TIDMMIN
RNS Number : 8710W
Minoan Group PLC
24 April 2019
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF MINOAN GROUP PLC IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Minoan Group Plc
(a public limited company incorporated in England and Wales with
registered number 03770602)
Proposed Firm Subscription for 43,472,727 new Ordinary Shares
and
proposed Conditional Subscription and Open Offer of up to
63,887,957 new Ordinary Shares at 2.75 pence per share and proposed
issue of an additional 21,333,333 new Ordinary Shares at 3 pence
per share pursuant to the proposed Directors' Debt for Equity
Swap
and
Notice of General Meeting
The Company today announces a proposal which the Directors
believe will provide the Company with sufficient liquidity to
service its short term cash obligations and to strengthen its
balance sheet subject to the approval of Shareholders at a General
Meeting to be convened for 11.30 a.m. on 10 May 2019. The Proposals
include the Firm Subscription by certain existing creditors of the
Group for 43,472,727 New Shares at an issue price of 2.75 pence per
Subscription Share to raise gross proceeds (whether in cash or as
the release of debt) of GBP1,195,500 and a Conditional Subscription
and Open Offer to raise gross proceeds (whether in cash or as the
release of debt) of GBP1,756,919. All of the Conditional
Subscription Shares have been conditionally placed with Loan
Providers subject to clawback to satisfy valid applications under
the Open Offer. Any New Shares issued to the Loan Providers (or
their designated affiliates) under the Conditional Subscription
pursuant to their obligations under the Subscription Letters will
be subscribed for in consideration for the release of debt owed to
them by the Group and any Open Offer Shares subscribed for by
Qualifying Shareholders will be subscribed for in cash. Under the
terms of the Firm Subscription the Company will receive gross cash
proceeds of GBP408,000 and GBP787,500 of debt will be exchanged for
Subscription Shares at the Issue Price.
Under the Open Offer, Qualifying Shareholders will have the
opportunity to subscribe for New Shares on the basis of 2 Open
Offer Shares for every 9 Existing Ordinary Shares held on the
Record Date, at an issue price of 2.75 pence per share New Share.
Shareholders subscribing for their full entitlement under the Open
Offer may also apply for additional Open Offer Shares through the
Excess Application Facility. All Open Offer Shares will be
subscribed for in cash.
The Issue Price of 2.75 pence represents a premium of
approximately 41.03 per cent. to the Closing Price on the Latest
Practicable Date. The Fundraising is conditional, inter alia, on
the passing of Resolutions 1 and 3 at the General Meeting and First
Admission becoming effective by no later than 8.00 a.m. on 20 May
2019 (or such other time and/or date, being no later than 31 May
2019, as the Company may decide). It is expected that the New
Shares to be admitted to trading on AIM at First Admission will be
so admitted on or around 8.00 a.m. on 13 May 2019. Subsequent
applications for Admission will be made in respect of the New
Shares to be issued pursuant to the Firm Subscription which are
paid up after First Admission shortly after those shares are paid
up in accordance with the relevant Subscription Letter.
In addition, subject to Shareholders also passing Resolution 2
as an ordinary resolution at the General Meeting, certain of the
Directors (or the service companies providing the services of
certain of the Directors) have agreed that they will convert some
of the remuneration to which they are entitled but which they have
not been paid into new Ordinary Shares at 3 pence per share being a
premium to the Issue Price. This would result in a further
GBP640,000 of debt being removed from the balance sheet.
The Circular will, later today, be made available to all
Qualifying Shareholders and will set out the reasons for, and
provide further information on, the Proposals, to explain why the
Board considers the Proposals to be in the best interests of the
Company and its Shareholders as a whole and why the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions, as they intend to do in respect of their own
beneficial holdings of Existing Ordinary Shares, in aggregate
representing approximately 2.44 per cent. of the Company's issued
Existing Ordinary Share capital on the Latest Practicable Date. At
the end of the Circular shareholders will find a notice convening
the General Meeting at which the Resolutions will be proposed.
Terms and definitions set out in the Circular are replicated in
this announcement.
Background to and reasons for the Fundraising
On 8 April 2019, the Company announced its preliminary results
for the year ended 31 October 2018 (the "Prelims"). In the Prelims,
the Board acknowledged that 2018 was notable for the sale of
Stewart Travel Limited and a marked reduction in Group
indebtedness. However, it was also noted that the Group has no
current sources of operating revenue to meet its ongoing working
capital requirements and continues to be reliant on equity and debt
fundraisings to meet its corporate overheads and associated
expenses. The Prelims also made clear that the Group's current cash
resources are low and that the Board is managing the Group's
working capital position carefully.
