REG - Minoan Group PLC - Loan Repayment & Extension and Share Issuance

MinoanAnnouncement

29/08/2023 07:00

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RNS Number : 5463K  Minoan Group PLC  29 August 2023

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inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014. Upon the publication of this announcement this information will be
considered to be in the public domain.

29 August 2023

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

 

Loan Repayment and Extension

Share Issuance at a Premium

 

 

Headlines

Further to recent announcements by the Company, in particular the initial
agreement with the International Hotel Operator and the timescales to
delivery, the Board wishes to streamline and strengthen the Company's balance
sheet in anticipation of reaching additional contractual and commercial
agreements on its Project in Crete. As part of this process, the Board is
pleased to announce that it has reached agreement (the "Agreement") with DAGG
LLP ("DAGG") for repaying part of the only secured debt (the "Loan") of the
Company. This Agreement will, inter alia, result in certain members of DAGG
becoming material shareholders in the Company having agreed to accept shares
in Minoan at a premium to the mid market price in respect of a substantial
part of the Loan. The Board considers this to be a landmark decision by the
lenders and one which the Directors take as a substantial vote of confidence
in the short-term prospects of the Company.

 

Details

The Loan with DAGG stood at £1,414,462 as at 31 December 2022. It has been
agreed with the partners of DAGG, that half of this amount, being £707,231,
will be immediately redeemed by the issue to the members of DAGG of 70,723,100
new ordinary shares in Minoan ("Ordinary Shares") at 1p per Ordinary Share, an
11% premium to the closing mid-market price of the Company's shares on 25
August 2023.

 

The remaining balance of the Loan will be extended to 31 December 2024 for a
fee of £175,000 which will be added to the principal of the Loan. The
interest rate on the Loan remains at 10% per annum. All other terms of the
Loan remain unchanged and as originally announced on 21 July 2020.

The 35,000,000 warrants held by the members of DAGG to subscribe for Ordinary
Shares in Minoan at 1.4p per Ordinary Shares issued in July 2020 which had
expired on 31 December 2022 are being reinstated with an exercise price of
1.1p per Ordinary Share and an expiry date of 31 December 2024 to be
coterminous with the debt. In addition, as part of the Agreement, DAGG has
been given the right to appoint a director to the Board of Minoan Group Plc.
DAGG will put forward three potential directors for the Board to choose one.
Any appointment will be subject to the suitability checks of the Companies Act
and AIM rules.

 

The agreement with DAGG is subject to the approval by Shareholders in a
General Meeting of the authorities to allot the new Ordinary Shares. It is
expected that the General Meeting will be held prior to the end of September
2023.

 

Nicholas Day, who currently holds 9.42% of Minoan's issued share capital and
is a director of Minoan's 100% owned subsidiary Loyalward Limited, is a member
of DAGG. Therefore the Agreement and the reinstatement of the Warrants
constitute related party transactions under Rule 13 of the AIM Rules for
Companies. The Directors of Minoan consider, having consulted with the
Company's nominated adviser, WH Ireland Limited, that the terms of the
Agreement and the reinstatement of the Warrants are fair and reasonable
insofar as its shareholders are concerned.

 

Conclusion

Minoan is very pleased to have successfully concluded these negotiations and
looks forward to introducing a new Board member, once approved at the General
Meeting. The Company believes that this addition, amongst others, will
considerably strengthen the Board at this crucial time as commercialisation of
the Project has now started.

 

We look forward with some confidence to reporting on a number of developments
on the contractual and commercial fronts in addition to the recent
announcement of the "collaboration agreement" with an International Operator
of luxury hotels. The team will now fully focus on delivery against the
timeline outlined in the financial statements to 31 October 2022 and
reconfirmed in the announcement of the Interims on 31 July.

 

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
 

 

Peterhouse Capital Limited
                               020 7469 0930

Duncan Vasey
 

 

 

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