REG - Minoan Group PLC - Travel acquisition and Fundraising
10 March 2011
Minoan Group Plc
("Minoan" or the "Company" or the "Group")
Travel acquisition plus Fundraising and Share Issue
Minoan Group Plc is pleased to announce the acquisition of the entire issued share capital of King World Travel Limited ("KWT"), an independent travel business based in Scotland, for a total consideration of £410,000 in cash and shares. The Company has also successfully placed 4,733,335 new ordinary shares of 1p each ("New Ordinary Shares") at 15 pence per share with both existing shareholders and new investors, raising £710,000.
· The acquisition of KWT is the first step on the road to building distribution capacity within the Group.
· The acquisition will underpin the progression of the Group's project in Crete once due process has been followed in Greece.
· Other, larger, complementary targets have been identified.
Commenting on the acquisition, Minoan Chairman, Christopher Egleton said:
"We are delighted that we are completing the first step in the development of the Group's travel and leisure strategy. The Board appointed Duncan Wilson as Managing Director for precisely this purpose.
The directors have been considering a number of buy and build scenarios and in the medium term we are assessing the acquisition of a number of complementary businesses in the travel and leisure sector. Although KWT is, in itself, a small business, it will be profitable this year and, if other ongoing discussions prove fruitful, we will create a travel business which will improve profits incrementally through management input, synergies and marketing.
These acquisitions will be invaluable in the creation of shareholder value as our strategies are implemented."
KWT was founded over 25 years ago and currently has six outlets and a total transaction value of c£10 million per annum. KWT is licensed by The Association of British Travel Agents and The Civil Aviation Authority and owns the domain name "theholidaysearch.com", which Minoan intends to market as an online travel agency.
KWT was formed in December 1985 by Tom King and Linda Boyd. Linda Boyd will continue as a director of KWT while Tom King will leave the business to pursue other interests.
In light of recent announcements regarding Minoan's expectations of future developments relating to its project in Crete and the accelerated planning in the recently announced Greek Fast Track legislation, the Board has decided to implement its previously stated intention to develop Minoan's own passenger generating capability through building a distribution led travel business.
The acquisition of KWT is the first step on the road to building such distribution capacity within the Group, which it is intended will underpin the progression of its project in Crete once due process has been followed in Greece.
Other, larger, complementary targets have been identified, initial discussions have commenced and we expect to make further announcements in due course.
The key terms of the acquisition are:
· Minoan has acquired the entire issued share capital of KWT for a total consideration of £410,000.
· The total consideration is to be settled in the amount of £360,000 in cash plus the issue of 333,334 New Ordinary Shares at 15 pence per share (see below).
· Tom King will resign as a director of KWT with immediate effect. Linda Boyd will remain as a director.
· The audited net assets of KWT as at 31 October 2010 were £77,025 and the profit before taxation for the year ended 31 October 2010 was £33,917. The Directors believe however, that after normalising this result for non-recurring expenditure, the adjusted profit would have been in excess of £100,000.
The acquisition of KWT, due to its size relative to the Group, is deemed to be a substantial transaction under the AIM Rules.
Fundraising and Share Issue
The Company has successfully placed 4,733,335 New Ordinary Shares at 15 pence per share with both existing shareholders and new investors, raising £710,000. In addition, in order to satisfy certain existing commitments, the Company has agreed to issue 1,728,573 New Ordinary Shares at 10.5 pence per share and 808,252 New Ordinary Shares at 15 pence per share. Finally, the Company has agreed to issue 333,334 New Ordinary Shares at 15 pence per share to settle part of the consideration for the acquisition of KWT (see above). The total number of New Ordinary Shares to be issued, therefore, is 7,603,494. The net proceeds from the placing will be used primarily to complete the acquisition of KWT and to provide ongoing working capital for the Group.
The Directors' beneficial shareholdings are 1,841,223 Ordinary Shares, representing 2.22% of the issued share capital as enlarged following this fundraising and share issue.
Application has been made for the total number of 7,603,494 New Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will be effective from 16 March 2011. Following Admission, there will be a total of 82,830,941 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.
Under the terms of the placing, Minoan has also issued Warrants 2011 to subscribe for up to 1,183,335 Ordinary Shares at a price of 15 pence per share. The Warrants will expire on 31 December 2012.
For further information visit www.minoangroup.com or contact:
Minoan Group Plc
Christopher Egleton firstname.lastname@example.org
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
Bishopsgate Communications Limited 020 7562 3350
Nick Rome/Michael Kinirons
This information is provided by RNS