Following discussions with its funding partners and other
parties, the Company today announces the proposed Fundraising and
the proposed Directors' Debt for Equity Swap. The Fundraising
involves (a) raising new monies for the Company; (b) the conversion
of certain existing debts of the Company into new Ordinary Shares
at 2.75 pence per share (being a 41.03 per cent. premium to the
Closing Price on the Latest Practicable Date); (c) the writing off
of interest and fees; (d) the waiver of any charges for late
repayment and (e) the variation of the terms of certain other
Company indebtedness. The Directors believe that the combination of
these will achieve a significant and demonstrable strengthening of
the Company's balance sheet if approved by shareholders. The
Company will be better placed to manage its ongoing working capital
requirements and will be on a more stable footing to continue its
focus on implementing the declared strategy of monetising the
Group's Project including the use of joint ventures and
partnerships where appropriate. The Directors see the fact that
these shares will be issued at a premium to the Closing Price as an
indication of the confidence that the subscribers have in the Group
and its Crete Project. The Company also considers it important that
Qualifying Shareholders should have the opportunity (where it is
practicable for them to do so) to participate in the Fundraising
and, as such, the Company is proposing to make the Open Offer to
Qualifying Shareholders. The Open Offer also includes an Excess
Application Facility so that Qualifying Shareholders may also take
up more than their Basic Entitlement to the extent that other
Shareholders do not. The Subscribers (with only two exceptions) who
are Shareholders have agreed not to participate in the Open Offer
so that their Basic Entitlements are available to Qualifying
Shareholders under the Open Offer.
In addition, three of the Directors (or entities providing their
services) have agreed to participate in the Directors' Debt for
Equity Swap, converting the vast majority of their outstanding
remuneration into new Ordinary Shares at 3 pence per share, being a
premium of 9 per cent to the price at which the Fundraising is
proposed and a premium of 53.85per cent to the Closing Price on the
Latest Practicable Date, which would thereby further reduce the
liabilities and simplify the balance sheet of the Company. These
Directors and entities have agreed not to participate in the Open
Offer so that their Basic Entitlements are also available to
Qualifying Shareholders under the Open Offer.
The Directors believe that the demonstrable strengthening of the
balance sheet, the increased stability, and the reduction in
liabilities arising from the Proposals, taken together with the
measures outlined in the Chairman's statement accompanying the
Report and Financial Statements will greatly assist the Group in
its ongoing discussions and negotiations with third parties.
The Proposals are conditional, inter alia, upon the passing by
Shareholders of Resolutions 1 and 3 at the General Meeting in
connection with the Fundraising and of Resolutions 1, 2 and 3 in
connection with the proposed Directors' Debt for Equity Swap.
Shareholders should be aware that in the event that these
Resolutions are not passed, the Company will need to arrange
alternative and probably less attractive funding.
Information on the Fundraising
The Company today announces that it had conditionally raised
GBP1,195,500 million (whether in cash or as the release of debt and
before expenses) by way of a Firm Subscription for 43,472,727
Subscription Shares at the Issue Price of 2.75 pence per share with
certain of the Loan Providers. The Issue Price represents a premium
of 41.03 per cent. to the Closing Price of 1.95 pence on the Latest
Practicable Date. Under the terms of the Subscription Letters the
relevant Loan Providers have agreed to subscribe in the Firm
Subscription for 14,836,364 Firm Subscription Shares in cash and
28,636,364 Firm Subscription Shares by way of reduction of debt
which will result in the Company receiving gross cash proceeds of
GBP408,000 and debt being reduced by GBP787,500. Of the cash
proceeds GBP98,000 will be received by First Admission and the
balance will be received subsequently.
In addition, the Company is proposing to raise up to
approximately GBP1.76 million (in cash or the reduction of debt and
before expenses) through the Conditional Subscription and Open
Offer of up to 63,887,957 New Shares at the Issue Price. The
Subscription Shares will represent, in aggregate (a) 11.01 per
cent. of the Enlarged Share Capital (but excluding any shares
issued in connection with the Directors' Debt for Equity Swap)
assuming that the Open Offer is fully subscribed and (b) 10.45 per
cent. of the Enlarged Share Capital assuming that the Open Offer is
fully subscribed and that the Directors' Debt for Equity Swap is
approved. In circumstances where no applications are received under
the Open Offer, the Subscription Shares will represent, in
aggregate (a) 27.19 per cent. of the Enlarged Share Capital (but
excluding any shares issued in connection with the Directors' Debt
for Equity Swap) and (b) 25.8 per cent. of the Enlarged Share
Capital assuming that the Directors' Debt for Equity Swap is
approved. Subscriptions by the Loan Providers under the Conditional
Subscription will be satisfied by the release of debt.
Subscriptions under the Open Offer will be in cash. Subscriptions
under the Conditional Subscription are subject to clawback to
satisfy valid applications made by Qualifying Shareholders under
the Open Offer.
The Fundraising is conditional, inter alia, on:
-- the passing of Resolutions 1 and 3 at the General Meeting; and
-- First Admission becoming effective by no later than 8.00 a.m.
on 20 May 2019 (or such later time and/or date, being no later than
8.00 a.m. on 31 May 2019, as the Company may decide).
Accordingly, if any of such conditions are not satisfied or, if
applicable, waived, the Fundraising will not proceed and any Basic
Entitlements and Excess CREST Open Offer Entitlements to be
admitted to CREST as part of the Open Offer will thereafter be
disabled.
The Directors' Debt for Equity Swap is also conditional on the
passing of Resolution 2 at the General Meeting.
