REG - Minoan Group PLC - Preliminary Results for the Year Ended 31 Oct 2021
28/04/2022 07:15
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RNS Number : 6673J Minoan Group PLC 28 April 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.
28 April 2022
Minoan Group Plc
("Minoan", the "Group" or the "Company")
Preliminary Results Announcement
Minoan Group Plc announces its Preliminary Results for the year ended 31
October 2021
Project highlights
· George Mergos appointed Chairman of Loyalward Limited,
the Project owner.
· A revised Masterplan has been produced by the Company's
professional team.
· Management and Deloitte have re-examined the key
assumptions and numbers in the Business Plans, which show stabilised Project
turnover, once the resort becomes fully operational, in excess of €100m.
· In the last few months the Company has presented the
new Masterplan and Business Plans to the Foundation.
· Next stage discussion now underway with the Foundation.
Financial highlights
· Reduced loss before taxation of £749,000 (2019/20:
£876,000) despite large non-cash credit last year.
· Operating costs fell by over 69% to £511,000 (2019/20:
£864,000) due to reductions in UK salary costs and legal and professional
fees.
· Net assets increased to £42,406,000 (2019/20:
£41,942,000).
"My team and I are very satisfied with the progress made and the potential
returns of the Project. We are now engaged in the process of discussing the
next stages of the Project with the Foundation."
George Mergos, Chairman, Loyalward Limited
Minoan Group Plc's Report and Financial Statements for the year ended 31
October 2021 can be viewed on the Company's website with effect from 28 April
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
Bill Cole
william.cole@minoangroup.com
W H Ireland Limited
James Joyce/Megan
Liddell
020 7220 1666
Peterhouse Capital Limited
Duncan Vasey
020 7469 0930
Sapience Communications Limited
020 3195 3240
Richard Morgan Evans
Statement of the Chairman of Loyalward Limited, the Project Owner
I was very pleased to accept the invitation to join the Boards of both Minoan
Group Plc ("Minoan") and Loyalward Limited ("Loyalward"). Further, I was
delighted to take on the role of Chairman of Loyalward at this time of major
progress and as it approaches the culmination of the long and sometimes
difficult journey to the start of the development of what, undoubtedly, will
be one of the best luxury projects in the Mediterranean.
The past few months have, amongst other things, enabled me to oversee the
completion of the new business plans as we move forward with the Foundation
regarding adjustments to the existing Contract and associated legal
documentation. I am looking forward to the next period as the one which will
enable me and my team to complete the steps necessary to see the Project's
partners contracted and start to see real progress on site.
Masterplan
As shareholders will be aware, the main planning legislation for the Project
is the Presidential Decree ("PD") which was issued in 2016 and became
unappealable in the following year.
The PD sets out detailed guidelines which govern the Project and include,
inter alia, its size (108,000 square metres of built space) and the
environmental terms and conditions to be followed at all times. More detail is
given on Minoan's website at www.minoangroup.com (http://www.minoangroup.com)
.
After taking into account recent trends in the tourism and hospitality market
including, most recently, the effects of the pandemic, our architects, land
planners, designers and engineers have produced a revised Masterplan for what
I believe will become the best resort in Greece and the Eastern Mediterranean.
The key points of the design are that all buildings will be low rise and
consist largely of independent units with this combination leading to a level
of privacy not usually available in such resorts. Allied to the planned level
of luxury, with an emphasis on wellbeing as well as wellness and the multitude
of activities which will be available, Itanos Gaia at Cavo Sidero will create
new standards for modern tourism as well as appeal to new types of demand now
becoming evident, particularly in relation to the working from home trend. It
will be a unique place for all visitors, whether for a few days, weeks,
months, or even years.
As we move forward it is my intention to ensure that the Company's website
reflects as much of our thinking as possible, both in terms of the Project
design and the commercial arrangements being discussed and completed.
The Business Plans
With the revised Masterplan now complete, we and Deloitte have re-examined all
the key assumptions and numbers included in the Business Plans for the
Project.
I refer to Plans rather than Plan in order to make it clear that we have
examined the Project and the flexibility which the architects have
incorporated into the design to allow for changes in the composition of the
hotel and tourist residence elements. The purpose of these exercises has been
to ensure that we can adjust to market forces as we move forward in the post
pandemic and 'working from home' world.
In December 2021 the Company submitted the new Masterplan and detailed designs
to the Foundation. This was followed in March 2022 by the presentation of
proposals for adjustments to the Contract for the lease of the Cavo Sidero
site together with a full presentation of the Business Plans prepared by
Deloitte.
