Interim Results Announcement

Minoan

01/08/2025 07:00

RNS Number : 5105T

Minoan Group PLC

01 August 2025

 

`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.

Interim Results Announcement

Minoan Group Plc

("Minoan", the "Group" or the "Company")

 

 

Minoan Group Plc, the AIM listed resort development company presents its unaudited interim results for the six months ended 30 April 2025.

 

 

KEY POINTS

·      The Board has decided that the Company is not a going concern.

·      The Company's only cash resources are those made available to it by DAGG LLP.

·      The loss for the period was £731,000 (2023/24: £601,000).    

·      Total assets decreased to £6,236,000 (2024: £52,109,000).

 

T R C Hill, Independent Director of Minoan, said:

"Minoan's Group Strategic Report, Report of the Directors and Consolidated Financial Statements for the year ended 31 October 2024, published on Tuesday morning, were as transparent as possible on the impasse with the Foundation Panagia Akrotiriani as well as on the liquidity and solvency issues confronting the Company.

 

Those accounts were prepared on a not going concern basis given insufficient liquidity and the impairment of the Itanos Gaia site valuation resulting in the Company having negative shareholder funds. The unaudited interim results are prepared on a similar basis. Reported operating expenses increased by £165,000 in the 6 months ended 30 April 2025 versus the prior year period. Crucially, operating expenses of £261,000 were, unlike prior years, not capitalised as Project costs. Consequently, the increase in the loss for the period attributable to equity holders of the Company rests with the accounting change.

 

Considering the extremely serious state of Minoan Group Plc's finances, I waived contractual entitlements, amounting to £49,000, during the period in question."

 

The Independent Director's Statement

 

Introduction

In the absence of a current Chairman of Minoan Group Plc, I have written this Directors' Statement as the sole remaining Director present for the period under review. 

 

It is well documented that the Company is at an impasse in its relationship with the Public Welfare Ecclesiastical Foundation. Far from the "Significant progress" cited in last year's interim Chairman's Statement of 31 July 2024.

 

 

 

 

 

Financial Review

The increased operating loss is a function of the change in accounting policy. The Unaudited Interim Results for Minoan Group Plc for the six months to 30 April 2025 were prepared on a not going concern basis. In aggregate, operating expenses of £261,000 were, unlike prior years, not capitalised as Project Costs. Said non-capitalised Project Costs include £209,000 for consultants. The £52,000 remaining covers my own and a former board member of Loyalward Limited's  salaries, which had been previously capitalised to Project Costs given our operational roles.

 

For the avoidance of doubt, all Directors' salaries are based upon minuted Renumeration Committee and Board of Directors meetings.

 

Outlook

In the absence of a formalised offer from DAGG LLP, which must be made as soon as reasonably possible, it is still the view of the Board that Minoan Group Plc will enter an insolvency process. The Directors of Minoan Group Plc fully understand their responsibilities to all stakeholders and have either waived or shown a willingness to waive certain entitlements.

 

Share Issues

During the period ordinary shares of 1p each (Ordinary Shares) were issued to settle certain liabilities.

 

On 13 November 2024 a total of 77,859,753 Ordinary Shares were admitted to trading on AIM having been issued to settle certain material liabilities totalling £1,311,195. 24,600,00 Ordinary Shares were issued at 1p per share and 53,259,753 Ordinary Shares were issued at 2p per share.

 

On 13 January 2025, 7,000,000 Ordinary Shares were admitting to trading on AIM having been issued in order to settle £70,000 of liabilities.

 

 

Trading in the Company's shares on AIM will remain suspended pending clarification of the Company's financial position and the outcome of discussions with members of DAGG LLP referred to in this announcement.

 

The Company's unaudited interim results for the six months ended 30 April 2025 can be viewed on Minoan's website, www.minoangroup.com, with effect from 31 July 2025.

TRC Hill, Director

31 July 2025

For further information visit www.minoangroup.com or contact:

 

Minoan Group Plc 

Timothy Hill                                                                   tim.hill@minoan group.com, or

Nicholas Day                                                                nicholas.day@minoangroup.com

 

Zeus                                                                            020 3829 5000

Antonio Bossi/Andrew de Andrade                               

 

Peterhouse Capital Limited                                         020 7469 0930

Duncan Vasey                                                              

Unaudited Consolidated Statement of Comprehensive Income

Six months ended 30 April 2025

 

6 months ended 30.04.25
£'000
6 months ended 30.04.24
£'000
Year ended 31.10.24
£'000
Revenue
-
-
-
Cost of sales
-
-
-
Gross profit
-
-
-
Operating expenses
(525)
(360)
(658)
Operating loss
(525)
(360)
(658)
Finance costs
(206)
(241)
(378)
Impairment charge
-
-
(46,258)
Loss before taxation
(731)
(601)
(47,294)
Taxation
-
-
-
Loss for period attributable to equity holders of the Company
(731)
(601)
(47,294)
Loss per share attributable to equity holders of the Company: Basic and diluted
(0.08p)
(0.07p)
(5.7p)