Applications will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM. The New Shares will
rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares following their Admission. It is expected that First
Admission will become effective and that dealings on AIM in the
Open Offer Shares and the other New Shares issued by First
Admission will commence at 8.00 a.m. on 13 May 2019.
The Company has entered into the Subscription Letters with each
of the Loan Providers. By signing the Subscription Letters the Firm
Subscribers each agreed:
(a) if they are already a Shareholder, to vote in favour of the Resolutions;
(b) to participate in the Firm Subscription (either by way of
subscribing in cash or by way of reduction of existing debt);
(c) if they are already a Shareholder (subject to one
exception), not to take up his/its Basic Entitlement under the Open
Offer;
(d) (i) to vary the terms of the Company's indebtedness to it
and which is being utilised to underwrite the Open Offer such that
from the date of the Subscription Letter no further fees, interest,
commission, repayment premia, costs or expenses accrues on the
amount outstanding, (ii) to waive certain sums that would otherwise
have been due by way of commission, repayment premia, interest and
default interest and (iii) that to the extent the amount
outstanding is not settled through the Conditional Subscription the
balance shall carry no entitlement to interest and shall not be
repayable until the date upon which the Company receives net cash
proceeds of not less than GBP15 million from any disposal(s) of any
interest(s) in the Site by any member of the Group (after deduction
of (a) the expenses of any such disposal(s), (b) tax on such
proceeds and (c) any sums reasonably required by the Group to meet
its working capital requirements from time to time); and
(e) (save for only two Loan Providers) that any New Shares
issued to him/it as part of the Proposals be subject to a six month
lock-in and a subsequent six month orderly market arrangement.
The aggregate sum proposed to be foregone by the Conditional
Subscribers in respect of loans provided by them is in excess of
GBP840,000. In consideration of such arrangements the Company has
agreed that to the extent that such loans are satisfied by the
issue of New Shares, they shall be settled by reference to the
Issue Price rather than at the price originally provided for. The
loan amounts and the original prices at which they were to be
settled are set out in the table below:
Amount Price per share
GBP75,000 6 pence
----------------
GBP125,000 9 pence
----------------
GBP75,000 10 pence
----------------
GBP400,000 11.6 pence
----------------
GBP150,000 13.575 pence
----------------
GBP200,000 13.75 pence
----------------
GBP400,000 15.5 pence
----------------
GBP300,000 18 pence
----------------
Further the Conditional Subscribers have agreed to underwrite
the Open Offer by subscribing (as a release of debt) in the
Conditional Subscription up to an amount equal to the aggregate of
the sums owed to him/it under such loans subject to clawback in
full by Qualifying Shareholders through the Open Offer.
Accordingly, the Conditional Subscribers are underwriting the
Open Offer pro rata to the sums owed to them. The Subscription
Shares to be issued to the Conditional Subscribers pursuant to the
Conditional Subscription (and subject to clawback in full by
Qualifying Shareholders through the Open Offer) will be subscribed
for by the release of debt on a pound for pound basis.
The Subscribers (with one exception) have agreed not to take up
their Open Offer Entitlements in order to maximise the number of
Open Offer Shares available to Qualifying Shareholders.
Directors' Debt for Equity Swap
The Directors have agreed for themselves and persons connected
with them that they will not take up their Open Offer Entitlements
in order to maximise the number of Open Offer Shares available to
Qualifying Shareholders.
Certain of the Directors (or the entities providing the services
of certain of the Directors) are owed, in aggregate, GBP640,000
being remuneration due which has not been paid. Such Directors and
entities have agreed to swap such debt for New Shares at 3 pence
per share subject to the passing of the Resolutions at the General
Meeting. Resolution 2 relates only to the Directors' Debt for
Equity Swap. Whilst company law does not require such a resolution
the Directors wanted to give Shareholders the right to approve (or
disapprove) of that element of the Proposals. The entities and
Directors concerned and amount of debt proposed to be satisfied is
set out below:
Contracting Amount of Number Total number Percentage
entity and debt proposed of New of Ordinary of Enlarged
associated to be settled Shares Shares held Share Capital((1)
Director proposed immediately
to be issued following
the Fundraising
and the
Directors'
Debt for
Equity Swap
B D Bartman
& Co provides
the services
of Barry Bartman GBP190,000 6,333,333 7,344,167 1.76%
Grahame Cook GBP150,000 5,000,000 8,311,123 2.00%
Simmons International
Limited provides
the services
of Christopher
Egleton(2) GBP300,000 10,000,000 10,150,000 2.44%
(1) Assuming that the Fundraising is fully subscribed and the
Directors' Debt for Equity Swap is approved.
(2) Mr Egleton holds less than 30 per cent of the shares in
Simmons International Limited which is not a related party under
the AIM Rules
Issue of Warrants
Under the terms of the Silja Warrants as revised on 19 September
2018 the issue of the New Shares will result in the Company being
required to grant Silja Investments Limited (the holder of the
Silja Warrants) further warrants over such number of Ordinary
Shares as is equal to 17 per cent. of the New Shares issued on the
same terms as the Warrants, save that (i) the subscription price in
respect of such new warrants will be price at which the New Shares
are issued and (ii) the expiry date of the new warrants shall be
the fifth anniversary of the completion of the sale of Stewart
Travel (the "New Warrants").
