranean and will, for the most part,
provide privacy not usually available in such locations.
The key milestones and timeline that we expect are as
follows:
Hotel Letters of Intent: 2023
Environmental Permitting: 2023/24
Financial Partnerships and Project Finance Agreements:
2023/24
Building Permits: 2024/25
Commencement of Construction: 2025
Commencement of first Hotel Operations: 2026
Overall construction period: 5-7 years.
Statement of the Chairman of Loyalward Limited, the Project
Owner
(continued)
Based on the timeline above and the Business Plan(s) prepared
with Deloitte the key numbers are:
Turnover at maturity (excluding villa disposals): EUR160m
Expected Gross Operating Profit: in excess of 30%
Equity IRR: in excess of 20%.
Whilst these figures are themselves extremely good, they are not
set in stone and we believe they will be seen to be conservative as
the Project moves forward.
Management and Advisors
Shareholders will be aware that we have improved the Project's
management team by the addition of Marco Nijhof to the Board of
Loyalward and have appointed Savills to advise on the real estate
components. We are also in the process of recruiting other members
of both the advisory and management teams about which we will
inform you in the next few months.
Conclusion
The period under review has seen the vision for the Project
crystallise, allowed the results of the heavy workload to create a
clear route forward so that Shareholders are able to have a much
better idea of the very substantial value that is being established
within the Group. I expect to be able to inform Shareholders of
real progress in respect of both Hospitality and Financial
partnerships in the near future.
George Mergos
Chairman, Loyalward Limited
28 April 2023
Consolidated Statement of Comprehensive Income
Year ended 31 October 2022
2022 2021
GBP'000 GBP'000
--------------------------- ---------------------------
Revenue - -
Cost of sales - -
Gross profit - -
--------------------------- ---------------------------
- -
Operating expenses (541) (511)
Other operating expenses:
Corporate development costs - -
Operating loss (541) (511)
Finance costs (524) (238)
Loss before taxation (1,065) (749)
Taxation - -
--------------------------- ---------------------------
Loss after taxation (1,065) (749)
Other Comprehensive income for - -
the year
--------------------------- ---------------------------
Total Comprehensive income for
the year (1,065) (749)
Loss for year attributable to
equity holders of the Company (1,065) (749)
Loss per share attributable
to equity holders of
the Company: Basic and diluted (0.16)p (0.14)p
--------------------------- ---------------------------
Consolidated Statement of Changes in Equity
Year ended 31 October 2022
Year ended 31 October 2022
Share Share Merger Warrant Retained Total
capital premium reserve Reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- --------- -------- ------------ ----------------- ----------------------
Balance at 1 November
2021 19,021 36,583 9,349 2,571 (25,118) 42,406
Loss for the year - - - - (1,065) (1,065)
Issue of ordinary shares
at a premium 1,300 - - - - 1,300
Increase in Warrant Reserve
(note 17) - - - 48 - 48
Balance at 31 October
2022 20,321 36,583 9,349 2,619 (26,183) 42,689
---------------------------- -------- --------- -------- ------------ ----------------- ----------------------
Year ended 31 October 2021
Share Share Merger Warrant Retained Total
capital premium reserve Reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------- --------- -------- ------------ ------------- ----------------------
Balance at 1 November
2020 17,959 36,476 9,349 2,527 (24,369) 41,942
Loss for the year - - - - (749) (749)
Issue of ordinary shares
at a premium 1,062 107 - - - 1,169
Reduction in Warrant
Reserve (note 17) - - - 44 - 44
Balance at 31 October
2021 19,021 36,583 9,349 2,571 (25,118) 42,406
--------------------------- -------- --------- -------- ------------ ------------- ----------------------
Consolidated Statement of Financial Position as at 31 October
2022
2022 2021
GBP'000 GBP'000
-------- --------
Assets
Non-current assets
Intangible assets 3,583 3,583
Property, plant and equipment 157 157
Total non-current assets 3,740 3,740
-------- --------
Current assets
Inventories 47,388 46,758
Receivables 167 162
Cash and cash equivalents 130 20
Total current assets 47,685 46,940
-------- --------
Total assets 51,425 50,680
-------- --------
Equity
Share capital 20,321 19,021
Share premium account 36,583 36,583
Merger reserve account 9,349 9,349
Warrant reserve 2,619 2,571
Retained earnings (26,183) (25,118)
-------- --------
Total equity 42,689 42,406
-------- --------
Liabilities
