Admission to AIM

Minoan Group PLC 02 May 2007 Minoan Group Plc ('Minoan' or 'the Company') Admission to AIM Minoan, the leisure resort development company, announces that trading in its ordinary shares has commenced on AIM today, following publication of its admission document. Highlights • Move to AIM from PLUS. • AXIES S.A., a member of the Lambert Smith Hampton (Hellas) Group, an international group of chartered surveyors, has appraised the Group's interest in the site at Cavo Sidero in Eastern Crete, based on certain assumptions, at £115 million. Further details of the valuation are given in the admission document which has been sent to shareholders. • Minoan has signed its first Hotel Management Agreement for its luxury resort with Kempinski Hotels in respect of the hotel to be built at Grandes Bay. • Copies of the admission document are available free of charge from the offices of JM Finn & Co at Salisbury House, London Wall, EC2M 5TA. Christopher Egleton, Chairman of Minoan, commented: 'We are delighted with the move to AIM and we look forward to making further progress with the exciting development at Cavo Sidero in Eastern Crete. Whilst being quoted on PLUS Markets has allowed us to develop the business to this stage, we anticipate that the move to AIM will lead to an improved profile and status for Minoan among prospective investors and customers. Tony Marshall joined the Group as a director of Loyalward Limited in October 1993 shortly after that company had submitted its original tender for the Cavo Sidero contract. He has served as a non-executive director of Minoan since January 2000 and his considerable expertise and ongoing support of the Company will be missed. He leaves with the Board's very best wishes for the future'. For further information visit www.minoangroup.com or contact: Christopher Egleton Minoan Group Plc 07808 722022 Bill Cole Minoan Group Plc 01689 897397 Geoff Nash J M Finn & Co Ltd 020 7628 9688 Alan Frame Westport Communications Ltd 020 7404 7878 Introduction The Group's business is to assemble, design and supervise the construction of the development and, ultimately, to manage the proposed resort at Cavo Sidero, a 25 square kilometre site in Eastern Crete. It is proposed that the development and operation of the resort will be based on the principles of sustainable development. The site is owned by a charitable foundation ('the Foundation') established by the Holy Monastery of Toplou and the Holy Metropolis of Sitia and Ierapetra and has been provided to the Group under the terms of a contract with the Foundation dated 14 July 1998 ('the Contract'). On 7 November 2006, the Company announced that it had received approval from the Greek Ministry of Environment, Planning and Public Works, of the Group's Environmental Impact Study ('EIS'). After being signed by all competent ministers, the formal approval of the Environmental Terms was published on 18 February 2007. The Directors currently envisage that, when complete, the resort will comprise five hotel complexes in the form of 'villages' which will provide accommodation for up to 7,000 residents and visitors. The comprehensive amenities of the resort are expected to include, inter alia, a 45 hole golf complex, incorporating a championship standard course ('the Golf Complex'), a tennis centre, a theatre and arts centre, an athletics complex, a spa, water sports facilities, shops and restaurants. The Directors believe that the resort will be the first luxury integrated holiday resort of its type in Crete. AXIES S.A., a member of the Lambert Smith Hampton (Hellas) Group, an international group of chartered surveyors, has appraised the value of the Group's interest in the site, based on certain assumptions, at approximately £115 million. This is after deducting the cost of putting in place the necessary infrastructure and on the basis that all local and national consents required for the development have been obtained. A copy of a letter from AXIES S.A., containing the bases and assumptions of the valuation is set out in the admission document. The Group's strategy coincides with the stated policy of the Greek Government regarding high quality tourism and foreign direct investment. Over the past few years the Group and the project have received considerable support from various Greek Government Ministers and Ministries, local communities in Crete and the British Government through HM Ambassador in Athens. The development appears on the website of the Greek Ministry of Economy and Finance as one of three examples of large-scale investments confirming a 'significant increase in foreign investment demonstrating confidence in the Greek economy'. The Market Opportunity Over the last decade, the demand from Northern Europe for overseas holiday homes has increased substantially. To date, British demand for second homes in the eastern Mediterranean has been mainly focused on Cyprus, where the Directors consider that the nearest comparable development to Cavo Sidero is at Aphrodite Hills, Paphos. The