Impact of implementation of the Proposals on the Company
If the Proposals are implemented in full then:
(a) the Company will receive cash proceeds from the Firm Subscription of GBP408,000;
(b) if no New Shares are taken up through the Open Offer,
GBP1,756,919 of existing indebtedness will be settled through the
Firm Subscription and the Conditional Subscription and Subscribers
will forgo in excess of GBP840,000 which might otherwise be due
from the Group;
(c) to the extent that Open Offer Shares are taken up through
the Open Offer, the Company will receive cash proceeds and any
indebtedness not settled through the Conditional Subscription will
become interest free; and
(d) if the Directors' Debt for Equity Swap is approved, a
further GBP640,000 of current indebtedness will be settled through
the issue of New Shares.
The Proposals are conditional, inter alia, upon the passing by
Shareholders of Resolutions 1 and 3 at the General Meeting in
connection with the Fundraising and of Resolutions 1, 2 and 3 in
connection with the Directors' Debt for Equity Swap. Shareholders
should be aware that in the event that such Resolutions are not
passed, the Company will need to arrange alternative and probably
less attractive funding.
Related Party Transactions
The participation in the Fundraising of Nick Day, who is a
director of Loyalward Limited, constitutes a related party
transaction for the purposes of the AIM Rules. Mr Day has agreed to
subscribe GBP200,000 in cash in the Firm Subscription and to the
satisfaction of GBP100,000 of debt by the issue of Firm
Subscription Shares at the Issue Price. The Directors, having
consulted with the Company's nominated adviser, WH Ireland Limited,
consider that the terms of this related party transaction are fair
and reasonable insofar as the Shareholders are concerned.
The participation in the Fundraising of David Raby, who is a
director of Loyalward Limited and Bureausite Limited (of which Mr
Raby is an associate), constitutes a related party transaction for
the purposes of the AIM Rules. Mr Raby has agreed to convert
GBP125,000 of sums due to him into New Shares at the Issue Price
and Bureausite, a company connected with Mr Raby, has agreed that
GBP425,000 of indebtedness due to it may be settled through the
Conditional Subscription at the Issue Price. The Directors, having
consulted with the Company's nominated adviser, WH Ireland Limited,
consider that the terms of this related party transaction are fair
and reasonable insofar as the Shareholders are concerned.
The participation of B D Bartman & Co (being an entity
connected with Barry Bartman) and of Grahame Cook in the Directors'
Debt for Equity Swap each constitutes a related party transactions
for the purposes of the AIM Rules. The independent directors, being
Christopher Egleton and Tim Hill, having consulted with the
Company's nominated adviser, WH Ireland Limited, consider that the
terms of these related party transactions are fair and reasonable
insofar as the Shareholders are concerned.
Details of the Open Offer
Basic Entitlement
Qualifying Shareholders (other than, subject to certain
exemptions, those Shareholders in Restricted Jurisdictions) have
the opportunity under the Open Offer to subscribe for Open Offer
Shares at the Issue Price, payable in full on application and free
of expenses, pro rata to their existing holdings of Existing
Ordinary Shares, on the following basis:
2 Open Offer Shares for every 9 Existing Ordinary Shares
held by them and registered in their names on the Record Date,
rounded down to the nearest whole number of Open Offer Shares.
Qualifying Shareholders may apply for any whole number of Open
Offer Shares up to their Basic Entitlement.
Excess Application
The Open Offer is structured so as to allow Qualifying
Shareholders to subscribe for Open Offer Shares at the Issue Price
pro rata to their holdings of Existing Ordinary Shares. Qualifying
Shareholders may also make applications in excess of their pro rata
Basic Entitlement. To the extent that pro rata Basic Entitlements
to Open Offer Shares are not subscribed for by Qualifying
Shareholders, such Open Offer Shares will be available to satisfy
such Excess Applications where Qualifying Shareholders have taken
up their full Basic Entitlement. Applications for Excess Shares may
be allocated in such manner as the Directors may determine, and no
assurance can be given that applications by Qualifying Shareholders
will be met in full or in part or at all. Excess Applications will
be rejected if and to the extent that the Company is aware that
acceptance would result in a Qualifying Shareholder, together with
those acting in concert with him/her for the purposes of the City
Code, holding 30 per cent. or more, or increasing an existing
holding of 30 per cent. or more, of the Enlarged Share Capital
immediately following First Admission.
The Open Offer is not a rights issue. Qualifying CREST
Shareholders should note that although the Basic Entitlements and
Excess CREST Open Offer Entitlements will be admitted to CREST and
be enabled for settlement, they will not be tradable and
applications in respect of the Basic Entitlements and Excess CREST
Open Offer Entitlements may only be made by the Qualifying
Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim raised by Euroclear's Claims Processing
Unit. Qualifying Non-CREST Shareholders should note that the
Application Form is not a negotiable document and cannot be traded.