Current liabilities 8,736 8,274
Total equity and liabilities 51,425 50,680
-------- --------
Consolidated Cash Flow Statement
Year ended 31 October 2022
2022 2021
GBP'000 GBP'000
-------------------------- ---------------------------
Cash flows from operating
activities
Loss before taxation (1,065) (749)
Finance costs 524 238
Depreciation - -
Increase in inventories (630) (327)
(Increase) / decrease in receivables (5) 63
Increase / (decrease) in current
liabilities 370 (514)
-------------------------- ---------------------------
Net cash (outflow) from operations (806) (1,289)
Finance costs (476) (194)
Net cash used in operating
activities (1,282) (1,483)
-------------------------- ---------------------------
Cash flows from investing
activities
Purchase of property, plant - -
and equipment
Net cash used in investing
activities - -
-------------------------- ---------------------------
Cash flows from financing
activities
Net proceeds from the issue
of ordinary shares 1,300 1,169
Loans received 92 328
-------------------------- ---------------------------
Net cash generated from financing
activities 1,392 1,497
-------------------------- ---------------------------
Net increase in cash 110 14
Cash at beginning of year 20 6
-------------------------- ---------------------------
Cash at end of year 130 20
-------------------------- ---------------------------
Notes to the Financial Statements
Year ended 31 October 2022
1 General information
The financial information set out in this announcement does not
constitute statutory financial statements for the year ended 31
October 2022 or 31 October 2021. The report of the auditors on the
statutory financial statements for the year ended 31 October 2022
and 31 October 2021 was not qualified.
The report of the auditors on the statutory financial statements
for each of the years ended 31 October 2022 and 31 October 2021 did
not contain statements under section 498(2) or (3) of the Companies
Act 2006. The statutory financial statements for the year ended 31
October 2021 have been delivered to the Registrar of Companies. The
financial statements for the year ended 31 October 2022 will be
delivered to the Registrar of Companies following the Company's
Annual General Meeting.
The Company is a public limited company incorporated in England
and Wales. The Company's principal activity in the year under
review was that of a holding and management company of a Group
involved in the design, creation, development and management of
environmentally friendly luxury hotels and resorts plus the
provision of general management services.
2 Accounting policies
Basis of preparation
The financial statements are prepared under the historical cost
convention except for where financial instruments are stated at
fair value.
Adoption of new and revised Standards
The International Accounting Standards Board and IFRIC have
issued the following new and revised standards and interpretations
with an effective date after the date of these financial
statements, which have been endorsed and issued by the United
Kingdom at 31 October 2022:
Standard Details of amendment Effective
date
IAS 1 Presentation of IASB defers effective date 1 January
Financial statements of Classification of Liabilities 2023
as Current or Non-current
(Amendments to IAS 1) to
1 January 2023
IAS1 Presentation of Amended by Non-current Liabilities 1 January
Financial statements with Covenants (Amendments 2024
to IAS 1)
IAS 12 Income Taxes Amended by Deferred Tax 1 January
related to Assets and Liabilities 2023
arising from a Single Transaction
(Amendments to IAS 12)
Going concern
The directors have considered the financial and commercial
position of the Group in relation to its project in Crete (the
"Project"). In particular, the directors have reviewed the matters
referred to below.
Following the unanimous approval of a Plenum of the Greek
Council of State, the highest court in Greece, the Presidential
Decree granting land use approval for the Project was issued on 11
March 2016 and was published in the Government Gazette. The
planning rules for the Project are now enshrined in law. The
appeals lodged against the Presidential Decree have been rejected
by the Greek Supreme Court. Accordingly, the directors consider
that they will conclude further Project joint venture agreements in
the near term.
In addition to specific Project related matters as noted above,
and as has been the case in the past, the Group continues to need
to raise capital in order to meet its existing finance and working
capital requirements. While the directors consider that any
necessary funds will be raised as required, the ability of the
Company to raise these funds is, by its nature, uncertain.
