Loan Repayment & Extension and Share Issuance
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 information will be considered to be in the public domain.
29 August 2023
Minoan Group Plc
("Minoan" or the "Company")
Loan Repayment and Extension
Share Issuance at a Premium
Headlines
Further to recent announcements by the Company, in particular the initial agreement with the International Hotel Operator and the timescales to delivery, the Board wishes to streamline and strengthen the Company's balance sheet in anticipation of reaching additional contractual and commercial agreements on its Project in Crete. As part of this process, the Board is pleased to announce that it has reached agreement (the "Agreement") with DAGG LLP ("DAGG") for repaying part of the only secured debt (the "Loan") of the Company. This Agreement will, inter alia, result in certain members of DAGG becoming material shareholders in the Company having agreed to accept shares in Minoan at a premium to the mid market price in respect of a substantial part of the Loan. The Board considers this to be a landmark decision by the lenders and one which the Directors take as a substantial vote of confidence in the short-term prospects of the Company.
Details
The Loan with DAGG stood at £1,414,462 as at 31 December 2022. It has been agreed with the partners of DAGG, that half of this amount, being £707,231, will be immediately redeemed by the issue to the members of DAGG of 70,723,100 new ordinary shares in Minoan ("Ordinary Shares") at 1p per Ordinary Share, an 11% premium to the closing mid-market price of the Company's shares on 25 August 2023.
The remaining balance of the Loan will be extended to 31 December 2024 for a fee of £175,000 which will be added to the principal of the Loan. The interest rate on the Loan remains at 10% per annum. All other terms of the Loan remain unchanged and as originally announced on 21 July 2020.
The 35,000,000 warrants held by the members of DAGG to subscribe for Ordinary Shares in Minoan at 1.4p per Ordinary Shares issued in July 2020 which had expired on 31 December 2022 are being reinstated with an exercise price of 1.1p per Ordinary Share and an expiry date of 31 December 2024 to be coterminous with the debt. In addition, as part of the Agreement, DAGG has been given the right to appoint a director to the Board of Minoan Group Plc. DAGG will put forward three potential directors for the Board to choose one. Any appointment will be subject to the suitability checks of the Companies Act and AIM rules.
The agreement with DAGG is subject to the approval by Shareholders in a General Meeting of the authorities to allot the new Ordinary Shares. It is expected that the General Meeting will be held prior to the end of September 2023.
Nicholas Day, who currently holds 9.42% of Minoan's issued share capital and is a director of Minoan's 100% owned subsidiary Loyalward Limited, is a member of DAGG. Therefore the Agreement and the reinstatement of the Warrants constitute related party transactions under Rule 13 of the AIM Rules for Companies. The Directors of Minoan consider, having consulted with the Company's nominated adviser, WH Ireland Limited, that the terms of the Agreement and the reinstatement of the Warrants are fair and reasonable insofar as its shareholders are concerned.
Conclusion
Minoan is very pleased to have successfully concluded these negotiations and looks forward to introducing a new Board member, once approved at the General Meeting. The Company believes that this addition, amongst others, will considerably strengthen the Board at this crucial time as commercialisation of the Project has now started.
We look forward with some confidence to reporting on a number of developments on the contractual and commercial fronts in addition to the recent announcement of the "collaboration agreement" with an International Operator of luxury hotels. The team will now fully focus on delivery against the timeline outlined in the financial statements to 31 October 2022 and reconfirmed in the announcement of the Interims on 31 July.
For further information visit www.minoangroup.com or contact:
Minoan Group Plc
Christopher Egleton christopher.egleton@minoangroup.com
George Mergos georgios.mergos@minoangroup.com
W H Ireland Limited 020 7220 1666
Antonio Bossi
Peterhouse Capital Limited 020 7469 0930
Duncan Vasey
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