Minoan Group Plc
Report and Financial Statements
Year ended 31 October 2018
Company registration no: 3770602
Minoan Group Plc (Registered number:3770602)
Report and Financial Statements
Year ended 31 October 2018
Contents
Directors and Advisers
Chairman’s Statement
Strategic Report
Directors’ Report
Independent Auditor’s Report
Consolidated Statement of Profit and Loss and Other Comprehensive Income
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Cash Flow Statement
Note to the Consolidated Cash Flow Statement
Company Cash Flow Statement
Note to the Company Cash Flow Statement
Notes to the Financial Statements
1
2-4
5-6
7-8
9-13
14
15
16
17
18
19
20
21
22
23-51
Minoan Group Plc (Registered number: 3770602)
Directors and Advisers
Directors
C W Egleton FCA (Chairman)
B D Bartman BSc (Econ), FCA
G D Cook MA, ACA
T R C Hill B.Arch
Company secretary
W C Cole FCA
Registered office
30 Crown Place
London
EC2A 4ES
Administration office
3rd Floor
AMP House
Dingwall Road
Croydon
Surrey
CR0 2LX
Bankers
HSBC Bank plc, London
Legal advisers
Pinsent Masons LLP, London
Nominated adviser and broker
WH Ireland Limited, London
Broker
Cornhill Capital Limited, London
Registrars
Neville Registrars Limited, Halesowen, West Midlands
Independent auditor
Anstey Bond LLP
Chartered Accountants and Statutory Auditor
1 Charterhouse Mews
London
EC1M 6BB
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Minoan Group Plc (Registered number: 3770602)
Chairman’s Statement
Introduction
As shareholders will be aware from the Company’s announcements in March, September and October 2018,
the year under review was marked by the decision to dispose of its Travel and Leisure division (“Stewart
Travel”) and the completion of the sale during the year. The sale was completed after some costly delays as a
result of aborted negotiations with two private equity counterparties. Stewart Travel was sold to Zachary Asset
Holdings Ltd (a company associated with Hillside, the Group’s principal lender) on 9 October 2018, just prior
to our year-end, for the sum of £6,564,520 plus the repayment of inter-company debt of £781,749. The overall
effect of the transaction was to reduce our indebtedness to Hillside to £942,000 at 31 October 2018.
The delays in the sale meant that more management time was devoted to it but following its completion, and
the concomitant reduction in debt, the Board's focus is on the realisation of the value inherent in the Group’s
project in Crete as well as on those matters outlined in my previous Statements and Updates including, inter
alia, reducing the Group’s cost base.
Financial Review
The sale of Stewart Travel during the year to 31 October 2018 means that the results themselves are not strictly
comparable to those of the previous year. Nevertheless it is worth noting that Consolidated Statement of Profit
and Loss and Other Comprehensive Income showed a loss for the year of £3,022,000 (2017: £2,516,000). The
loss primarily reflects the net loss on the sale of Stewart Travel in the amount of £1,617,000, which itself arose
largely as a result of increases in finance and other costs attributable to the Hillside Loan and the delayed sale.
Also worthy of note is that corporate development costs fell in the period to £92,000 (2017: £504,000). The
Consolidated Statement of Financial Position shows that the Group had total equity at 31 October of
£40,596,000 (2017: £42,289,000).
Post balance financing
Following the sale of Stewart Travel, the Group has no current sources of operating revenue with which to
meet its working capital requirements. Accordingly, it has continued to be reliant on equity and debt
fundraisings in order to meet its corporate overheads and associated expenses whilst implementing the declared
strategy of monetising the Group’s project through the use of Joint Ventures and Partnerships where
appropriate.
The Group successfully raised £525,000 in December 2018 by the issue of 21m new shares and also
announced a reduction of liabilities of £408,000 by the issue of 14.8m new shares in January 2019.
The Group’s current cash resources are low and it is managing its working capital position carefully in order to
meet it short-term liabilities. Accordingly the Group is in advanced discussions with funding partners to
provide additional financing and expects to make a further announcement very shortly.
Greece
The Greek Property Market
I said in my Statement of a year ago that the Greek property market was showing clear signs of improvement
and this has been borne out by the evidence from the rest of the year. According to the Bank of Greece, overall
Greek residential property values fell by 43% from 2008 to 2017. The year 2018 finally witnessed a clear
reversal in trend with, for example, residential prices in Athens increasing at an annualised rate of nearly 3%
and offices (January - June 2018) by over 8%. Perhaps of greater note was the increase in market confidence as
indicated by the volume of transactions and property transfers recorded at the Athens land registry, which
increased by nearly 60% in the first eight months of the year compared with the same period in 2017.
