TIDMMIN
RNS Number : 3062U
Minoan Group PLC
29 July 2022
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.
29 July 2022
Interim Results Announcement
Minoan Group Plc
(The "Group" or the "Company" or "Minoan")
Minoan Group Plc, the AIM listed resort development company
presents its unaudited interim results for the six months ended 30
April 2022.
KEY POINTS
-- Appointment of George Mergos as a Director of Minoan and as
Chairman of Loyalward Limited, the owner of the Group's Project in
Greece.
-- Significant progress in discussions with Public Welfare
Ecclesiastical Foundation Panagia Akrotiriani ("the Foundation") in
relation to the Master contract.
-- Repayment date of Group's only secured debt extended to 31 December 2022.
-- Reduced loss for the period to GBP542,000 (2020/21: GBP788,000).
Christopher Egleton, Chairman of Minoan, said:
"As our discussions with the Foundation move towards a
definitive agreement, George Mergos and I look forward to updating
shareholders as we progress these and the commercial discussions
over the coming months."
The Company's unaudited interim results for the six months ended
30 April 2022 can be viewed on Minoan's website,
www.minoangroup.com , with effect from 29 July 2022.
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
James Joyce / Antonio Bossi / Megan Liddell 020 7220 1666
Peterhouse Capital Limited
Duncan Vasey 020 7469 0930
Statement of the Chairman of Loyalward Limited, the Project
Owner
Since taking over as Chairman of Loyalward in March of this
year, I have been delighted with the constructive nature of my
discussions with our partners in the Itanos Gaia development, the
Ecclesiastical Foundation Panagia Akrotiriani (the "Foundation"),
who are the ultimate owners of the land on which the development
will take place.
The discussions with the Foundation have centred on the Project
Masterplan, the Business Plans and the opportunities that the
relatively new legal framework of Epifania brings to both parties
as well as to our future commercial partners, including banks and
other financial institutions. I am pleased with the way in which
the discussions are being conducted concerning the adjustments to
the agreements which necessarily follow the revised Masterplan. The
Masterplan itself sets out the vision of the Project in terms of
its extremely high quality, environmental credentials, overall
design, and an ability to meet current as well as the expected
future demands of discerning travellers and residential users.
The pace of the discussions themselves has accelerated in the
last months and once they are concluded I expect the Project to
move forward at some pace, as we make agreements with contractors,
hotel brands, development partners and others toward project
activation and an actual start of development.
In parallel with all the work on the Masterplan, Business Plans
and the Contract discussions, our environmental team is working
towards the completion of the detailed Environmental Assessment. As
shareholders will be aware from previous statements, the
Presidential Decree which gave what is approximately equivalent to
outline planning consent in the UK, set out the various detailed
conditions, including environmental as well as other rules that the
final development should follow. The whole Project team has been
and is working to ensure that all the rules are observed in order
to achieve the best result.
I look forward to keeping shareholders updated as to progress
over the coming months with additional emphasis on the physical
form of the Project as well as the discussions with the Foundation
and their conclusion.
George Mergos
Chairman, Loyalward Limited
29 July 2022
Chairman's Statement
Introduction
Further to the statement from George Mergos, I would also like
to note my pleasure with the progress that has been made over the
period, building on the work commissioned from the design team in
Greece and the UK and Deloitte. This work has enabled the
Masterplan and business plans to be updated in a manner which has
greatly assisted the progress of the discussions with the
Foundation led by George.
Once complete, the adjustments to the Contract will allow us to
finally crystallise our banking, commercial, and other discussions.
With partners, the development of the Project can then
commence.
Building on the revised Masterplan, the wider Minoan team has
been and is working, with input from the Foundation, on every
aspect of the Project, from the technical elements, including
designs, building locations and detail on infrastructure, moving to
the legal and financial terms. We and the Foundation believe that
the granting of Epifania will deliver the best financial outcome
for both parties. Epifania will also help to ensure the quality of
the end product, built to the highest environmental standards, and
with the certainty based on the updated contract will speed the
process towards first revenues.
