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Schedule 1 - Minoan Group PLc

4 Oct 2011 16:39

RNS Number : 5520P
AIM
04 October 2011
 



 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Minoan Group Plc

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

30 Aylesbury Street, London, EC1R 0ER

 

COUNTRY OF INCORPORATION:

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.minoangroup.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Minoan Group Plc ("Minoan" or "the Group"), the AIM listed travel and leisure company is committed to acquiring distribution-led businesses in the UK. The Group's strategy is to acquire smaller regional players in the sector with positive working capital and strong net margins on commission earned.

 

In line with this strategy, the Group has already acquired King World Travel Limited and an interest in Stewart Travel Centre and it now wishes to acquire the entire issued share capital of John Semple Travel Limited ("JST"), a multi faceted and online travel agent based in Scotland (the "Acquisition").

 

The Acquisition will constitute a reverse takeover under the AIM Rules and is therefore conditional, inter alia, upon the approval of Shareholders at a general meeting. A reverse takeover also involves the cancellation of the Existing Ordinary Shares from trading on AIM and a new application for the First Enlarged Share Capital to be admitted to trading on AIM. A separate application will be made for the Consideration Shares to be admitted to AIM.

 

In Greece, the Group also continues to concentrate on its Crete Project: the assembly, design and supervision of the construction of and, ultimately, management of the Resort, on a 25 square km site in north eastern Crete.

 

The Company is seeking to raise £1,665,000 through the issue of 2,900,000 new Ordinary Shares at 10p per share to raise £290,000 by way of the Placing and the completion of the Loans of £1,375,000 in order to fund the cash consideration in relation to the Acquisition and to contribute to the costs of Admission.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

96,588,094 ordinary shares of 1p each on 18 October 2011

 

Further, up to 5,454,545 ordinary shares of 1p each (being new ordinary shares of 1p each to be issued as the Consideration Shares for the acquisition of JST) on 25 October 2011.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Placing of Ordinary Shares - £290,000

 

Expected market capitalisation on Admission (18 October 2011) - £9,658,809

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

1.91%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

N.A.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Christopher William Egleton FCA (Executive Chairman)

Duncan Campbell Wilson (Managing Director)

Barry David Bartman FCA (Finance Director)

Grahame David Cook ACA (Non-Executive Director)

Timothy Roland Collingwood Hill B.Arch., RIBA (Non-Executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

SHAREHOLDER

% BEFORE ADMISSION

% AFTER ADMISSION

T1ps Investment Management (IOM) Limited

10.18%

TBC

 

Peter David Raby

5.71%

5.54%

 

 

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

N.A.

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 October

(ii) 31 March 2011 (being the historical financial information on JST, the subject of the Reverse Takeover)

(iii) (a) Final results to 31 October 2011, by 30 April 2012

(b) Interim results to 30 April 2012, by 31 July 2012

(c) Final results to 31 October 2012, by 30 April 2013

 

EXPECTED ADMISSION DATE:

 

18 October 2011

NAME AND ADDRESS OF NOMINATED ADVISER:

Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN

 

NAME AND ADDRESS OF BROKER:

Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN (joint broker)

 

Rivington Street Corporate Finance Limited, 3rd Floor, 3 London Wall Buildings, London Wall, London EC2M 5SY (joint broker)

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.minoangroup.com and

 

Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN.

 

THE ADMISSION DOCUMENT CONTAINS FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES.

 

DATE OF NOTIFICATION:

 

4 October 2011

NEW/ UPDATE:

 

NEW

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAADKQDNPBDDFKK
Date   Source Headline
31st Jul 20187:00 amRNSInterim Results
12th Jul 20187:00 amRNSLoan Facility Extension
2nd Jul 20188:01 amRNSUpdate
6th Jun 20187:00 amRNSUpdate
30th Apr 201812:17 pmRNSResult of AGM
27th Apr 20187:00 amRNSAlign Research Note
26th Apr 201811:24 amRNSPlacing & Appointment of Joint Broker
6th Apr 20187:00 amRNSNotice of Annual General Meeting
6th Apr 20187:00 amRNSPreliminary Results for Year Ended 31 October 2017
13th Mar 20182:11 pmRNSUpdate - Amended
13th Mar 20187:00 amRNSUpdate
4th Jan 20187:00 amRNSSignificant Shareholding
29th Dec 20177:00 amRNSOption Expiry Dates
20th Dec 20177:00 amRNSBroker Offer
18th Dec 20177:00 amRNSSubscription & Broker Offer
14th Dec 20171:41 pmRNSUpdate - Trading & Financing
9th Oct 201710:39 amRNSSignificant Shareholding
26th Jul 20177:00 amRNSInterim Results For The 6 Months End 30 April 2017
10th Jul 20177:00 amRNSIssue of Equity
30th Jun 201711:30 amRNSLoan Facility Extension
26th Jun 20177:00 amRNSAppeals Dismissed
22nd May 20177:00 amRNSAcquisition, Placing and Balance Sheet
27th Apr 201712:39 pmRNSResult of AGM
11th Apr 20177:00 amRNSSignificant Shareholding
5th Apr 20177:00 amRNSShare Issue/Options
3rd Apr 20177:00 amRNSNotice of AGM
31st Mar 201712:42 pmRNSPreliminary Results Announcement
24th Mar 20178:21 amRNSGreek Media Reports Dismissal of Appeals
11th Jan 201712:35 pmRNSGrant of Option to a PDMR
10th Jan 20177:00 amRNSGrant of Options
22nd Dec 20162:14 pmRNSShare Issue/Options
3rd Oct 20167:00 amRNSLoan Facility Extension
16th Sep 201612:39 pmRNSAppeal Hearing Held
12th Sep 20167:00 amRNSHearing Date Confirmed
9th Sep 20167:00 amRNSGreece and Trading Update
27th Jul 20167:00 amRNSShare Issue
14th Jul 20167:00 amRNSInterim Results
30th Jun 20161:28 pmRNSPresidential Decree - Appeals Hearing Date
8th Jun 201610:33 amRNSPresidential Decree - Appeals Hearing Date
10th May 20164:50 pmRNSPresidential Decree - Appeals
4th May 20167:00 amRNSShare Issue
25th Apr 201611:53 amRNSResult of AGM
1st Apr 20167:00 amRNSNotice of AGM
31st Mar 20167:00 amRNSPreliminary Results Announcement
11th Mar 20163:01 pmRNSPresidential Decree Issued
24th Feb 20163:19 pmRNSGreek Press Reports of Signing of PD
8th Jan 20162:43 pmRNSSignificant Shareholding
30th Dec 20157:00 amRNSChanges to JV Agreement and Options
18th Nov 20157:00 amRNSShare Issue
20th Oct 20151:19 pmRNSGreek Update

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