The Hellenic Statistical Authority also reported that the number of construction permits rose by 9% year on
year in the first nine months of 2018 and, according to the Bank of Greece, private construction activity
increased by 30% during 2018.
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Minoan Group Plc (Registered number: 3770602)
Chairman’s Statement (continued)
The Project
This improvement in prices and market confidence augurs well for the Group’s project in Crete. As
shareholders will be aware any such market trends should impact favourably on our 6,000 acre plot, with 28
kilometres of coastline and consent for a “complex resort” project comprising up to 108,000 square metres of
built space. In my 2018 Interim Statement I also highlighted the steady improvement in the travel infrastructure
of the area with an enlarged Sitia International Airport showing flights up 36% during 2018 and passenger
numbers a remarkable 95% increase year on year (source: HCAA).
It is as well to remind shareholders that sites of this size in this kind of location are rare and, as such, have
major pluses, but they also require more care than normal in their master planning in order to maximise value
whilst maintaining integrity and quality. To this end, and at the same time to attract the most valued partners, it
is extremely important to have a design team to whom the right kind of partners can relate. As a result of this
requirement, I am pleased to inform shareholders that we have been able to recruit a team who will not only
produce the best possible designs but also attract the kind of partners who will help us to maximise value for
the Company, the Foundation Panagia Akrotiriani, and the local community.
New Design Team
After lengthy discussions, which started in the summer of 2018, we have been able to appoint an
internationally recognised team of designers, architects, and planners (the “Team”) to provide designs and
plans, which themselves will enhance the site’s natural attractions to partners. The Team includes, inter alia,
Desani, an internationally known design consultancy with offices in Los Angeles, Chicago, London and
Athens, Vassily Laffineur an Associate at the award winning architects, Renzo Piano Building Workshop (the
Workshop), plus the renowned group of master planners at Chicago Consultants Studio (CCS).
Both Desani and the Workshop are experienced in Greece, where the Workshop were the architects for the
Stavros Niarchos Foundation Cultural Centre in Athens, a €566m project completed in 2016 and gifted to the
Greek state in 2017.
For Itanos Gaia the task has been to create an updated master plan plus contemporary and high-end plans for
the villas and hotels within the Project. These designs, under the new title the ‘Cloisters of Toplou’ (a name
derived from the beautiful cloisters within the Holy Monastery of Toplou whose donation of land made the
Project possible), have been released to selected international clients of the Team who have expressed an
interest in partnering with Minoan for hotel and or villa development. The reaction has been very positive and
discussions continue.
Desani’s task was to work on how the interiors of high-end villas and the public spaces of the hotels at Itanos
Gaia will look. During 2016 Desani sponsored an exhibition of the celebrated artist Philip Tsiaris at the Westin
Hotel, Astir Palace, Athens, and are the designers for the luxury villas at the newly developed Astir Peninsula,
which also includes a new Four Seasons hotel. In addition, Desani have worked with numerous hospitality
companies, for example, including Ritz Carlton.
The main task for CCS has been to re-examine all aspects of the site in order to make the best use of its natural
attributes within the rules laid down in the Presidential Decree and to ensure that the best aspects are preserved
and, where possible, enhanced for international visitors and the local population alike.
The Team’s initial work is now largely complete and some of the designs will be incorporated into the Minoan
Group website in the near future so that shareholders have a better view of their Company’s Project.
Shareholders should also be aware that we are already beginning to see the benefits of the appointment of such
a Team and the substantial increase in credibility which it brings to the Project.
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Minoan Group Plc (Registered number: 3770602)
Chairman’s Statement (continued)
Shareholder Loyalty Scheme
A shareholder loyalty scheme (the “Scheme”) was established in 2003 with the intention of
recognising the support of shareholders holding at least 5,000 shares in Minoan for a period of twelve months
or more was suspended in 2011. The Scheme benefit was that qualifying shareholders would benefit from a
right to buy a completed villa or apartment in the Project at a discount to its end value. With the impending
involvement of joint venture partners during 2019 the Board have been advised that the quantum of this small
reduction in the Project’s gross development value (“GDV”) needs to be determined. The Board believe this
sum is not material within the context of the site’s GDV and will not involve any depletion of cash resources.