The updated and agreed business plan and master agreement will
form the basis of discussions with commercial and other
partners.
I would like to thank all parties and particularly the
Foundation for the constructive dialogue which is now picking up
speed.
Financial Review
The Board is pleased to note the reduction in the loss for the
six months period to 30 April 2022. The loss before taxation was
further reduced to GBP542,000 compared to GBP788,000 in the same
period last year. The Company continues to focus on the key
activities necessary to drive the Project forward.
As announced on 18 July 2022, Minoan extended its only secured
borrowing to 31 December 2022 to cover the period during which the
Board expects the Company's Project in Crete to reach a definitive
stage in its development.
Total assets at 30 April 2022 totalled GBP50,907,000 (2021:
GBP50,575,000).
Outlook
As we draw our discussions with the Foundation to a successful
conclusion and a definitive agreement, George Mergos and I look
forward to updating shareholders as we progress with our commercial
discussions, which we expect will be forthcoming over the coming
months.
Christopher W Egleton
Chairman
29 July 2022
Unaudited Consolidated Statement of Comprehensive Income
Six months ended 30 April 2022
6 months ended 6 months ended Year ended
30.04.22 30.04.21 31.10.21
GBP'000 GBP'000 GBP'000
Revenue - - -
Cost of sales - - -
-------------- -------------- -----------
Gross profit - - -
Operating expenses (264) (272) (511)
Operating loss (264) (272) (511)
Finance costs (278) (516) (238)
Loss before taxation (542) (788) (749)
Taxation - - -
-------------- -------------- -----------
Loss for period attributable
to equity holders of the Company (542) (788) (749)
-------------- -------------- -----------
Loss per share attributable to
equity holders of the Company:
Basic and diluted (0.09)p (0.15)p (0.14)p
Unaudited Consolidated Statement of Changes in Equity
Six months ended 30 April 2022
Share Share Merger Warrant Retained Total
capital premium reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP000 GBP'000 GBP'000
Balance at 1 November
2021 19,021 36,583 9,349 2,571 (25,118) 42,406
Loss for the period - - - - (542) (542)
Issue of ordinary shares 150 - - - - 150
Share based payments - - - 47 - 47
-------- -------- -------- -------- --------- --------
Balance at 30 April 2022 19,171 36,583 9,349 2,618 (25,660) 42,061
-------- -------- -------- -------- --------- --------
Six months ended 30 April 2021
Share Share Merger Warrant Retained Total
capital premium reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP000 GBP'000 GBP'000
Balance at 1 November
2020 17,959 36,476 9,349 2,527 (24,369) 41,942
Loss for the period - - - - (788) (788)
Issue of ordinary shares 653 65 - - - 718
Share based payments - - - 450 - 450
Balance at 30 April 2021 18,612 36,541 9,349 2,977 (25,157) 42,322
-------- -------- -------- -------- --------- --------
Year ended 31 October 2021
Share Share Merger Warrant Retained Total
capital premium reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP000 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 1,062 107 - - - 1,169
Share based payments - - - 44 - 44
Balance at 31 October
2021 19,021 36,583 9,349 2,571 (25,118) 42,406
-------- -------- -------- -------- --------- --------
Unaudited Consolidated Statement of Financial Position as at 30
April 2022
As at 30.04.22 As at 30.04.21 As at 31.10.21
GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Intangible assets 3,583 3,583 3,583
Property, plant and equipment 157 157 157
Total non-current assets 3,740 3,740 3,740
---------------- ---------------- --------------
Current assets
Inventories 47,004 46,631 46,758
Receivables 158 165 162
Cash and cash equivalents 5 39 20
---------------- ---------------- --------------
Total current assets 47,167 46,835 46,940
---------------- ---------------- --------------
Total assets 50,907 50,575 50,680
---------------- ---------------- --------------
Equity
Share capital 19,171 18,612 19,021
Share premium account 36,583 36,541 36,583
Merger reserve account 9,349 9,349 9,349
Warrant reserve 2,618 2,977 2,571
Retained earnings (25,660) (25,157) (25,118)
---------------- ---------------- --------------
Total equity 42,061 42,322 42,406
---------------- ---------------- --------------
Liabilities
Current liabilities 8,846 8,253 8,274
Total equity and liabilities 50,907 50,575 50,680