Directors believe that visitors are now seeking new opportunities in South Eastern Europe, particularly destinations which enjoy the Mediterranean climate and excellent recreation facilities, such as those available on the Iberian Peninsula, but which are less crowded and offer better value. The Directors consider that Crete, and the resort in particular, meets these criteria. Crete is the largest of the Greek islands with a length of approximately 260 kilometres, its width ranging from 10 kilometres to 56 kilometres. The majority of the population lives in the central part of the island where the largest city, Heraklion, is located. The island has a well-developed infrastructure with good air and sea communications to mainland Greece and beyond. The climate is mild, with the winter temperature averaging 12 degrees Celsius rising to an average of 30 degrees Celsius in the summer with more than 300 days of sunshine each year. Crete is renowned for its rugged coastline, unspoilt sandy beaches, gorges and varied countryside. This natural beauty is complemented by many sites of significant cultural interest and areas of great historical and archaeological importance including the Minoan palaces at Knossos and Zakros. The Cavo Sidero Project The Site The land for the resort at Cavo Sidero, to which the Group has rights under the Contract, further details of which are contained in the admission document, is located in Eastern Crete on a peninsular site of approximately 25 square kilometres (or 10 square miles). The site is an area of undeveloped land with good transport and communications. The peninsula is already a recognised tourist destination because it contains the Holy Monastery of Toplou, the archaeological site at Itanos and, at Vai, the site of the only natural palm forest in Europe. Sitia Airport, which is approximately 25 minutes from the site by car, was recently extended and upgraded to handle the current generation of short haul aircraft used in Europe. The airport is certified as an international airport by the Greek Civil Aviation Authority and is currently operational on a limited basis. A new terminal building is scheduled to be open by 2009, approximately the same time as Cavo Sidero is planned to become operational. Resort Features The resort will offer a range of facilities designed to meet the requirements of different market segments. Key attributes will include: • a model of sustainable development to meet the growing market demand for such a destination; • a very low density, luxury resort set in a large environmentally regenerated and managed area, and built to high quality standards; • a combination of hotels, apartments and villas; • a wide range of leisure and sports facilities; • good international accessibility via a modern airport; and • cultural facilities designed to involve and engage visitors in the life of the region. When complete, it is planned that the resort will provide an extensive range of amenities for guests including the Golf Complex, a tennis centre, a theatre and arts centre, an athletics complex, a spa, water sports facilities, shops and restaurants. Commercial In accordance with the Group's stated policy of appointing those consultants, partners and other professionals who are at the forefront of their respective fields, the following commercial agreements have been entered into: On 19 April 2007, the Company announced the signing of a Hotel Management Agreement with Kempinski Hotels ('Kempinski') in respect of the Grandes Bay Hotel, one of the five proposed hotels in the resort. Kempinski is one of the world's leading luxury hotel management groups and, in 2007, is celebrating 110 years as a hotelier. The Directors believe that this agreement underlines Cavo Sidero's credentials as a luxury resort. Negotiations with other operators are ongoing. The management of the Golf Complex has been entrusted to PGA Golf Management Limited who will provide advice throughout the construction phase before assuming the management of the golfing facilities. Resort Group International Limited ('Resort Group') has been appointed to act as agent for the international marketing of luxury homes across the entire Project. Resort Group has been established by Graeme Grant, the former Chairman of Premier Resorts Limited, inter alia, the company involved in the marketing of Aphrodite Hills in Cyprus. The Approvals Process Throughout the approvals process, the Group has worked closely with its professional advisers in Greece and the UK to ensure that all the necessary procedures have been correctly followed. The Group's plans are intended to ensure that the development will meet or exceed the highest current standards of compliance under both Greek national and EU building and environmental regulations. This has been a time consuming and exacting process but one which the Directors consider to have been essential in order to ensure that the Group's objective of creating a luxury, integrated resort, which also respects the principles