Negotiations
The Directors and management of the Group continue to progress Joint Venture and Partnership discussions in
respect of the Project. A number of principals, or prequalified intermediaries, have executed non-disclosure
agreements and, as a result, numerous meetings have taken place in Crete, Athens, and London.
In that respect the Group can disclose that it has recently received an early stage written approach that, if it
were to progress, would result in the formation of a joint venture (“JV”) with the objective of developing one
of the five hotel and villa areas within the Project. The proposal would see the Group contributing land with an
ascribed value to the JV and its JV partner providing equity, project finance, development expertise, and
established links with an international hotel group that is a proven operator at the luxury end of the resort and
villa rental market. Any transaction would include the right for the Group to monetise a large part of its JV
interest. The discussions around value indicate that, if completed in line with those discussions, a figure would
be realised at an indicative value which the Board believe that shareholders would find attractive.
At the current time, because due diligence is being carried out on the proposal and the counterparty and various
conditions precedent and details are being either satisfied or determined, there can be no certainty that the
approach will progress to an agreed transaction.
Outlook
During the current year it is hoped that the absence of the non-recurring losses the Group experienced in the
year to 31 October 2018 together with the continued control of overheads and corporate development costs, the
benefit of lower levels of debt and further financing will lead to an improvement in the Group’s performance at
the net before taxation level.
I and my colleagues believe that 2019 will finally witness the beginning of monetisation of the Group’s interest
in the Project and hope that the market value of the Group begins to reflect that of its assets as further news of
JVs and other transactions materialises.
Christopher W Egleton
Chairman
8 April 2019
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Minoan Group Plc (Registered number: 3770602)
Strategic Report
The directors present their Strategic Report and the audited consolidated financial statements for the year
ended 31 October 2018.
Review of business
A review of the Group’s business is given in the Chairman’s Statement on page 2.
The sale of the travel business was completed on 9 October 2018 and the results have been presented in
accordance with IFRS 5. The net profit of the travel business for the year of £942,458 (2017: 488,000) is
shown as profit from discontinued operations.
Total equity as at 31 October 2018 was £40,596,000 (2017: £42,289,000)
Since a major part of the Company’s expenditure is in Euros the outcome of the ongoing negotiations re Brexit
may have an effect on future foreign expenditure (see also note 1)
Although not having used key performance indicators for the Project in the past, the Board is of the opinion
that the granting of un-appealable outline planning consent, as referred to in the Chairman’s Statement may be
regarded as an indicator in understanding the development, performance or position of that operation.
Principal risks and uncertainties
The Group’s key risks currently remain centred round the Project. The Group has an ongoing requirement to
raise capital to finance its working capital. As has been the case for the past several years, the Group is in
continual discussions with a variety of individuals and commercial parties regarding the provision of funding
to enable the Group’s current and future obligations and requirements to be met. These discussions are at
varying stages of development and the Board is confident that all necessary funding will be forthcoming within
a timescale which will enable the Group to move forward to provide a return to shareholders. (see also note 1).
As the Project now moves towards its implementation stage, the normal risks associated with a development of
its size and nature will apply. These include, inter alia, detailed planning consents, availability of project
finance, construction costs and market demand.
The sale of the travel business will be subject to the usual financial and commercial risks.
Going concern
The Board is confident that the value of the Group’s asset in Crete, combined with its capital raising ability and
the future prospects for development in other areas of activity, justifies the conclusion that it is appropriate to
prepare the financial statements on the going concern basis (as described in more detail in note 1).
The directors envisage that any joint venture or partnership arrangements will preserve the nature of the
Group’s long term commitment to the Project.
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Minoan Group Plc (Registered number: 3770602)
Strategic Report (continued)
Corporate Governance
As an AIM company Minoan Group Plc is not required to comply with the UK Corporate Governance Code,
which applies only to premium listed UK companies and adherence to which requires commitment of
significant resources and cost. However, the Board of Minoan Group Plc has chosen to commit to the adoption
of the Quoted Companies Alliance Corporate Governance Code.
