REG - Minoan Group PLC - Interim Results Announcement
01/08/2025 07:00
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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
(http://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 (mailto: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 6 months ended 30.04.24 Year ended 31.10.24
£'000 £'000 £'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 - - -
(731) (601)
Loss for period attributable to equity holders of the Company
(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 Share premium Merger Warrant reserve Retained earnings £'000 Total
£'000 £'000 reserve £'000 £000 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 Share premium Merger Warrant reserve Retained earnings £'000 Total
£'000 £'000 reserve £'000 £000 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 Share premium Merger Warrant reserve Retained earnings £'000 Total
£'000 £'000 reserve £'000 £000 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 31.10.24
£'000
As at 30.04.25 As at 30.04.24
£'000
£'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 6 months ended 30.04.24 Year ended 31.10.24
£'000 £'000 £'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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