of sustainable development, is achieved. The Group's plans have evolved to reflect the substantial market changes that have taken place in recent years as well as to take account of the terms and conditions specified in the various approvals received. The EIS approval represents the successful conclusion of many years of intensive effort by the Group and its advisers. However, on 17 April 2007, an appeal against the EIS approval was lodged with the Greek Council of State. As in many other juristictions, appeals are not uncommon and the lodging of this appeal was anticipated by the Company. The appeal has been lodged on the grounds, primarily, that the EIS approval violated the environmental laws of Greece. However, following legal advice, the Board is confident that the EIS fully respected all such environmental laws and the Company will do all in its power to assist the Greek Government in defending this appeal. It is not possible at this stage to estimate how long the appeal process will take but the Directors hope that the appeal hearings will commence during the course of this summer. Appeals in respect of projects of major importance such as Cavo Sidero are usually dealt with expeditiously by the Greek courts, although they may involve a number of court hearings. Care has been taken to ensure that the Project has as low an impact as possible on the environment and also is consistent with a sustainable development. Given this fact, plus the desire of both the Greek Government and many of the local communities in Crete for Cavo Sidero to succeed, the Board is confident that the appeals process will be successfully concluded. Minoan will then proceed to secure the remaining regulatory licences (for example, building licenses) in order to be able to start construction. Environmental Protection The Cavo Sidero Project was conceived and designed to be environmentally sensitive. Since then, however, the continuing increase in environmental standards required both by legislation and by the market has resulted in the original concept being substantially revised and enhanced. Minoan has always regarded the protection of the environment as paramount. The Group's plan for sustainable development includes a build footprint of less than 1 per cent. of the area of the project and is intended to reinforce and underpin the key elements of environmental and cultural heritage which are regarded by the Company as being essential for the long term commercial prospects of the development. As part of its environmental and sustainable development policies, the Group has recently signed a partnership agreement with Forum for the Future for the integrated tourism and land management of the resort. Forum for the Future brings a major sustainability resource of the highest calibre to the project. This will enable the Group to increase the levels of sustainability of every element of the project, thereby satisfying a perceived growing market demand for responsible, sustainable resorts in the Mediterranean area. Strategy and Future Prospects Business Plan The Board anticipates that the Group's income will derive from the following sources: • the marketing of residential units within the development, whether 'off plan' or completed, either individually, in blocks of units or in clusters to joint venture developers and others; • the operation/leasing of the Group's interests in the individual hotels, golf courses, commercial properties, leisure facilities or joint ventures which may be formed to facilitate the development of such assets; • the provision of resort management services and common (public) utility services where these are not supplied by the local authority; and • the operation of franchises and concessions in the Resort. Financial Strategy For the purposes of projecting the working capital requirements of the business, the Board has made the prudent assumption that the appeal lodged against the EIS approval takes more than a year to resolve. On this assumption construction would not commence until late 2008 and no significant project development costs or considerations due under the Contract are incurred in the twelve months from Admission. The pre-construction and development programmes will commence following the raising of the relevant project finance. These programmes envisage that the initial costs of the project will include: • preliminary costs relating primarily to staff recruitment and office establishment; • design and survey work required in connection with obtaining building licences; • site enabling costs including fencing, offices and signage; and • 3.9 million to be paid to the Foundation under the Contract. The Group is continually reviewing the funding requirements necessary to allow it to achieve its immediate and future goals and the optimum way of satisfying these requirements. It is currently expected that nearly all of the finance for the project will be raised in the form of project finance and/or from joint venture partners. In the light of discussions