Corporate social responsibility
The Group has demonstrated its social responsibilities through its iterative approach to the evolution of the
Project, which has involved a transparent process and extensive consultation with stakeholders. The Project
design embraces the principles of the five capitals of sustainable development (i.e. natural, human, social,
manufactured and financial) to ensure that all related matters have been taken into account. Thus the more
usual concerns related to the protection of the environment, flora, fauna, hydrogeology and the ecology
generally have drawn in considerations of wider issues including social, cultural, human and economic matters
as well as those related to the extensive use of renewable energy and many other items contributing to a
healthy carbon footprint. The Project is strictly focused on the long term restoration and preservation of the
environment as a whole and puts in place a sustainable management plan, involving local representatives and
experts, to ensure a robust, pro-active management system is implemented aimed at protecting the area for
future generations.
In conducting its travel business the Group ensured that it was compliant with all appropriate regulations,
including those applicable to the protection of clients’ funds.
Approved by the Board of Directors and signed on behalf of the Board.
C W Egleton
Director
8 April 2019
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Minoan Group Plc (Registered number: 3770602)
Directors’ Report
The directors present their annual report for the year ended 31 October 2018.
Directors
The directors shown below have held office during the whole of the period from 01 November 2017 to the date
of this report:
C W Egleton FCA (Chairman)
B D Bartman BSc (Econ), FCA
G D Cook MA, ACA
T R C Hill B.Arch
Other changes in directors holding office are as follows:
D C Wilson – resigned 09 October 2018
Principal activities
The Company is a public limited company incorporated in England and Wales and quoted on AIM. The
Company’s principal activity in the year under review was that of a holding and management company of a
Group involved in the design, creation, development and management of environmentally friendly luxury
hotels and resorts and, until 9 October 2018, in the operation of independent travel businesses, through which
the Group acted as agent in providing a broad range of services including, inter alia, transportation, hotel and
other accommodation and leisure services.
Results and dividends
The financial statements are prepared in accordance with EU adopted International Financial Reporting
Standards (“IFRS”) and the Companies Act 2006.
The Group made a loss for the year, after taxation, of £3,022,000 (31 October 2017: £2,516,000). The loss
includes a charge in respect of share-based payments of £63,000 (2017: £186,000) and non-cash finance cost in
respect of warrants issued in association with the Hillside loan in the amount of £500,000 (31 October 2017:
£459,000) (see note 17). These charges do not involve any cash payment.
The loss also includes a non-cash charge in relation to assets held for re-sale in the amount of £2,560,000 (31
October 2017: £650,000).
The Group’s loss per share was 1.36p (2017: 1.23)
No dividend is proposed for the year (31 October 2017: Nil).
The Group’s financial instruments and risk management are discussed in note 15.
Statement of directors’ responsibilities
The directors are responsible for preparing and reporting the financial statements in accordance with applicable
laws and regulations. Company law requires the directors to prepare financial statements for each financial
year. Under that law the directors have prepared the Group and Parent Company financial statements in
accordance with IFRS as adopted by the EU. The financial statements are required by law to give a true and
fair view of the state of affairs of the Company and the Group as at the end of the financial period and of the
profit or loss of the Group for that period.
In preparing the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state the financial statements comply with IFRS as adopted by the EU; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group will continue in business.
The directors confirm that they have complied with the above requirements in preparing the financial
statements.
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Minoan Group Plc (Registered number: 3770602)
Directors’ Report (continued)
Statement of directors’ responsibilities (continued)
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and Group and enable them to ensure that the financial statements comply with the Companies Act
2006.
They are also responsible for safeguarding the assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Group website, www.minoangroup.com.
Legislation in the UK governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Each director as at the date of this report has confirmed that, to the best of his knowledge, the Group financial
statements, which have been prepared in accordance with IFRS as adopted by the EU,
give a true and fair view of the assets, liabilities, financial position and loss of the Group; and
include in the Chairman’s Statement, the Strategic Report and Directors’ Report a fair review of the
development, performance and position or the Group, together with a description of the principal
risks and uncertainties it faces.
Under company law the directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the
Group for that year.
The directors in office throughout the period and at the end thereof, as referred to on page 1, remain in office as
at the date of signing of the Directors’ Report.
Insurance
The Company had in place during the year, and remaining in place at the date of this report, Directors and
Officers Liability Insurance covering the directors of all group companies.
Events after the statement of financial position date
The directors draw attention to the events disclosed in note 20.
Auditor and disclosure of information to the auditor
Each director, as at the date of this report, has confirmed that insofar as they are aware there is no relevant
audit information (that is, information needed by the Group’s auditor in connection with preparing their report)
of which the Group’s auditor is unaware, and that they have taken all the steps that they ought to have taken as
directors in order to make themselves aware of any relevant audit information and to establish that the Group’s
auditor is aware of that information.
