TIDMMIN
RNS Number : 7532Q
Minoan Group PLC
24 October 2011
24 October 2011
MINOAN GROUP PLC
("Minoan" or the "Company")
ACQUISITION OF JOHN SEMPLE TRAVEL LIMITED,
REVISION OF LOAN AGREEMENTS AND FUNDRAISING AMOUNT AND
ISSUE OF CONSIDERATION SHARES
Minoan Group Plc, the AIM listed travel and leisure company,
announces that the acquisition of John Semple Travel Limited
("Semple") has been completed.
With the authority of the shareholders granted at the Company's
general meeting held on 17 October 2011, the Company has agreed to
amend the terms of the acquisition, inter alia, so as to reduce the
initial cash consideration payable by Minoan.
The original terms of the acquisition provided for a total
consideration of GBP2,000,000 to be paid by the Company, such sum
to be satisfied by the payment of GBP1,400,000 in cash at
completion and GBP600,000 to be satisfied by the allotment of new
shares in the capital of Minoan (the "Consideration Shares"), fully
paid at a price to be determined by reference to the mid-market
price of the Company's shares over a period of 5 trading days
subject to a minimum price of 11p per share and a maximum price of
16p per share.
The revised terms are set out below.
Consideration payable
The total consideration is now GBP2.12 million. Whilst the
consideration has increased from GBP2 million to GBP2.12 million,
the Board is keen to stress that the effective consideration is
actually GBP1.95 million as the Consideration Shares are being
issued at 11p per share and therefore at a premium to the closing
share price for Minoan shares on 21 October 2011 of 7.875p. The
GBP2.12 million is payable as follows:
-- the Consideration Shares totalling GBP600,000 is unchanged
and the Company will allot 5,454,545 ordinary shares of 1p each, in
aggregate, to the vendors of Semple at an issue price of 11p per
share (the current market value of those shares at the closing
share price for Minoan shares on 21 October 2011 of 7.875p is
approximately GBP430,000) (see below);
-- the cash consideration payable has reduced from GBP1.4
million to GBP700,000 and is to be paid as to GBP500,000 on or
before 25 October 2011 and GBP200,000 on or before 31 October
2011;
-- the remaining GBP820,000 is to remain outstanding as a loan
to the Company on the terms of the loan agreements entered into
today between the Company and the vendors of Semple as described
below:
(i) A loan in the principal amount of GBP320,000, which is to be
repaid (together with accrued interest) in cash on or before 28
February 2013. Interest at 10 per cent. per annum is payable on the
loan quarterly in arrears or, if earlier, on repayment. the lenders
may elect, at any time on or before 31 August 2012 to be repaid by
the issue of shares in Minoan fully paid at an issue price of 12p
per share. The loan is unsecured.
(ii) A loan in the principal amount of GBP500,000, which is to
be repaid in cash as to GBP300,000 on or before 14 May 2012 and as
to GBP200,000 on or before 31 October 2014. The loan is interest
free, save where the Company does not repay by the due date in
which event default interest at 2 per cent. above the base rate of
The Royal Bank of Scotland Plc from time to time is payable.The
lenders may elect to be repaid by the issue of shares in Minoan
fully paid at an issue price of 12.5p per share. In addition,
provided that the middle market price of Minoan's shares quoted on
AIM remains at 15p or above for a period of 5 consecutive trading
days during the period that the loan remains outstanding, the
Company may choose to repay the loan by the issues of shares in
Minoan fully paid up at 12.5p per share.
In addition, Minoan, or the lender, may elect to satisfy
GBP200,000 of this loan by procuring the transfer of the freehold
property owned by Semple (and currently valued in the accounting
records of Semple at a value of GBP200,000 to the lenders, in which
event Minoan would become a tenant of the property (subject to the
agreement of suitable terms). The loan is unsecured.
On the basis of the above, the cash requirement to complete the
Acquisition has fallen by GBP400,000.