Notes to the Financial Statements (continued)
Year ended 31 October 2022
2 Accounting policies (continued)
Going concern (continued)
Having taken these matters into account, the directors consider
that the going concern basis of preparation of the financial
statements is appropriate.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and all its subsidiaries as at 31 October
2022 using uniform accounting policies. The Group's policy is to
consolidate the result of subsidiaries acquired in the year from
the date of acquisition to the Group's next accounting reference
date. Intra-group balances are eliminated on consolidation.
Acquisitions of subsidiaries and businesses are accounted for
using the acquisition method. The consideration for each
acquisition is measured at the aggregate of the fair values of the
assets given, liabilities incurred and equity instruments issued by
the Group in exchange for control of the acquired business.
Acquisition related costs are recognised in the consolidated
statement of comprehensive income as incurred.
Critical accounting estimates and judgements
The preparation of the financial statements in accordance with
generally accepted financial accounting principles requires the
directors to make critical accounting estimates and judgements that
affect the amounts reported in the financial statements and
accompanying notes. The estimates and assumptions that have a
significant risk of causing material adjustments to the carrying
value of assets and liabilities within the next financial year are
discussed below:
-- in capitalising the costs directly attributable to the
Project (see inventories below), and continuing to recognise
goodwill relating to the Project, the directors are of the opinion
that the Project will be brought to fruition and that the carrying
value of inventories and goodwill is recoverable; and
-- as set out above, the directors have exercised judgement in
concluding that the Company and Group is a going concern.
Goodwill
Goodwill arising on acquisitions represents the difference
between the fair value of the net assets acquired and the
consideration paid and is recognised as an asset.
Goodwill arising on acquisition is allocated to cash-generating
units. The recoverable amount of the cash-generating unit to which
goodwill has been allocated is tested for impairment annually, or
on such other occasions that events or changes in circumstances
indicate that it might be impaired. Any impairment is recognised
immediately as an expense and is not subsequently reversed.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less
accumulated depreciation and any recognised impairment loss.
Depreciation is provided in order to write off the cost of each
asset, less its estimated residual value, over its estimated useful
life on a straight line basis as follows:
Plant and equipment: 3 to 5 years
Fixtures and fittings: 3 years
Where the carrying amount of an asset is greater than its
estimated recoverable amount, it is written down immediately to its
recoverable amount.
Investments
Investments in subsidiaries are stated at cost less any
impairment deemed necessary.
Notes to the Financial Statements (continued)
Year ended 31 October 2022
2 Accounting policies (continued)
Inventories
Inventories represent the actual costs of goods and services
directly attributable to the acquisition and development of the
Project and are stated at the lower of cost and net realisable
value.
Foreign currency
A foreign currency transaction is recorded, on initial
recognition in Sterling, by applying to the foreign currency amount
the spot exchange rate between the functional currency and the
foreign currency at the date of the transaction.
At the end of the reporting period:
-- foreign currency monetary items are translated using the closing rate;
-- non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate
at the date of the transaction; and
-- non-monetary items that are measured at fair value in a
foreign currency are translated using the exchange rates at the
date when the fair value was determined.
Exchange differences arising on the settlement of monetary items
or on translating monetary items at rates different from those at
which they were translated on initial recognition during the period
or in previous annual financial statements are recognised in profit
or loss in the period in which they arise.
When a gain or loss on a non-monetary item is recognised to
other comprehensive income and accumulated in equity, any exchange
component of that gain or loss is recognised to other comprehensive
income and accumulated in equity. When a gain or loss on a
non-monetary item is recognised in profit or loss, any exchange
component of that gain or loss is recognised in profit or loss.
Cash flows arising from transactions in a foreign currency are
recorded in Sterling by applying to the foreign currency amount the
exchange rate between the Sterling and the foreign currency at the
date of the cash flow.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and short-term
deposits, with a maturity of less than three months, held with
banks.
Trade and other receivables
Trade and other receivables are recognised initially at fair
value and shown less any provision for amounts considered
irrecoverable. They are subsequently measured at an amortised cost
using the effective interest rate method, less irrecoverable
provision for receivables.
Trade and other payables
Trade and other payables are recognised initially at fair value
and subsequently measured at amortised cost using the effective
interest rate method.
Loans
Loan borrowings are recognised initially at fair value net of
transaction costs incurred. Borrowings are subsequently stated at
amortised cost and any difference between the proceeds (net of
transaction costs) and the redemption value is recognised as a
borrowing cost over the period of the borrowings using the
effective interest method.