to date, the Board is confident that the required project finance can be obtained on acceptable terms. The strategy is to implement the project by phasing the construction programme such that the Group's financial risk profile is kept within prudent limits whilst at the same time allowing the completion of the Project. The Group's plans envisage that construction will take place in two main phases. Subject to market demand, phase one will include the village at Grandes Bay, the Golf Complex and the Golf and Conference village, whilst phase two will be the remaining proposed three villages (being White Sands, Porto Sidero and Crystal Cove). It is the intention of the Board to implement the project alongside third parties, where appropriate, in order to minimise exposure and risk. This is likely to involve the utilisation of joint venture vehicles. Such third parties will be chosen for their competence, financial strength, general experience and local acceptability. The Company will need to pay the balance of the initial consideration due under the Contract on 'activation' of the Contract. This consideration is not an operational cost of the business. Activation occurs when Loyalward obtains a building licence for phase one of the project and this will not take place unless and until the appeal lodged on 17 April 2007 and any subsequent appeals are resolved. Taking a prudent view, the Directors have assumed that this will not be until late 2008. The Group has arranged a guarantee with Singer & Friedlander Limited in respect of the balance of the initial consideration, details of which are set out in the admission document. This guarantee is due to expire on 31 December 2007. The guarantee has been renewed twice before, most recently on 11 April 2006. It is the Board's expectation that this guarantee will be renewed again on 31 December 2007, if required. AXIES S.A. Valuation The residual land value of the site has been assessed by AXIES S.A. at approximately £115 million, on the bases set out in their letter which is contained in the admission document. The key assumptions referred to in AXIES S.A.'s assessment include: • improvements in local transport infrastructure; • all development constructed to a high quality; • security of tenure for purchasers of villas and apartments is assured through the Contract, so as to provide a surety of tenure aligned to the freehold title of the Foundation; • all local and national consents required for the development have been obtained; • hotel profitability is as forecast by the Group's hospitality consultants; • marketing of the residential development achieves the prices forecast by Resort Group, the Group's marketing agents; and • costs of infrastructure and construction are as forecast by the Group's cost consultants. The residual land value of approximately £115 million is based on assessing the completed value of the development and from this, deducting all likely costs of construction, fees, interest and the developer's profit. The remainder is that part of the completed value which can be attributed to the land. Shareholder Loyalty Scheme The shareholder loyalty scheme, was established in December 2003, with the intention of recognising the support of shareholders holding at least 7,500 Ordinary Shares in Minoan for a period of twelve months or more. Qualifying shareholders will receive substantial discounts on the price of certain of the resort's properties. These discounts will rise in stages from a holder of 7,500 Ordinary Shares being entitled to a discount of £2,000 on the combined price of one low season week and one peak season week for a two bedroom townhouse/ apartment, to the holder of 500,000 Ordinary Shares or more receiving a discount of £125,000 on the price of a three or four bedroom villa on the site. In addition, as part of its normal financing arrangements, discounts have been agreed with others. The Group has also adopted a scheme for senior management (including the Directors) under which, subject to a minimum period of service with the Group, an eligible person is entitled to acquire a property on a cost plus basis which will be at a discount to the market rate. Whilst it is difficult to quantify the aggregate amount of such discounts, the total of discounts available outside the shareholder loyalty scheme is not expected to exceed 2.25 per cent. of the projected total sales of the resort's properties. Directors and Management The Group's policy is to retain a small central management team which will be augmented as necessary as the project is implemented. The current team is as follows. Board of Directors Christopher Egleton, Chairman, aged 61 After qualifying as a chartered accountant and a subsequent career in the City of London in merchant banking, Mr Egleton spent a period of 6 years with British Land. He then became chief executive and founder shareholder of Beckenham Group Plc, a small industrial group which was floated on the Third Market in 1987 and subsequently moved to the Unlisted