The proposals included one which was based on an acceptance by Loyalward of a
set of principles and documentation set out by the Foundation as being their
preferred basis of cooperation.
All of the models chosen produce good returns even though we have used a
conservative approach and a Gross Operating Profit which is below the industry
standard, particularly in the early years. The following should be taken in
context as a guide only and will depend on the final choice of hotel partners
and the normal risks associated with long term forecasts. In order to give
some idea of the scale of the Project, the current business plans forecast,
once the resort becomes fully operational, a stabilised turnover for hotel and
villa rental rooms in excess of €100m.
Statement of the Chairman of Loyalward Limited, the Project Owner (continued)
My team and I are very satisfied with the progress made and the potential
returns of the Project. We are now engaged in the process of discussing the
next stages of the Project with the Foundation.
George Mergos
Chairman, Loyalward
Limited
28 April 2022
Chairman's Statement
Introduction
For the year ended 31 October 2021, against the backdrop of the ongoing global
pandemic, the Group continued to progress significantly its Crete project (the
"Project") whilst reducing its overall cost base. Since the year end, the
progress on the Project has accelerated and includes, inter alia, senior
executive management changes, completion of a new Project Masterplan, revised
Business Plans, constructive negotiations with our Foundation partners and a
welcome return of site visits with potential commercial partners.
The Board recognises the need to demonstrate unequivocal progress in terms of
the Project's development in the immediate future. We fully acknowledge that
such progress has been slower than expected and we are grateful to
shareholders and stakeholders for their patience. The Board now believes that
this patience will be rewarded; with a new Chairman of our wholly owned
subsidiary now in place, our business plans updated to reflect the current
market potential, a resilient investment environment, encapsulated in the new
Development law and with Covid restrictions receding, Minoan is now
exceptionally well placed to finally progress the Project towards activation.
Financial Review
The loss before taxation for the year of £749,000 was improved compared to
the £876,000 recorded for the year to 31 October 2020 despite a large credit
last year relating to the non-cash fair value adjustment for warrants.
Operating costs fell by over 69% to £511,000 from £864,000 as a result
of reductions in UK salary costs and in legal and professional fees. The
Company's net assets at 31 October 2021 increased to £42,406,000 from
£41,942,000.
The Company is continuing discussions with its major lender and reports that
both parties are working towards a mutually acceptable solution to help to
ensure the Company has sufficient working capital for the next year. The Board
fully expects, subject to detailed agreement, that the repayment date of the
borrowing will be further extended.
The Project and Greece
During the year, new studies for the detailed environmental assessment of the
Project and the Project Site were commissioned which, in part, enabled the
preparation of the Masterplan for the new and more luxurious development as
envisaged when the Project was successful in being granted its coveted
'Strategic Investment' status. The Company worked extensively with Deloitte in
Greece, with both the financial advisory and specialist hospitality divisions,
on the financial modelling and business case to inform its discussions with
the Public Welfare Ecclesiastical Foundation Panagia Akrotiriani (the
"Foundation") concerning the Contract and the lease agreement as well as with
different types of commercial partners for the Project.
Further details of the new Masterplan, the accompanying Business Plans and the
Project generally are set out in the statement by George Mergos as Chairman of
the Project Company, Loyalward Limited.
Boards and Management
In February this year the Board was pleased to welcome George Mergos to the
boards of both Minoan Group Plc and Loyalward Limited, the Group's wholly
owned subsidiary and owner of the Project. In March we announced that George
had also been appointed Chairman of Loyalward Limited. With his extensive
management experience at the highest levels in the public and the private
sector within Greece in both complex projects and finance, George is ideally
qualified to lead the Project as it moves towards its development stage.
Chairman's Statement (continued)
Although my thanks to Barry Bartman were set out in the announcement at the
time, I would like to repeat them here. Barry, who retired as a director in
February, has been a stalwart of the Company for many years providing
invaluable advice and support to the Group during what have sometimes been
difficult times as we have overcome numerous obstacles including, most
recently, the delays caused by the Covid pandemic.
The skills, competence and balance of the Boards and the management teams are
regularly under review to ensure they serve the companies appropriately. As we
move to the next phase of the Project, I expect to be announcing further
changes to ensure that the right balance is achieved both within Minoan and
Loyalward.
