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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
20th Aug 20157:00 amRNSShare Issues re Options etc.
31st Jul 20157:00 amRNSInterim Results
14th Jul 20151:20 pmRNSTrading Update
23rd Jun 20157:00 amRNSChange of Registered Office
27th Apr 201511:45 amRNSResult of AGM
17th Apr 20153:45 pmRNSNew Crete Regional Plan
8th Apr 20157:00 amRNSDirector appointed to Loyalward Limited
2nd Apr 20157:00 amRNSNotice of AGM
1st Apr 20157:00 amRNSSignificant Shareholdings
31st Mar 20157:00 amRNSPreliminary Results
24th Mar 201511:25 amRNSSignificant Shareholdings
24th Mar 20157:00 amRNSShare Issues
18th Mar 20152:05 pmRNSShare Price Movement/Media Comment
26th Nov 20147:00 amRNSConvertible Loans Update, Share Issue
10th Nov 201412:53 pmRNSFurther Project Update
6th Nov 20147:00 amRNSProject Update, Convertible Loans
21st Oct 201410:00 amRNSAgreement to acquire c. 20% of Miles Away Limited
7th Aug 20147:00 amRNSIncrease in Warrant price, Warrant and Share Issue
31st Jul 20147:00 amRNSInterim Results Announcement
2nd Jun 20148:58 amRNSCompletion of Acquisition of Martin Singer Travel
28th May 20147:00 amRNSPlacing & Progress Update
19th May 20143:41 pmRNSSEA Approved by Ministry of Culture
25th Apr 201411:56 amRNSResult of AGM
9th Apr 20147:00 amRNSRegional Government of Crete Decision
2nd Apr 201410:14 amRNSNotice of Annual General Meeting
2nd Apr 20147:00 amRNSPreliminary Results Announcement
21st Mar 20148:55 amRNSLocal Municipality Support
17th Mar 20147:00 amRNSAcquisition of Martin Singer Travel
21st Feb 20147:26 amRNSChange of Registered Office
19th Feb 20147:25 amRNSSEA Enters Public Consultation, Management Changes
12th Feb 20147:00 amRNSAcquisition of Minority, Greece and Loan Terms
29th Jan 201411:43 amRNSResult of General Meeting
13th Jan 20147:00 amRNSNotice of General Meeting
23rd Dec 201310:44 amRNSStrategic Environmental Assessment Submitted
18th Dec 20137:00 amRNSDirectors' Share Acquisitions and Grant of Options
13th Dec 20137:00 amRNSTrading Update
21st Nov 20133:59 pmRNSFast Track new Article 24 Approval
18th Oct 20132:05 pmRNSShare Issue, Change to Significant Shareholding
17th Oct 20137:00 amRNSLoan Facility up to £5 million to fund expansion
31st Jul 20137:00 amRNSInterim Results
24th May 20137:00 amRNSHolding(s) in Company
26th Apr 201312:31 pmRNSResult of AGM
5th Apr 20131:56 pmRNSWithdrawal of Appeals
3rd Apr 20137:00 amRNSNotice of AGM
2nd Apr 20132:43 pmRNSGrant of Options
25th Mar 20137:00 amRNSPreliminary results for the year ended 31 Oct 2012
18th Feb 20137:00 amRNSGreek Government confirms support despite Appeal
5th Feb 20137:00 amRNSTrading Update
3rd Dec 20127:00 amRNSTotal Voting Rights
21st Nov 201211:00 amRNSAcquisitions, Trading Update & Share Issue

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