Securities Market in 1989. He relinquished his major executive role in relation to that group in 1991 and retired from the group in 1993. Throughout the late 1970s and the 1980s he participated in a series of property transactions including existing residential units as well as development sites for both residential and industrial development. For a number of years he was the major shareholder in Pentex Group plc, a UK oil exploration and production company. He realised the bulk of his investment in Pentex Group plc between 1994 and 1995, immediately prior to its flotation, and since that date has concentrated on a number of business interests but principally that of the Group, which he joined in 1995. He was the founder of Sutherland Associates a venture capital partnership. Barry Bartman, Finance Director, aged 65 Mr Bartman is a specialist in corporate finance and business strategy. After qualifying as a chartered accountant in 1965, he worked primarily in corporate finance at Coopers & Lybrand, N M Rothschild & Sons and British Land. He has worked as a consultant for many years with a number of major banks and institutions as well as many private and listed industrial companies. He has held various executive and non-executive directorships/chairmanships, including finance director and non-executive director of Signature Restaurants PLC, where he was involved in the refinancing and growth of the business via acquisition. As senior non-executive director, he negotiated the management buy-out of Signature Restaurants led by its chairman, Luke Johnson. He has acted as a consultant to Minoan since May 2005, and joined the Board in 2006. Geoffrey Brown, Project Director, aged 56 Mr Brown has over 35 years experience in construction and property development in the UK and overseas. Ashgate Development Services Limited, of which he is chairman, has managed several high profile developments, including the award winning regeneration of central Coventry which was shortlisted for the Stirling Prize, the UK's premier architectural award. He was managing director of the development management division of Speyhawk and previously he worked for Alfred McAlpine and HBG in the Middle East and Nigeria. He joined the Board in 2005. He has extensive experience in managing large schemes and of particular relevance to the Project are his previous involvements with the Riffa Golf and Leisure Complex in Bahrain, the Courland Bay Resort in Tobago and Campo de Mar in Majorca. He has also been involved in various luxury hotel/ residential projects in the UK, including Lucknam Park, a member of Relais & Chateaux. Timothy Hill, Operations Director, aged 58 Mr Hill is a director of the Project Management Division of WT Partnership (which provides services to Minoan), one of the world's largest quantity surveying and project management companies. He is a registered architect with more than 30 years international experience in Europe, Africa and Asia, and has worked either as an architect and/or project manager on a variety of commercial, industrial and governmental projects, specialising in hotel and leisure developments. Relevant projects include the Pine Cliffs golf resort in Portugal, the Pemberton resort in St Thomas in the British Virgin Islands, St James Beach hotels in Barbados and the Sandyport Marina Development in Nassau, Bahamas. He joined the Group in 1993. Duncan Wilson, Non-Executive Director, aged 48 Mr Wilson is a travel professional with over 25 years experience and an in-depth knowledge of the leisure industry. He was previously a main board director of My Travel plc, formerly known as Airtours, a £3 billion turnover company, prior to which he was CEO of Direct Holidays PLC. During his five year tenure at Direct Holidays the profits tripled and it was then sold to Airtours for over £80 million. In 1991 he was part of a group which acquired leading independent resort estate agents, Beach Villas, which was sold to Thomas Cook in 1997. He joined the Board in 2006. Grahame Cook, Non-Executive Director, aged 49 Mr Cook, a chartered accountant, has held a number of senior executive positions. These include most recently his role as Chief Executive at WestLB Panmure, until 2003, where he was responsible for all global functions and the expansion and development of WestLB Panmure's business. Prior to this he spent three years at UBS as a managing director where he was on the Global Investment Banking Management Committee. He was also a director of Barclays de Zoete Wedd. He was a founding member of the London Stock Exchange techMARK Advisory Council and currently holds various other non-executive positions including Antisoma PLC (Official List), Sinclair Pharma Plc (Official List and Euronext) and Non-Executive Vice Chairman of US/European investment bank Moore Clayton & Co. He joined the Board in 2006. Charles Young, Non-Executive Director, aged 53 Mr Young spent 18 years with the British Linen Bank, which was the merchant banking subsidiary of Bank of Scotland, including six years as