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.
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