Various Updates and DAGG Proposal
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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