Outlook
The Group continues to discuss and work with the Foundation to bring the
Contract and the lease of the site more into line with modern practice and the
new Project. As this work progresses, the Company will pursue and then
complete discussions with hotel and other commercial partners.
George Mergos and I are looking forward to updating shareholders on what we
believe will be substantive progress over the coming weeks and months.
Christopher W Egleton
Chairman
28 April 2022
Consolidated Statement of Comprehensive Income
Year ended 31 October 2021
2021 2020
£'000 £'000
Revenue - -
Cost of sales - -
Gross profit - -
- -
Operating expenses (511) (864)
Other operating expenses:
Corporate development costs - -
Operating loss (511) (864)
Finance costs (238) (12)
Loss before taxation (749) (876)
Taxation - -
Loss after taxation (749) (876)
Other Comprehensive income for the year - -
Total Comprehensive income for the year (749) (876)
Loss for year attributable to equity holders of the Company (749) (876)
Loss per share attributable to equity holders of
the Company: Basic and diluted (0.14)p (0.20)p
Consolidated Statement of Changes in Equity
Year ended 31 October 2021
Year ended 31 October 2021
Share capital Share premium Merger Warrant Retained earnings £'000
£'000 £'000 reserve £'000 Reserve Total
£'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)
1,062 107 - - - 1,169
Issue of ordinary shares at a premium
Increase in Warrant Reserve (note 17) - - - 44 - 44
19,021 36,583 9,349 2,571 (25,118) 42,406
Balance at 31 October 2021
Year ended 31 October 2020
Share Share premium Merger Warrant Retained earnings £'000 Total
capital
£'000 reserve £'000 Reserve equity
£'000
£'000
£'000
Balance at 1 November 2019 17,188 36,119 9,349 3,094 (23,493) 42,257
Loss for the year - - - - (876)
(876)
771 357 - - - 1,128
Issue of ordinary shares at a premium
Reduction in Warrant Reserve (note 17) - - - (567) -
(567)
17,959 36,476 9,349 2,527 (24,369) 41,942
Balance at 31 October 2020
Consolidated Statement of Financial Position as at 31 October 2021
2021 2020
£'000
£'000
Assets
Non-current assets
Intangible assets 3,583 3,583
Property, plant and equipment 157 157
Total non-current assets 3,740 3,740
Current assets
Inventories 46,758 46,431
Receivables 162 225
Cash and cash equivalents 20 6
Total current assets 46,940 46,662
Total assets 50,680 50,402
Equity
Share capital 19,021 17,959
Share premium account 36,583 36,476
Merger reserve account 9,349 9,349
Warrant reserve 2,571 2,527
Retained earnings (25,118) (24,369)
Total equity 42,406 41,942
Liabilities
Current liabilities 8,274 8,460
Total equity and liabilities 50,680 50,402
Consolidated Cash Flow Statement
Year ended 31 October 2021
2021 2020
£'000 £'000
Cash flows from operating activities
Loss before taxation (749) (876)
Finance costs 238 12
Depreciation - -
Increase in inventories (327) (583)
Decrease / (Increase) in receivables 63 (14)
(Decrease) / Increase in current liabilities (514) 894
Net cash (outflow) from operations (1,289) (567)
Finance costs (194) (12)
Net cash used in operating activities (1,483) (579)
Cash flows from investing activities
Purchase of property, plant and equipment - -
Net cash used in investing activities - -
Cash flows from financing activities
Net proceeds from the issue of ordinary shares 1,169 1,128
Loans received / (repaid) 328 (567)
Net cash generated from financing activities 1,497 561
Net increase / (decrease) in cash 14 (18)
14 (18)
Cash at beginning of year 6 24
Cash at end of year 20 6
Notes to the Financial Statements
Year ended 31 October 2021
1 General information
The financial information set out in this announcement does not constitute
statutory financial statements for the year ended 31 October 2021 or 31
October 2020. The report of the auditors on the statutory financial statements
for the year ended 31 October 2021 and 31 October 2020 was not qualified.
The report of the auditors on the statutory financial statements for each of
the years ended 31 October 2021 and 31 October 2020 did not contain statements
under section 498(2) or (3) of the Companies Act 2006. The statutory financial
statements for the year ended 31 October 2020 have been delivered to the
Registrar of Companies. The financial statements for the year ended 31 October
2021 will be delivered to the Registrar of Companies following the Company's
Annual General Meeting.
The Company is a public limited company incorporated in England and Wales. The
Company's principal activity in the year 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 Accounting policies
Basis of preparation
The financial statements are prepared under the historical cost convention
except for where financial instruments are stated at fair value.