a corporate finance director and a further five as managing director of the bank's investment banking department. He left in 1997 to pursue private business interests and became a partner of Christopher Egleton in Sutherland Associates at that time. Since September 2002 he has held the position of joint managing director of E G Thomson (Holdings) Limited, a private investment holding company with a range of interests including shipping agency, logistics, property management, travel agency and private equity investment. He joined the Group in 1998. Senior Management William Cole, Group Company Secretary and Director of Loyalward Limited, aged 61 A chartered accountant, Mr Cole was a member of the London Stock Exchange and a director of a number of private companies. He has been involved with the Group since 1993 and was a member of the team who negotiated the Contract with the Foundation. Constantin Valassakis, Non-Executive Director of Loyalward Limited, aged 45 Mr Valassakis has a Masters Degree in Economics from the University of Bordeaux, France. He is a shareholder and managing director of several Greek companies, which represent foreign manufacturers in Greece and he assists them to implement their offset obligations with the Hellenic Government. He is also a member of the Hellenic Golf Federation, with a particular interest in promoting and developing the game of golf in Greece. Jeremy Watts, Non-Executive Director of Loyalward Limited and Managing Director of Loyalward Hellas S.A., aged 61 Mr Watts has a BSc in Mechanical Engineering and an MBA from Cranfield University. He has held senior management positions in companies operating in the UK, Europe, the Middle East, Africa and the United States, including Laporte Plc and Blue Circle Industries. He moved to Greece with Blue Circle in 1999 until it was acquired by Lafarge in 2002, at which time he resigned to pursue private interests. Mr Watts is domiciled in Greece. Aristos Vassiliades, Finance Director of Loyalward Hellas S.A., aged 53 Mr Vassiliades is a graduate of the London School of Economics and he qualified as an accountant with Price Waterhouse. He worked for Latsis Group for 12 years (as manager and director of Internal Audit and as Deputy Financial Controller of Petrola Hellas). In 1997 he joined J & P Group (Greek contractors and developers) as Financial Consultant and left in 1999. He was then employed by Leptos Group (resort developers) as General Manager of its Greek operations before joining Loyalward Hellas S.A. in November 2002. Reasons for Admission The Directors believe that Admission will raise awareness of Minoan, which the Directors are confident will lead to an improved profile and status among prospective investors and customers. The move to AIM from PLUS may enhance the liquidity of the Company's shares on a market that the Directors believe will be more responsive to the growth of the Group's business. Dividend Policy The Directors do not envisage declaring a dividend in the near future. However, if and when sufficient distributable reserves are available, the Directors intend to pursue a progressive dividend policy. Lock-ins and Orderly Market Arrangements At Admission the Directors and persons connected with them will own 1,947,464 Ordinary Shares representing 4.07 per cent. of the existing Ordinary Shares. The Directors have undertaken to the Company and JM Finn that subject to certain limited exceptions they will not sell or dispose of any of their respective interests in Ordinary Shares at any time before the first anniversary of Admission and for the 12 months immediately following will effect a sale only through the Company's brokers and will only do so following the consent (not to be unreasonably withheld) of JM Finn (or the Company's nominated adviser if it is no longer JM Finn) in relation to any such disposal and further that any such disposal will be made in such a manner as such broker may reasonably require with a view to maintaining an orderly market in the Ordinary Shares. Long Term Incentive Plan The Company has established the Minoan Group 2007 Long Term Incentive Plan in order to allow officers and employees of the Group to share in the success of the Company and promote motivation and retention. The remuneration committee will supervise the operation of the LTIP in respect of the participants. The terms of the LTIP are summarised in the admission document. The Company may issue up to 12.5 per cent. of its issued Ordinary Shares, from time to time, within a ten year period to satisfy awards to participants in the LTIP and any other share plan operated by the Company under which Ordinary Shares are issued to officers or employees. There are currently up to 4,340,000 Ordinary Shares that may be issued under the LTIP. Warrants and Options The Company currently has 2,317,251 warrants and 4,666,889 options outstanding. This information is provided by RNS The company news service from the London Stock Exchange

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