REG - Minoan Group PLC - Various Updates and DAGG Proposal

MinoanAnnouncement

04/04/2025 07:00

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RNS Number : 6243D  Minoan Group PLC  04 April 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.

4 April 2025

Minoan Group Plc

("Minoan" or the "Company")

Various Updates and DAGG Proposal

 

 

 

1.   Likely Suspension of Trading

 

Due to insufficient funds, the Company cannot finalise the audit of its annual
report and accounts for the year ended 31 October 2024 by 30 April 2025, being
the deadline for publication of its accounts under Rule 19 of the AIM Rules
for Companies. It is therefore expected that trading of the Company's ordinary
shares will be temporarily suspended from 7:30 am on 1 May 2025 until such
time as the annual report and accounts are published.

 

However, as the Company cannot meet its financial obligations, in the absence
of an acceptance of the proposals set out below, trading in the Company's
ordinary shares may have to be suspended earlier than 1 May 2025 as measures
may need to be put in place to protect creditors and shareholders.

 

Notwithstanding the anticipated temporary suspension of trading in the
Company's ordinary shares, the Company will continue to make announcements as
and when required in accordance with its obligations under the AIM Rules for
Companies.

 

2.   DAGG Proposal

 

Further to the announcements issued on 6 January 2025 and 14 March 2025 in
relation to the Company's secured loan (the "Secured Loan") from DAGG LLP
("DAGG"), the Company announces that it is unable to secure a further
extension of the Secured Loan (presently standing at approximately £1.19
million inclusive of accrued and unpaid interest).

 

Effective 1 January 2025, an event of default has occurred under the Secured
Loan and the Secured Loan continues to accrue default interest from 1 January
2025 at a supplemental interest rate of 12% per annum (in addition to the
contractual interest rate of 10% per annum). DAGG is entitled to serve a
notice of default that all amounts outstanding under the Secured Loan are
immediately due and repayable.

 

The Company has received an indicative proposal from DAGG (the "Proposal"), as
follows:

 

(a)      DAGG (or its designee) would inject approximately £4.44 million
of new funds into the Company in exchange for Company equity;

(b)      DAGG would convert the Secured Loan and all amounts outstanding
thereunder into Company equity;

(c)      Certain members of DAGG would write off, in aggregate,
approximately £1.1 million owed by the Company and Loyalward Limited, the
Company's subsidiary ("Loyalward") to them; and

(d)      The Company would enter into a management agreement with certain
persons nominated by DAGG to take the Company forward.

 

The Proposal will be subject to any applicable regulatory and shareholder
approvals (and DAGG has reserved all rights).

The board notes that the issuance of Company equity to DAGG as contemplated by
the Proposal would be significantly dilutive for shareholders.

 

In parallel to the DAGG Proposal, Nicholas Day (a member of DAGG), has
resigned as a director of Loyalward with effect from 25 March 2025.

 

 

Next steps

 

The Company is in ongoing negotiations with DAGG although there is no
guarantee that the negotiations will be successful. If the negotiations result
in a transaction structure which the Board considers can be recommended to
shareholders and is in the best interests of all stakeholders, the Board will
convene a general meeting as soon as practicable to consider the Proposal. If
the Board fails to convene a general meeting to approve the Proposal, certain
DAGG members (who are ordinary shareholders) have communicated that they will
requisition a general meeting for the shareholders to consider the DAGG
Proposal.

 

 

 

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

Minoan Group Plc
 
mail@minoangroup.com

 

Zeus
020 3829 5000

Antonio Bossi / Andrew De Andrade
 

 

Peterhouse Capital Limited
                           020 7469 0930

Duncan Vasey
 

 

 

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