Adoption of new and revised Standards
The International Accounting Standards Board and IFRIC have issued the
following new and revised standards and interpretations with an effective date
after the date of these financial statements, which have been endorsed and
issued by the European Union at 31 October 2021.
Standard Details of amendment Effective date
IFRS 3 Business Combinations Amendments updating a reference to the Conceptual Framework 1 January 2022
IAS 1 Presentation of Financial statements Amendments regarding the classification of liabilities 1 January 2023
IAS 1 Presentation of Financial statements IASB defers effective date of Classification of Liabilities as Current or 1 January 2023
Non-current (Amendments to IAS 1) to 1 January 2022
IAS 12 Income Taxes Amended by Deferred Tax related to Assets and Liabilities arising from a 1 January 2023
Single Transaction (Amendments to IAS 12)
IAS 16 Property, Plant and Equipment Amendments prohibiting a company from deducting from the cost of property, 1 January 2022
plant and equipment amounts received from selling items produced while the
company is preparing the asset for its intended use
IAS 37 Provisions, Contingent Liabilities and Contingent Assets Amendments regarding the costs to include when assessing whether a contract is 1 January 2022
onerous
Notes to the Financial Statements (continued)
Year ended 31 October 2021
2 Accounting policies (continued)
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.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and all its subsidiaries as at 31 October 2021 using uniform
accounting policies. The Group's policy is to consolidate the result of
subsidiaries acquired in the year from the date of acquisition to the Group's
next accounting reference date. Intra-group balances are eliminated on
consolidation.
Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method. The consideration for each acquisition is measured at the
aggregate of the fair values of the assets given, liabilities incurred and
equity instruments issued by the Group in exchange for control of the acquired
business. Acquisition related costs are recognised in the consolidated
statement of comprehensive income as incurred.
Critical accounting estimates and judgements
The preparation of the financial statements in accordance with generally
accepted financial accounting principles requires the directors to make
critical accounting estimates and judgements that affect the amounts reported
in the financial statements and accompanying notes. The estimates and
assumptions that have a significant risk of causing material adjustments to
the carrying value of assets and liabilities within the next financial year
are discussed below:
· in capitalising the costs directly attributable to the Project
(see inventories below), and continuing to recognise goodwill relating to the
Project, the directors are of the opinion that the Project will be brought to
fruition and that the carrying value of inventories and goodwill is
recoverable; and
· as set out above, the directors have exercised judgement in
concluding that the Company and Group is a going concern.
Goodwill
Goodwill arising on acquisitions represents the difference between the fair
value of the net assets acquired and the consideration paid and is recognised
as an asset.
Goodwill arising on acquisition is allocated to cash-generating units. The
recoverable amount of the cash-generating unit to which goodwill has been
allocated is tested for impairment annually, or on such other occasions that
events or changes in circumstances indicate that it might be impaired. Any
impairment is recognised immediately as an expense and is not subsequently
reversed.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and any recognised impairment loss.
Depreciation is provided in order to write off the cost of each asset, less
its estimated residual value, over its estimated useful life on a straight
line basis as follows:
Plant and equipment:
3 to 5 years
Fixtures and fittings:
3 years
Where the carrying amount of an asset is greater than its estimated
recoverable amount, it is written down immediately to its recoverable amount.
Notes to the Financial Statements (continued)
Year ended 31 October 2021
2 Accounting policies (continued)
Investments
Investments in subsidiaries are stated at cost less any impairment deemed
necessary.
Inventories
Inventories represent the actual costs of goods and services directly
attributable to the acquisition and development of the Project and are stated
at the lower of cost and net realisable value.
Foreign currency
A foreign currency transaction is recorded, on initial recognition in Euros,
by applying to the foreign currency amount the spot exchange rate between the
functional currency and the foreign currency at the date of the transaction.
At the end of the reporting period:
- foreign currency monetary items are translated using the closing rate;
- non-monetary items that are measured in terms of historical cost in a
foreign currency are translated using the exchange rate at the date of the
transaction; and
- non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined.
Exchange differences arising on the settlement of monetary items or on
translating monetary items at rates different from those at which they were
translated on initial recognition during the period or in previous annual
financial statements are recognised in profit or loss in the period in which
they arise.
When a gain or loss on a non-monetary item is recognised to other
comprehensive income and accumulated in equity, any exchange component of that
gain or loss is recognised to other comprehensive income and accumulated in
equity. When a gain or loss on a non-monetary item is recognised in profit or
loss, any exchange component of that gain or loss is recognised in profit or
loss.