---------------- ---------------- --------------
Unaudited Consolidated Cash Flow Statement
Six months ended 30 April 2022
6 months ended 6 months ended Year ended
30.04.22 30.04.21 31.10.21
GBP'000 GBP'000 GBP'000
Loss before taxation (542) (788) (749)
Finance costs 278 516 238
Increase in inventories (246) (200) (327)
Decrease in receivables 4 60 63
Increase / (decrease) in current
liabilities 418 (32) (514)
------------------ --------------------------- ------------------------
Net cash (outflow) from operations (88) (444) (1,289)
Finance costs (231) (66) (194)
------------------ --------------------------- ------------------------
Net cash used in operating activities (319) (510) (1,483)
------------------ --------------------------- ------------------------
Cash flows from investing activities
Purchase of property, plant and -
equipment - -
Purchase of intangible assets - - -
------------------ --------------------------- ------------------------
Net cash used in investing activities - - -
------------------ --------------------------- ------------------------
Cash flows from financing activities
Net proceeds from the issue of
ordinary shares 150 718 1,169
Loans received / (repaid) 154 (175) 328
------------------ --------------------------- ------------------------
304 543 1,497
------------------ --------------------------- ------------------------
Net (decrease) / increase in cash (15) 33 14
Cash at beginning of period 20 6 6
------------------ --------------------------- ------------------------
Cash at end of period 5 39 20
------------------ --------------------------- ------------------------
Notes to the Unaudited Financial Statements
Six months ended 30 April 2022
1. General information
The Company is a public limited company incorporated in England
and Wales. The Company's principal activity in the period 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. Basis of preparation
The interim financial statements are unaudited and do not
constitute statutory accounts as defined in Section 434(3) of the
Companies Act 2006. A copy of the audited Report and Financial
Statements for the year ended 31 October 2021 has been delivered to
the Registrar of Companies. The auditor's report on these accounts
was unqualified and did not contain statements under s498(2) to
s498(4) of the Companies Act 2006.
These interim financial statements for the six months ended 30
April 2022 comprise an Unaudited Consolidated Statement of Profit
and Loss and Other Comprehensive Income, Unaudited Consolidated
Statement of Changes in Equity, Unaudited Consolidated Statement of
Financial Position and Unaudited Consolidated Cash Flow Statement
plus relevant notes.
The interim financial statements are prepared in accordance with
EU adopted International Financial Reporting Standards ("IFRS") and
the International Financial Reporting Interpretations Committee
("IFRIC") interpretations and the Companies Act 2006 applicable to
companies reporting under IFRS.
The principal accounting policies adopted in the preparation of
the interim financial statements are consistent with those adopted
in the Report and Financial Statements for the year ended 31
October 2021.
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.
Having taken these matters into account, the directors consider
that the going concern basis of preparation of the financial
statements is appropriate.
3. Loss per share attributable to equity holders of the
Company
Earnings per share are calculated by dividing the earnings
attributable to the equity holders of a company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share are
calculated by adjusting basic earnings per share to assume the
conversion of all dilutive potential ordinary shares. There are no
dilutive instruments in issue, therefore the basic loss per share
and diluted loss per share are the same. The weighted average
number of shares used in calculating basic and diluted loss per
share for the six months ended 30 April 2022 was 612,627,502. (Six
months ended 30 April 2021: 519,320,281; Year ended 31 October
2021: 550,510,460).
4. Share based payments charge
In accordance with IAS 32, the Share based payments charge in
respect of warrants finance charges has been included in Finance
costs in the Unaudited Consolidated Statement of Comprehensive
Income.
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