REG - Minoan Group PLC - Interim Results Announcement
29/07/2022 14:00
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RNS Number : 3062U Minoan Group PLC 29 July 2022
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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 £542,000 (2020/21: £788,000).
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
(http://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
£542,000 compared to £788,000 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 £50,907,000 (2021: £50,575,000).
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 30.04.22 6 months ended 30.04.21 Year ended 31.10.21
£'000 £'000 £'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 - - -
(542) (788)
Loss for period attributable to equity holders of the Company
(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 capital Share premium Merger Warrant reserve Retained earnings £'000 Total
£'000 £'000 reserve £'000 £000 equity £'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 capital Share premium Merger Warrant reserve Retained earnings £'000 Total
£'000 £'000 reserve £'000 £000 equity £'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 capital Share premium Merger Warrant reserve Retained earnings £'000 Total
£'000 £'000 reserve £'000 £000 equity £'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 31.10.21
£'000
As at 30.04.22 As at 30.04.21
£'000
£'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 30.04.22 6 months ended 30.04.21 Year ended 31.10.21
£'000 £'000 £'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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