Completion of acquisition and issue of shares

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 £2,000,000 to be paid by the Company, such sum to be satisfied by the payment of £1,400,000 in cash at completion and £600,000 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 £2.12 million. Whilst the consideration has increased from £2 million to £2.12 million, the Board is keen to stress that the effective consideration is actually £1.95 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 £2.12 million is payable as follows:

·      the Consideration Shares totalling £600,000 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 £430,000) (see below);

·      the cash consideration payable has reduced from £1.4 million to £700,000 and is to be paid as to £500,000 on or before 25 October 2011 and £200,000 on or before 31 October 2011;

·      the remaining £820,000 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 £320,000, 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 £500,000, which is to be repaid in cash as to £300,000 on or before 14 May 2012 and as to £200,000 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 £200,000 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 £200,000 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 £400,000.

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 £1,375,000 to £975,000.

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 £370,000 (formerly £450,000) of which £70,000 is to be advanced to the Company on or before 31 October 2011 and the balance of £300,000 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 £18,500 and a premium of £145,688, 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 £380,000 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 £19,000 and a premium of £149,625 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 £700,000 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 £600,000 (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	[e-mail]
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

 

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