Loan Agreements
Following the revision of the terms of the acquisition of Semple
as described above, the Company no longer requires the same level
of financing to be provided under the loan agreements as referred
to in paragraph 12.7 of Part IX of Minoan's AIM admission document
published on 30 September 2011 (the "Admission Document") and
accordingly the Company sought to renegotiate the funding
arrangements available to it. The Company's funding requirement in
order to implement the acquisition of Semple (after taking into
account the net proceeds of the placing) has been reduced from
GBP1,375,000 to GBP975,000.
The letter agreements dated 27 September 2011 between Mr
Ghandour and Mr Raby respectively as set out in the Admission
Document have been replaced by the following agreements:
Mr David Raby's existing letter agreement dated 27 September
2011 has been amended and restated on 23 October 2011. Under the
revised agreement, Mr Raby has agreed to provide a loan of
GBP370,000 (formerly GBP450,000) of which GBP70,000 is to be
advanced to the Company on or before 31 October 2011 and the
balance of GBP300,000 is to be advanced to the Company on or before
31 December 2011. The loan is on the same terms as set out in the
Admission Document, save that the repayment date has been extended
by one year to three years and the premium on repayment has been
increased accordingly. As a consequence, the loan is now repayable
by 31 October 2014 together with an additional sum of GBP18,500 and
a premium of GBP145,688, such sums to be satisfied by the issue of
new ordinary shares in the capital of Minoan fully paid at 12.5p
per share. The loan is provided interest free.
By a letter agreement dated 24 October 2011, another existing
shareholder has agreed to provide a loan of GBP380,000 which is to
be advanced to the Company on or before 25 October 2011. This loan
is made on the same terms as set out above and, as such, is
repayable by 31 October 2014 together with an additional sum of
GBP19,000 and a premium of GBP149,625 by the issue of new ordinary
shares in the capital of Minoan fully paid up at 12.5p per share.
The loan is provided interest free.
Mr. Ghandour has been released from his obligations to advance
the sum of GBP700,000 under the loan agreement dated 27 September
2011.
Christopher Egleton, Minoan Chairman, said:
"We are delighted to be completing the acquisition of Semple on
the revised terms as set out above particularly in the current
market conditions. We are very pleased that the Semple family
members are remaining with the Company, which will help with the
further expansion of Minoan's travel business. The revised terms
give them an increased stake in the future of Minoan.
The Board believes that, whilst the above amendments appear
complex, there is, in fact, no material change in the overall
effect of the transaction on Minoan other than the beneficial
effect of a small reduction in shareholder dilution".
Issue of Consideration Shares
Following the completion of the acquisition of Semple as above,
Minoan has issued 5,454,545 new ordinary shares of 1p each at 11
pence per share to satisfy part of the acquisition consideration in
the amount of GBP600,000 (the Consideration Shares as defined in
the Company's AIM Admission Document issued on 30 September
2011).
The Directors' beneficial shareholdings are 1,841,223 ordinary
shares, representing 1.80% of the issued share capital as enlarged
following this share issue.
Application has been made for the 5,454,545 new ordinary shares
to be admitted to trading on AIM ("Admission") and it is expected
that Admission will be effective from 25 October 2011. Following
Admission, there will be a total of 102,042,639 ordinary shares in
issue. This figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, Minoan under the FSA's Disclosure and Transparency Rules.
For further information visit www.minoangroup.com or
contact:
Minoan Group Plc
Christopher Egleton christopher.egleton@minoangroup.com
Bill Cole 020 8253 4305
Seymour Pierce Limited 020 7107 8000
Nicola Marrin/David Foreman
(Corporate Finance)
Marianne Woods (Corporate
Broking)
Rivington Street Corporate
Finance Limited 020 7562 3384
Dru Edmonstone
Jon Levinson
Bishopsgate Communications
Limited 020 7562 3350
Nick Rome/Shabnam Bashir
This information is provided by RNS
The company news service from the London Stock Exchange
END
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