A resolution to appoint Anstey Bond LLP as the auditor for the ensuing year will be proposed at the Annual
General Meeting.
Approved by the Board of Directors and signed on behalf of the Board by:
C W Egleton
Director
8 April 2019
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Minoan Group Plc (Registered number: 3770602)
Independent Auditor’s Report to the members of Minoan Group Plc
Our opinion
We have audited the financial statements of Minoan Group PLC ("the Group") for the year ended 31 October
2018 which comprise; the consolidated statement of profit or loss and other comprehensive income, the
consolidated and parent company’s statement of financial position, the consolidated and parent company’s
statement of changes in equity, the consolidated and company’s statement of cash flows and notes to the
consolidated financial statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 October
2018 and of the group’s loss for the year then ended;
have been properly prepared in accordance with IFRS as adopted by the European Union;
have been properly prepared in accordance with IFRS as adopted by the European Union and as
applied in accordance with the provisions of the Companies Act 2006;
been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report below. We are independent of the group in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Material uncertainty relating to going concern
We draw attention to the disclosures made in the Strategic Report and in note 1 to the financial statements
concerning the uncertainty regarding the group’s need to secure project finance in order to bring its Crete project
to fruition and to continue as a going concern. As stated in these disclosures, these events and conditions
indicate that a material uncertainty exists that may cast doubt on the company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
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Minoan Group Plc (Registered number: 3770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
Overview of our audit approach
Key audit matters
Capitalisation and valuation of inventories, being the Crete
Materiality
project costs.
Sale of Stewart Travel Limited
Going concern
Overall materiality is £397,500 (2017: £440,000) being the
average of 10% of the result before tax and 1% of gross assets
Overall materiality in the prior year was based on 1% of the
Crete project costs recognised in the statement of financial
position.
An overview of the scope of our audit
The group consists of the parent company and its subsidiaries. It largely operates through two trading subsidiary
undertakings which were considered to be significant components for the purposes of the group financial
statements. The financial statements consolidate these entities together with other non-trading subsidiary
undertakings. As part of designing our group audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In establishing our overall approach to the group audit, we determined
the type of work that needed to be performed in respect of each subsidiary or entity. This consisted of us
carrying out a full audit of all significant components of the group.
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of:
whether the accounting policies are appropriate to the company’s circumstances and have been
consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates made by the directors; and
the overall presentation of the financial statements.
We have designed our audit approach to identify possible fraud in relation to the associated fraud risk of the
group. We consider the most likely areas where fraud might arise to be within the valuation of the project costs
and in relation to incorrect revenue recognition. Our approach to these areas has been addressed within the Key
audit matters section.
Key audit matters
Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in
the audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In
arriving at our opinion, the key audit matters considered were as follows:
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Minoan Group Plc (Registered number: 3770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
Risk 1: Capitalisation and valuation of Crete Project costs
The group inventories, held in respect of the Crete project, represent the most significant asset on the statement
of financial position totalling £45.4 million as at 31 October 2018 (2017: £44.1million). There is a risk that
inappropriate expenditure may be capitalised that is not in accordance with IAS 2. Furthermore, given that the
Presidential Decree has been issued granting planning consent and that the Directors appear to be actively
marketing the property, any lack of buyer interest in the property would be an indication of impairment.
Therefore, there is a significant risk over the valuation of these inventories.
In this area, our audit procedures included:
Testing a sample of capitalised costs in the year to ensure accuracy and appropriateness for
capitalisation as project costs under IAS 2;
Reviewing correspondence and other third party documentation in relation to the project to confirm
that the expected value of the project is in excess of the costs to date;
Reviewing and assessing the marketing activities for the site post grant of the Presidential Decree;
From the work performed, we did not identify any transactions which indicated that capitalised costs were
incorrectly stated.
Risk 2 – Sale of Stewart Travel Limited
Several risks were identified surrounding the company’s disposal of its’ former subsidiary, Stewart Travel
Limited. We identified that it was possible that the consideration agreed did not reflect the fair value of the
subsidiary due to it being sold to a related party. In addition to this, there was a risk that the disclosures within
the financial statements were not sufficient.