Qualifying Shareholders who do not apply to take up their Basic
Entitlement will have no rights under the Open Offer or receive any
proceeds from it. If valid acceptances are not received in respect
of all Basic Entitlements under the Open Offer, unallocated Open
Offer Shares may be allotted to Qualifying Shareholders to meet any
valid applications under the Excess Application Facility and the
proceeds retained for the benefit of the Company. Qualifying
Shareholders should be aware that under the Open Offer, unlike in a
rights issue, any Open Offer Shares not applied for will not be
sold in the market or placed for the benefit of Qualifying
Shareholders.
Application has been made for the Basic Entitlements and Excess
CREST Open Offer Entitlements of Qualifying CREST Shareholders to
be admitted to CREST. It is expected that such Basic Entitlements
and Excess CREST Open Offer Entitlements will be admitted to CREST
on 25 April 2019.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 3 of the Circular and, for
Non-CREST Qualifying Shareholders, on the accompanying Application
Form. To be valid, Application Forms or CREST instructions (duly
completed) and payment in full for the Open Offer Shares applied
for must be received by the Receiving Agent by no later than 11.00
a.m. on 9 May 2019. Application Forms should be returned to Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen B62
8HD by no later than 11.00 a.m. on 9 May 2019.
It is expected that Qualifying CREST Shareholders will receive a
credit to their appropriate stock accounts in CREST in respect of
their Basic Entitlement and Excess CREST Open Offer Entitlement on
25 April 2019.
If First Admission does not occur on or before 8.00 a.m. on 20
May 2019 (or such later time and date as the Company may determine,
being not later than 31 May 2019), the Open Offer will not become
unconditional and application monies will be returned to
Applicants, without interest, as soon as practicable
thereafter.
Overseas Shareholders
Qualifying Shareholders who have registered addresses in or who
are resident in, or who are citizens of, countries other than the
UK (including without limitation any Restricted Jurisdiction),
should consult their professional advisers as to whether they
require any governmental or other consents or need to observe any
other formalities to enable them to take up their entitlements
under the Open Offer.
Dilution resulting from the Proposal
Following the issue of New Shares to be allotted in connection
with the Proposals, Qualifying Shareholders who take up their full
Basic Entitlement (and do not take up any Excess Shares under the
Excess Application Facility and do not participate in the Firm
Subscription or the Conditional Subscription) will suffer a
dilution of up to 16 per cent. to their interests in the Company as
a result of the Fundraising, assuming the Fundraising is fully
subscribed, the Directors' Debt for Equity Swap is approved and all
of the New Shares are issued.
Qualifying Shareholders who do not take up any of their Basic
Entitlement (and Shareholders in the United States or a Restricted
Jurisdiction who are not eligible to participate in the Open Offer)
will suffer a dilution of up to 31 per cent. to their interests in
the Company as a result of the Fundraising, assuming it is fully
subscribed, the Directors' Debt for Equity Swap is approved and all
of the New Shares are issued.
The City Code
The City Code applies to quoted public companies which have
their registered office in the UK, the Channel Islands or the Isle
of Man and, in addition, unquoted public companies which have their
registered office in the UK, the Channel Islands, or the Isle of
Man and whose central management and control remain in the UK, the
Channel Islands or the Isle of Man. Accordingly, the City Code
applies to the Company. Under the City Code, if an acquisition of
Ordinary Shares or interests therein were to increase the aggregate
holding of the acquirer and its concert parties to interests in
shares carrying 30 per cent. or more of the voting rights in the
Company, the acquirer and, depending on circumstances, its concert
parties would be required (except with the consent of the Panel) to
make a cash offer for the outstanding shares in the Company at a
price not less than the highest price paid for interests in shares
by the acquirer or its concert parties during the previous 12
months.
This requirement would also be triggered by any acquisition of
New Shares and/or interest therein by a person holding (together
with its concert parties) Ordinary Shares carrying between 30 and
50 per cent. of the voting rights in the Company if the effect of
such acquisition was to increase that person's percentage of the
total voting rights of the Company.
Irrevocable Undertakings
The Company has received irrevocable undertakings from
Shareholders holding, in aggregate, 77,674,412 Ordinary Shares,
amounting to 27.18 per cent. of the Existing Ordinary Shares to
vote in favour of the Resolutions. This includes undertakings from
each of the Directors who have irrevocably undertaken to vote in
favour of the Resolutions in respect of their own beneficial
holdings amounting to, in aggregate, 7,007,725 Existing Ordinary
Shares.