Cash flows arising from transactions in a foreign currency are recorded in
Euros by applying to the foreign currency amount the exchange rate between the
Euros and the foreign currency at the date of the cash flow.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and short-term deposits, with a
maturity of less than three months, held with banks.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and shown
less any provision for amounts considered irrecoverable. They are subsequently
measured at an amortised cost using the effective interest rate method, less
irrecoverable provision for receivables.
Trade and other payables
Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest rate
method.
Loans
Loan borrowings are recognised initially at fair value net of transaction
costs incurred. Borrowings are subsequently stated at amortised cost and any
difference between the proceeds (net of transaction costs) and the redemption
value is recognised as a borrowing cost over the period of the borrowings
using the effective interest method.
Share-based payments
The Company has granted options and warrants to purchase Ordinary Shares. The
fair values of the options and warrants are calculated using the Black-Scholes
and Binomial option pricing models as appropriate at the grant date. The fair
value of the options is charged to profit or loss with a corresponding entry
recognised in equity. This charge does not involve any cash payment by the
Group.
Where warrants are issued in conjunction with a loan instrument, the fair
value of the warrants forms part of the total finance cost associated with
that instrument and is released to profit or loss through finance costs over
the term of that instrument using the effective interest method.
Notes to the Financial Statements (continued)
Year ended 31 October 2021
2 Accounting policies (continued)
Taxation
Current taxes, where applicable, are based on the results shown in the
financial statements and are calculated according to local tax rules using tax
rates enacted, or substantially enacted, by the statement of financial
position date and taking into account deferred taxation. Deferred tax is
computed using the liability method. Under this method, deferred tax assets
and liabilities are determined based on temporary differences between the
financial reporting and tax bases of assets and liabilities and are measured
using enacted rates and laws that will be in effect when the differences are
expected to reverse. Deferred tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction that at the time
of the transaction affects neither accounting, nor taxable profit or loss.
Deferred tax assets are recognised to the extent that it is probable that
future taxable profits will arise against which the temporary differences will
be utilised.
Deferred tax is provided on temporary differences arising on investments in
subsidiaries except where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable that the temporary
difference will not reverse in the foreseeable future. Deferred tax assets and
liabilities arising in the same tax jurisdiction are offset.
The Group is entitled to a tax deduction for amounts treated as compensation
on exercise of certain employee share options. As explained under "Share-based
payments" above, a compensation expense is recorded in the Group's statement
of comprehensive income over the period from the grant date to the vesting
date of the relevant options. As there is a temporary difference between the
accounting and tax bases a deferred tax asset is recorded. The deferred tax
asset arising is calculated by comparing the estimated amount of tax deduction
to be obtained in the future (based on the Company's share price at the
statement of financial position date) with the cumulative amount of the
compensation expense recorded in the statement of comprehensive income. If the
amount of estimated future tax deduction exceeds the cumulative amount of the
remuneration expense at the statutory rate, the excess is recorded directly in
equity against retained earnings.
3 Information regarding directors and employees
Directors' and key management remuneration
Costs taken to Costs taken to Total
inventories
profit or loss
£'000 £'000 £'000
Year ended 31 October 2021
Fees 35 155 190
Sums charged by third parties for 2 70 72
directors' and key management services
Share-based payments (note 17) - - -
37 225 262
Year ended 31 October 2020
Fees 35 144 179
Sums charged by third parties for 134 70 204
directors' and key management services
Share-based payments (note 17) - - -
169 214 383
The total directors' and key management remuneration shown above includes the
following amounts in respect of the directors of the Company. No director has
a service agreement with a notice period that exceeds twelve months.
Notes to the Financial Statements (continued)
Year ended 31 October 2021
3 Information regarding directors and employees (continued)
2021 2020
Fees/Sums charged by third parties Share-based payments Fees/Sums charged by third parties Share-based payments
£'000 £'000 £'000 £'000
C W Egleton (Chairman) 40 - 134 -
B D Bartman 35 - 35 -
G D Cook 35 - 35 -
T R C Hill 35 - 35 -
145 - 239 -
2021 2020
No. No.
Group monthly average number of persons employed
Directors 7 7
Management, administration and sales - -
4 Loss before taxation
The loss before taxation is stated after charging:
2021 2020
£'000 £'000
Depreciation - -
Auditor's remuneration 17 20
Foreign exchange variances - -
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