Key audit matters
In this area, our audit procedures included:
We obtained the signed sale and purchase agreement, the board minutes for the disposal, and relevant
correspondence and reconciled these to the accounting treatment within the accounting ledger.;
We assessed the disposal of the subsidiary to ensure that accounting treatment was in line with IFRS 5;
as adopted by the European Union.
We reviewed the disclosures included within note 3 and agreed these statements to the accounting
treatment identified.
From the work performed, we did not identify any instances from which to conclude that the disclosure or
accounting treatment was incorrectly stated.
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Minoan Group Plc (Registered number: 3770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
Our application of materiality
We set certain thresholds for materiality. These help us to establish transactions and misstatements that are
significant to the financial statements as a whole, to determine the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both individually on balances and on the financial
statements as a whole.
We determined the materiality for the group financial statements as a whole to be £397,500, calculated with
reference to a benchmark of the Crete project costs (£45.4 million) included within the gross assets, the overall
materiality calculation was the average of 10% of the result before tax and 1% of gross assets. This is the
threshold above which missing or incorrect information in the financial statements is considered to have an
impact on the decision making of users. We determined the materiality for the company as a whole to be
£171,000, calculated with reference to a benchmark of total company expenses, of which it represents 5%.
We reported to the Audit and Risk Committee all potential adjustments in excess of £20,000, being 5% of group
materiality for the financial statements as a whole.
Other information
The Directors are responsible for the other information. The other information comprises the information
included in the annual report other than the financial statements and our auditor’s report thereon. Our opinion on
the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in this report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material misstatement of the other information, we are
required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors’ Report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of
the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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Minoan Group Plc (Registered number: 3770602)
Independent Auditor’s Report to the members of Minoan Group Plc
(continued)
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, set out on pages 6 and 7, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted
it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
in accordance with ISAs (UK) will always detect a material misstatement when
Auditor’s responsibility for the audit of the financial statements (continued)
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Colin Ellis FCCA CF (Senior Statutory Auditor)
Anstey Bond LLP
Chartered Accountants and Statutory Auditor
1 Charterhouse Mews
London
EC1M 6BB
8 April 2019
13
Minoan Group Plc (Registered number: 3770602)
Consolidated Statement of Profit and Loss and Other Comprehensive
Income
Year ended 31 October 2018
Revenue
Cost of sales
Gross profit
Notes to
the
Financial
Statements
3
2018
2017
£’000
£’000
-
-
-
-
-
-
Operating expenses
(602)
(480)
Other operating expenses:
Corporate development costs
Charge related to assets held for sale
Charge in respect of share-based payments
Operating loss
Finance costs
Profit from discontinued operations
Loss before taxation
Taxation
Loss after taxation
Other Comprehensive Income for the year
Total Comprehensive Income for the year
Loss for year attributable to equity holders of the
Company
Loss per share attributable to equity holders of
17
17
3
4
5
(92)
(2,560)
(63)
(3,317)
(504)
(650)
(186)
(1,820)
(648)
(1,184)
943
488
(3,022)
(2,516)
-
(3,022)
-
(3,022)
-
(2,516)
-
(2,516)
(3,022)
(2,516)
the Company: Basic and diluted
6
(1.36)p
(1.23)p
The notes on pages 23 to 51 form part of these financial statements.