Recommendation
The Directors believe that the Resolutions are in the best
interests of the Company and Shareholders as a whole and
unanimously recommend that Shareholders vote in favour of the
Resolutions as they intend to do in respect of their own beneficial
holdings of, in aggregate, 7,007,725 Existing Ordinary Shares,
representing 2.44 per cent of the Existing Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under the Open Offer 6.00 p.m. on 18 April
2019
Ex-entitlement date for the Open Offer 8.00 a.m. on 24 April
2019
Posting of the Circular, the Form of Proxy and, 24 April 2019
to Qualifying Non-CREST Shareholders only, the
Application Form
Basic Entitlements and Excess CREST Open Offer 25 April 2019
Entitlements credited to stock accounts of Qualifying
CREST Shareholders in CREST
Recommended latest time for requesting withdrawal 4.30 p.m. on 2 May
of Basic Entitlements and Excess CREST Open Offer 2019
Entitlements from CREST
Latest time and date for depositing Basic Entitlements 3.00 p.m. on 3 May
and Excess CREST Open Offer Entitlements into 2019
CREST
Latest time and date for splitting of Application 3.00 p.m. on 7 May
Forms (to satisfy bona fide market claims only) 2019
Latest time and date for receipt of Forms of 11.30 a.m. on 8 May
Proxy [or electronic proxy appointments] for 2019
use at the General Meeting
Latest time and date for receipt of completed 11.00 a.m. on 9 May
Application Forms from Qualifying Non-CREST Shareholders 2019
and payment in full under the Open Offer or settlement
of relevant CREST instructions (as appropriate)
General Meeting 11.30 a.m. on 10 May
2019
Announcement of the results of the General Meeting 10 May 2019
Expected date of the announcement of the result 10 May 2019
of the Fundraising
First Admission and commencement of dealings 8.00 a.m. on 13 May
in the New Shares the subject of First Admission 2019
CREST Members' accounts expected to be credited 13 May 2019
in respect of New Shares the subject of First
Admission in uncertificated form
Expected despatch of definitive share certificates 31 May 2019
for New Shares the subject of First Admission
in certificated form
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to
Shareholders by announcement through a RIS.
2. All of the above times refer to London time unless otherwise stated.
3. The admission and commencement of dealings in the New Shares
issued on First Admission on AIM are conditional on, inter alia,
the passing of Resolutions 1 and 3 at the General Meeting and, in
relation to the Directors' Debt for Equity Swap, the passing of
Resolution 2 at the General Meeting.
4. Applications for Admission of New Shares issued pursuant to
the Firm Subscription and paid up after the date of First Admission
will be made following receipt of payment in respect of such New
Shares.
FUNDRAISING STATISTICS
Closing Price per Existing Ordinary Share(1) 1.95 pence
Basic Entitlements under the Open Offer 2 Open Offer Shares for every 9 Existing Ordinary Shares
Issue Price per Subscription Share 2.75 pence
Premium to Closing Price per Existing Ordinary Share(1) 41.03 per cent.
Number of Ordinary Shares in issue(2) 287,495,806
Maximum aggregate number of Subscription Shares to be
issued by the Company pursuant to the
Fundraising(3) 107,360,684
Number of new Ordinary Shares to be issued by the
Company pursuant to the Firm Subscription 43,472,727
Maximum number of new Ordinary Shares to be issued by
the Company pursuant to the Conditional
Subscription and the Open Offer(3) 63,887,957
Number of new Ordinary Shares to be issued by the
Company pursuant to the Directors' Debt
for Equity Swap 21,333,333
Maximum number of New Shares to be issued by the Company
pursuant to the Fundraising and the
Directors' Debt for Equity Swap 128,694,018
Maximum aggregate number of Ordinary Shares in issue
immediately following First Admission(4) 404,917,096
Maximum aggregate number of Ordinary Shares in issue
immediately following completion of the
Fundraising and the Directors' Debt for Equity Swap 416,189,824
New Shares as a percentage of the Enlarged Share Capital 29.00 per cent.
immediately following First Admission(4)
New Shares as a percentage of the Enlarged Share Capital 30.92 per cent.
immediately following completion
of the Fundraising and the Directors' Debt for Equity
Swap
Maximum gross proceeds of the Firm Subscription(5) GBP1,195,500
Maximum gross cash proceeds of the Firm Subscription(6) GBP408,000
Estimated expenses of the Fundraising GBP103,000
Ordinary Share ISIN GB0008497975
SEDOL 0849797
Basic Entitlements ISIN GB00BJHPZD84
Excess CREST Open Offer Entitlements ISIN GB00BJHPZF09
Notes:
1. Closing Price on the Latest Practicable Date.
2. As at the Latest Practicable Date.
3. Fractions of Open Offer Shares will not be allotted to
Shareholders in the Open Offer and fractional entitlements under
the Open Offer will be rounded down to the nearest whole number of
Open Offer Shares
4. Assuming all the Open Offer Shares are subscribed and only
those Firm Subscription Shares to be paid up by First Admission are
issued i.e. excluding any Firm Subscription Shares to be paid up
following First Admission and assuming that the Directors' Debt for
Equity Swap is approved.