 

 

 

 

 

 

 

 

Unaudited Consolidated Statement of Changes in Equity

Six months ended 30 April 2025

 

 

 

Share capital
£'000
Share premium
£'000
Merger
reserve £'000
Warrant reserve
£000
Retained earnings £'000
Total
equity £'000
Balance at 1 November 2024
21,439
36,583
9,349
2,461
(74,006)
(4,174)
Loss for the period
-
-
-
-
(731)
(731)
Issue of ordinary shares
849
532
-
-
-
1,381
Balance at 30 April 2025
22,288
37,115
9,349
2,461
(74,737)
(3,524)

 

 

 

 

Six months ended 30 April 2024

Share capital
£'000
Share premium
£'000
Merger
reserve £'000
Warrant reserve
£000
Retained earnings £'000
Total
equity £'000
Balance at 1 November 2023
20,509
36,583
9,349
2,461
(26,712)
42,190
Loss for the period
-
-
-
-
(601)
(601)
Issue of ordinary shares
930
-
-
-
-
930
Balance at 30 April 2024
21,439
36,583
9,349
2,461
(27,313)
42,519

 

 

 

 

Year ended 31 October 2024

Share capital
£'000
Share premium
£'000
Merger
reserve £'000
Warrant reserve
£000
Retained earnings £'000
Total
equity £'000
Balance at 1 November 2023
20,509
36,583
9,349
2,461
(26,712)
42,190
Loss for the year
-
-
-
-
(47,294)
(47,294)
Issue of ordinary shares
930
-
-
-
-
930
Balance at 31 October 2024
21,439
36,583
9,349
2,461
(74,006)
(4,174)

 

 

 

 

 

 

 

 

Unaudited Consolidated Statement of Financial Position as at 30 April 2025

 

As at 30.04.25
 £'000
As at 30.04.24
 £'000
As at 31.10.24
 £'000
Assets
Non-current assets
Intangible assets
1
3,583
1
Property, plant and equipment
2
157
2
Total non-current assets
3
3,740
3
Current assets
Inventories
6,100
48,215
6,100
Receivables
117
136
114
Cash and cash equivalents
16
18
17
Total current assets
6,233
48,369
6,231
Total assets
6,236
52,109
6,234
Equity
Share capital
22,288
21,439
21,439
Share premium account
37,115
36,583
36,583
Merger reserve account
9,349
9,349
9,349
Warrant reserve
2,461
2,461
2,461
Retained earnings
(74,737)
(27,313)
(74,006)
Total equity
(3,524)
42,519
(4,174)
Liabilities
Current liabilities
9,760
9,590
10,408
Total equity and liabilities
6,236
52,109
6,234

 

 

 

 

 

 

Unaudited Consolidated Cash Flow Statement

Six months ended 30 April 2025

 

 

6 months ended 30.04.25
£'000
6 months ended 30.04.24
£'000
Year ended 31.10.24
£'000
Loss before taxation
(731)
(601)
(1,036)
Finance costs
206
241
378
Increase in inventories
-
(220)
(682)
(Increase) / decrease in receivables
(3)
(19)
4
(Decrease) / increase in current liabilities
(837)
186
851
Net cash outflow from operations
(1,365)
(413)
(485)
Finance costs
(206)
(241)
(378)
Net cash used in operating activities
(1,571)
(654)
(863)
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
1,381
930
930
Net loans received / (repaid)
189
(275)
(67)
1,570
655
863
Net (decrease) / increase in cash
(1)
1
(-)
Cash at beginning of period
17
17
17
Cash at end of period
16
18
17


 

 

 

 

 

 

Notes to the Unaudited Financial Statements

Six months ended 30 April 2025

 

1. General information

 

The Company is a public limited company incorporated in England and Wales and quoted on AIM. 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.

 

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 Group Strategic Report, Report of the Directors and Consolidated Financial Statements for the year ended 31 October 2024 has been delivered to the Registrar of Companies. The auditor's report on these accounts did not express an opinion.    

 

These interim financial statements for the six months ended 30 April 2025 comprise an Unaudited Consolidated Statement of Comprehensive Income, Unaudited Consolidated Statement of Changes in Equity, Unaudited Consolidated Statement of Financial Position, 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 2024.

 

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.

 

It has proved impossible to raise capital in order to meet existing finance and working capital requirements.

 

Having taken these matters into account, together with the financial position of the Group as referred to in the Group's Consolidated Financial Statements for the year ended 31 October 2024, the directors consider that the preparation of the financial statements on a going concern basis is not appropriate.

 

In view of the above, and the Group's inability to raise fresh funds, should the DAGG LLP indicative proposal fail to advance, it is the view of the Board that Minoan Group Plc will enter into an insolvency process.

 

 

 

Notes to the Unaudited Financial Statements (continued)

Six months ended 30 April 2025

 

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. As the Group is loss making, 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 2025 was 923,577,554 (Six months ended 30 April 2024: 820,125,243; Year ended 31 October 2024: 832,728,527).

 

 

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