Share-based payments
The Company has granted options and warrants to purchase
Ordinary Shares. The fair values of the options and warrants are
calculated using the Black-Scholes and Binomial option pricing
models as appropriate at the grant date. The fair value of the
options is charged to profit or loss with a corresponding entry
recognised in equity. This charge does not involve any cash payment
by the Group.
Notes to the Financial Statements (continued)
Year ended 31 October 2022
2 Accounting policies (continued)
Share-based payments (continued)
Where warrants are issued in conjunction with a loan instrument,
the fair value of the warrants forms part of the total finance cost
associated with that instrument and is released to profit or loss
through finance costs over the term of that instrument using the
effective interest method.
Taxation
Current taxes, where applicable, are based on the results shown
in the financial statements and are calculated according to local
tax rules using tax rates enacted, or substantially enacted, by the
statement of financial position date and taking into account
deferred taxation. Deferred tax is computed using the liability
method. Under this method, deferred tax assets and liabilities are
determined based on temporary differences between the financial
reporting and tax bases of assets and liabilities and are measured
using enacted rates and laws that will be in effect when the
differences are expected to reverse. Deferred tax is not accounted
for if it arises from initial recognition of an asset or liability
in a transaction that at the time of the transaction affects
neither accounting, nor taxable profit or loss. Deferred tax assets
are recognised to the extent that it is probable that future
taxable profits will arise against which the temporary differences
will be utilised.
Deferred tax is provided on temporary differences arising on
investments in subsidiaries except where the timing of the reversal
of the temporary difference is controlled by the Group and it is
probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets and liabilities arising in
the same tax jurisdiction are offset.
The Group is entitled to a tax deduction for amounts treated as
compensation on exercise of certain employee share options. As
explained under "Share-based payments" above, a compensation
expense is recorded in the Group's statement of comprehensive
income over the period from the grant date to the vesting date of
the relevant options. As there is a temporary difference between
the accounting and tax bases a deferred tax asset is recorded. The
deferred tax asset arising is calculated by comparing the estimated
amount of tax deduction to be obtained in the future (based on the
Company's share price at the statement of financial position date)
with the cumulative amount of the compensation expense recorded in
the statement of comprehensive income. If the amount of estimated
future tax deduction exceeds the cumulative amount of the
remuneration expense at the statutory rate, the excess is recorded
directly in equity against retained earnings.
3 Information regarding directors and employees
Directors' and key management remuneration
Costs taken
Costs taken to
to profit or
inventories loss Total
GBP'000 GBP'000 GBP'000
------------- ------------ --------
Year ended 31 October
2022
Fees 65 90 155
Sums charged by third parties
for
directors' and key management
services - 85 85
Share-based payments - - -
65 175 240
------------- ------------ --------
Year ended 31 October 2021
Fees 35 115 150
Sums charged by third parties
for
directors' and key management
services 2 100 112
Share-based payments - - -
37 225 262
------------- ------------ --------
Notes to the Financial Statements (continued)
Year ended 31 October 2022
3 Information regarding directors and employees (continued)
The total directors' and key management remuneration shown above
includes the following amounts in respect of the directors of the
Company. No director has a service agreement with a notice period
that exceeds twelve months.
2022 2021
Fees/Sums Fees/Sums
charged by Share-based charged by Share-based
third parties payments third parties payments
GBP'000 GBP'000 GBP'000 GBP'000
-------------- ----------- -------------- -----------
C W Egleton (Chairman) 40 - 40 -
B D Bartman (Retired
15/2/22) 10 - 35 -
G D Cook 35 - 35 -
T R C Hill 35 - 35 -
G Mergos 30 - - -
-------------- ----------- -------------- -----------
150 - 145 -
-------------- ----------- -------------- -----------
2022 2021
No. No.
------------------------------ ------------------------------
Group monthly average number of persons
employed
Directors 9 7
Management, administration and sales - -
------------------------------ ------------------------------
4 Loss before taxation
The loss before taxation is stated after charging:
2022 2021
GBP'000 GBP'000
Depreciation - -
Auditor's remuneration 23 17
Foreign exchange variances - -
------------------------------ ------------------------------
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