5. Proceeds will be in cash or the release of debt
6. Of this amount, the payment of GBP310,000 will follow First Admission
DEFINITIONS
Admission the admission of the relevant New Shares to
trading on AIM becoming effective in accordance
with the AIM Rules
AIM AIM, a market operated by the London Stock
Exchange
AIM Rules the AIM Rules for Companies published by the
London Stock Exchange from time to time
Applicant a Qualifying Shareholder or a person entitled
by virtue of a bona fide market claim who lodges
an Application Form or relevant CREST instruction
under the Open Offer or Excess Application
Facility
Application Form the personalised application form accompanying
the Circular by which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares
under the Open Offer
Basic Entitlement the pro rata entitlement of each Qualifying
Shareholder to subscribe for 2 Open Offer Shares
for every 9 Existing Ordinary Shares registered
in their name as at the Record Date, on and
subject to the terms of the Open Offer
Board or Directors the directors of the Company whose names are
set out on page 12 of the Circular
Business Day any day on which banks are usually open in
England and Wales for the transaction of business,
other than a Saturday, Sunday or public holiday
certificated or a share or other security not held in uncertificated
in certificated form (that is, not in CREST)
form
City Code the City Code on Takeovers and Mergers
Closing Price the closing middle market quotation of an Ordinary
Share as derived from the Daily Official List
of the London Stock Exchange
Companies Act or Companies Act 2006 (as amended)
Act
Company or Minoan Minoan Group Plc, a public limited company
incorporated in England and Wales with company
number 03770602
Conditional Subscribers those Loan Providers who have conditionally
agreed to subscribe for New Shares pursuant
to the Conditional Subscription
Conditional Subscription the conditional subscriptions by the Conditional
Subscribers in respect of the Conditional Subscription
Shares on the terms and subject to the conditions
set out in their Subscription Letter and subject
to clawback to satisfy valid applications by
Qualifying Shareholders under the Open Offer
Conditional Subscription the 63,887,957 new Ordinary Shares allocated
Shares pursuant to the Conditional Subscription
CREST the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in the CREST Regulations)
CREST Member a person who has been admitted to Euroclear
as a system-member (as defined in the CREST
Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001
(SI 2001/3755) (as amended)
Directors' Debt the proposal, subject to the passing of the
for Equity Swap Resolutions at the General Meeting, that, in
addition to the Fundraising, GBP640,000 of
the sums owed to certain of the Directors (or
entities providing their services) by the Group
should be satisfied by the issue of new Ordinary
Shares at 3 pence per share
Enlarged Share the total number of issued Ordinary Shares
Capital as at First Admission assuming the Open Offer
is fully subscribed
Euroclear Euroclear UK & Ireland Limited, the operator
of CREST
Excess Application Open Offer Shares which may be applied for
or Excess Shares by Qualifying Shareholders under the Excess
Application Facility
Excess Application the arrangement pursuant to which Qualifying
Facility Shareholders may apply for additional Open
Offer Shares in excess of their Basic Entitlements
in accordance with the terms and conditions
of the Open Offer
Excess CREST Open in respect of each Qualifying CREST Shareholder
Offer Entitlement who has taken up his Basic Entitlement in full,
the entitlement to apply for Open Offer Shares
in addition to his Basic Entitlement credited
to his stock account in CREST, pursuant to
the Excess Application Facility
Existing Ordinary the issued ordinary share capital of the Company
Shares as at the date of the Circular, being 287,495,806
Ordinary Shares
FCA the United Kingdom Financial Conduct Authority
in its capacity as the competent authority
for the purposes of Part VI of FSMA
Firm Subscribers those Loan Providers who have agreed to subscribe
for the Firm Subscription Shares pursuant to
the Firm Subscription
Firm Subscription the conditional subscription by the Firm Subscribers
for the Firm Subscription Shares
Firm Subscription the 43,472,727 new Ordinary Shares allocated
Shares pursuant to the Firm Subscription
First Admission Admission of the Open Offer Shares and any
other New Shares which fall to be admitted
to trading on AIM on the same date as the Open
Offer Shares
Form of Proxy the form of proxy enclosed with the Circular
for use by Shareholders in connection with
the General Meeting
FSMA the Financial Services and Markets Act 2000
(as amended)
Fundraising the Firm Subscription and the Conditional Subscription
and Open Offer but excluding the Director's
Debt for Equity Swap
General Meeting the general meeting of the Company to be held
at 11.30 a.m. on 10 May 2019 at the offices
of Pinsent Masons LLP at 30 Crown Place, London,
EC2A 4ES, or any reconvened meeting following
any adjournment of the general meeting, notice
of which is set out at the end of the Circular
Group the Company and its subsidiaries from time
to time
Issue Price 2.75 pence per New Subscription Share
Latest Practicable 23 April 2019, being the latest practicable
Date date prior to the publication of the Circular
Loan Providers certain shareholders and other persons who
have provided the Group with long term loans
or credit and who have agreed (a) to subscribe
for New Shares pursuant to Firm Subscription
and (b) to vary the terms upon which they have
provided loans or credit to the Group as set
out in their Subscription Letter
London Stock Exchange London Stock Exchange plc
New Shares the new Ordinary Shares to be issued pursuant
to the Fundraising and the 21,333,333 new Ordinary
Shares to be issued pursuant to the Director's
Debt for Equity Swap, if approved
Notice or Notice the notice of the General Meeting set out at
of General Meeting the end of the Circular
Open Offer the conditional invitation to Qualifying Shareholders
to subscribe for the Open Offer Shares at the
Issue Price on the terms and subject to the
conditions set out in the Circular and, in
the case of Qualifying Non-CREST Shareholders
only, the Application Form
Open Offer Shares the 63,887,957 new Ordinary Shares being offered
to Qualifying Shareholders pursuant to the
Open Offer together, where the context requires,
with the Excess Application Facility
Ordinary Shares the ordinary shares of 1 pence each in the
capital of the Company and "Ordinary Share"
shall be construed accordingly
Panel the Panel on Takeovers and Mergers
Project the Group's proposed development of the Site
Proposals the proposed Fundraising and the variation
of the terms of loans or credit provided to
the Group as set out in the Subscription Letters
which are subject to the passing of the Resolutions
1 and 3 at the General Meeting and First Admission
and the proposed Directors' Debt for Equity
Swap which is subject to the passing of the
Resolutions at the General Meeting
Qualifying CREST Qualifying Shareholders holding Existing Ordinary
Shareholders Shares in uncertificated form in CREST at the
Record Date
Qualifying Non-CREST Qualifying Shareholders holding Existing Ordinary
Shareholders Shares in certificated form at the Record Date
Qualifying Shareholders holders of Existing Ordinary Shares on the
register of members of the Company at the Record
Date with the exclusion (subject to certain
exceptions) of Overseas Shareholders
Record Date 6.00 p.m. on 18 April 2019
Registrars or Receiving Neville Registrars Limited, Neville House,
Agent Steelpark Road, Halesowen B62 8HD in its capacity
as the Company's registrars or receiving agent,
as the case may be
Regulatory Information a service approved by the FCA for the distribution
Service to the public of regulatory announcements and
included within the list maintained on the
FCA's website
Resolutions the resolutions to be proposed at the General
Meeting, as set out in the Notice of General
Meeting
Restricted Jurisdiction each and any of the United States, Australia,
Canada, Japan, the Republic of South Africa,
New Zealand and any other jurisdiction where
the extension or the availability of the Open
Offer would breach any applicable law
RIS a Regulatory Information Service within the
meaning given in the AIM Rules
Securities Act the US Securities Act of 1933 (as amended)
Shareholders holders of Ordinary Shares
Silja Warrants the existing warrants to subscribe for up to
61,726,435 Ordinary Shares issued by the Company
and held by Silja Investments Limited
Site the approximately 25 square kilometre site
on the Cavo Sidero peninsula in the prefecture
of Lasithi, in north-eastern Crete
Subscribers the Firm Subscribers and the Conditional Subscribers
Subscription the Firm Subscription and the Conditional Subscription
Subscription Letters letters from the Loan Providers applying (in
some cases) for New Shares in the Firm Subscription
for cash or a debt for equity swap and (in
some cases) applying for New Shares in the
Conditional Subscription by way of debt for
equity swap (subject in the case of the Conditional
Subscription to clawback to satisfy Qualifying
Shareholders' applications in the Open Offer)
and (in some cases) varying the terms upon
which they have provided loans or credit to
the Group
Subscription Shares the Firm Subscription Shares and the Conditional
Subscription Shares
uncertificated a shareholding which is recorded on the register
or in uncertificated of members of the Company as being held in
form uncertificated form in CREST and title to which,
by virtue of the CREST Regulations, may be
transferred by means of CREST
United Kingdom the United Kingdom of Great Britain and Northern
or UK Ireland
United States or the United States of America
US
GBP, pounds, sterling the lawful currency of the United Kingdom
or pence
Contact Details:
Minoan Group Plc
Christopher Egleton christopher.egleton@minoangroup.com
Bill Cole william.cole@minoangroup.com
WH Ireland Limited 020 7220 1666
Adrian Hadden
Lydia Zychowska
Important notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
This announcement includes certain statements that are, or may
be deemed to be, forecasts, estimates, projections and opinions
("Forward-looking Statements"). When used in this announcement, the
words "believe", "estimate", "expect", "intend", "plan", "may",
"will", or "should" or in each case, their negative or other
variations or similar expressions, as they relate to the Company,
its management or third parties, identify Forward-looking
Statements. Forward-looking Statements include statements regarding
the Company's business strategy and objectives, financial
condition, results of operations and market data, as well as any
other statements that are not historical facts.
Forward-looking Statements involve known and unknown risks,
uncertainties, assumptions and other factors because they relate to
events and depend on circumstances that will occur in the future
whether or not outside the control of the Company. These factors,
risks, uncertainties and assumptions could cause actual outcomes
and results to be materially different from those projected. Past
performance cannot be relied upon as a guide to future performance
and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
No representation is made or will be made that any Forward-looking
Statements will be achieved or will prove to be correct.
The Company and its affiliates expressly disclaim any obligation
undertaking to update, review or revise any Forward-looking
Statement and disclaims any obligation to update its view of any
risks or uncertainties described herein or to publicly announce the
result of any revisions to the Forward-looking Statements made in
this announcement, expect as required by law.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
This announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933 or an exemption
from registration and the securities referred to herein have not
been and will not be registered under the US Securities Act of 1933
and may not be offered or sold, directly or indirectly, in any
form, within or into the United States or for the account or
benefit of any person with a registered address in, or who is
resident or ordinarily resident in, the United States. No public
offering or sale of securities in the United States will be
made.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCSEAEFDFUSEEL
(END) Dow Jones Newswires
April 24, 2019 02:01 ET (06:01 GMT)
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