14
Minoan Group Plc (Registered number: 3770602)
Consolidated Statement of Changes in Equity
Year ended 31 October 2018
Year ended 31 October 2018
Share
capital
£’000
Share
premium
£’000
Merger
reserve
Warrant
Reserve
£’000
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2017
15,297 33,659
9,349 2,441
(18,457)
42,289
Loss for the year
-
-
Issue of ordinary shares at a premium
Share based payments
Extension of warrant expiry date (see
note 17)
163 714
-
-
-
-
-
-
-
-
-
(3,022)
(3,022)
- -
63
-
877
63
389
-
389
Balance at 31 October 2018
15,460 34,373
9,349 2,830
(21,416)
40,596
Year ended 31 October 2017
Share capital
£’000
Share
premium
£’000
Merger
reserve
Warrant
Reserve
£’000
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2016
15,119
32,585
9,349
2,119
(16,127) 43,045
Loss for the year
-
-
Issue of ordinary shares at a premium
Share based payments
Extension of warrant expiry date (see
note 17)
178 1,074
-
-
-
-
-
-
-
-
-
(2,516)
(2,516)
- -
186
-
1,252
186
322
-
322
Balance at 31 October 2017
15,297 33,659
9,349 2,441
(18,457)
42,289
15
Minoan Group Plc (Registered number: 3770602)
Company Statement of Changes in Equity
Year ended 31 October 2018
Year ended 31 October 2018
Share
capital
£’000
Share
premium
£’000
Warrant
Reserve
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2017
Loss for the year
Issue of ordinary shares at a
premium
Share-based payments
Extension of warrant expiry date
(see note 17)
15,297 33,659
-
-
2,441
-
134
51,531
(3,430) (3,430)
163
-
-
714
-
-
-
- 63
-
877
63
389 - 389
Balance at 31 October 2018
15,460 34,373
2,830
(3,233)
49,430
Year ended 31 October 2017
Balance at 1 November 2016
Loss for the year
Issue of ordinary shares at a
premium
Share-based payments
Extension of warrant expiry date
(see note 17)
Share
capital
£’000
15,119
-
178
-
Share
premium
£’000
Warrant
Reserve
£’000
Retained
earnings
Total
equity
£’000
£’000
32,585
-
1,074
-
2,119 2,203
52,026
(2,255) (2,255)
-
-
-
- 186
1,252
186
-
-
322 - 322
Balance at 31 October 2017
15,297 33,659
2,441
51,531
134
16
Minoan Group Plc (Registered number: 3770602)
Consolidated Statement of Financial Position as at 31 October 2018
Notes to
the
Financial
Statements
2018
£’000
2017
£’000
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Non-current assets held for sale
Total non-current assets
Current assets
Inventories
Receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Share capital
Share premium account
Merger reserve account
Warrant reserve
Retained earnings
Total equity
Liabilities
Current liabilities
7
8
3
10
11
14
3,583
161
-
3,744
45,381
215
20
45,616
3,583
161
6,882
10,626
44,163
326
21
44,510
49,360
55,136
15,460
34,373
9,349
2,830
(21,416)
40,596
15,297
33,659
9,349
2,441
(18,457)
42,289
12
8,764
12,847
Total equity and liabilities
49,360
55,136
The financial statements on pages 14 to 51 were approved by the Board of Directors and authorised for issue
on 8 April 2019.
Signed on behalf of the Board of Directors
C W Egleton
Director
17
Minoan Group Plc (Registered number: 3770602)
Company Statement of Financial Position as at 31 October 2018
Note to the
Financial
Statements
2018
£’000
2017
£’000
Assets
Non-current assets
Investments
Total non-current assets
Current assets
Receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Share capital
Share premium account
Warrant reserve
Retained earnings
Total equity
Liabilities
Current liabilities
9
11
14
21,736
21,736
30,934
1
30,935
28,286
28,286
31,223
1
31,224
52,671
59,510
15,460
34,373
2,830
(3,233)
49,430
15,297
33,659
2,441
134
51,531
12
3,241
7,979
Total equity and liabilities
52,671
59,510
Company registration number: 3770602
As permitted by Section 408 of the Companies act 2006, the income statement is not presented as part of these
financial statements, The Company’s loss for the year ended 31 October 2018 was £3,430,000 (2017:
£2,255,000).
The financial statements on pages 14 to 51 were approved by the Board of Directors and authorised for issue
on 8 April 2019.
Signed on behalf of the Board of Directors
C W Egleton
Director
18
Minoan Group Plc (Registered number: 3770602)
Consolidated Cash Flow Statement
Year ended 31 October 2018
Note to the
Consolidated
Cash Flow
Statement
2018
£’000
2017
£’000
Cash flows from operating activities
Net cash (outflow) from continuing operations
1
Net cash inflow from discontinued operations
Finance costs for continuing operations
Finance costs for discontinued operations
Net cash generated from/(used) in operating
activities
Cash flows from (investing) / divesting activities
in discontinued operations
Purchase of property, plant and equipment
Purchase of intangible assets:
Goodwill consideration
IT project
Proceeds from sale of discontinued business
Net cash used in investing activities in
discontinued operations
Cash flows from financing activities in
continuing operations
Net proceeds from the issue of ordinary shares
Loans (repaid) / received
Net cash generated from financing activities in
continuing operations
Net decrease in cash
Cash transferred to non-current assets held for
sale
Cash at beginning of year
Cash at end of year
(2,175)
901
(1,508)
(-)
(2,782)
-
-
-
6,075
6,075
550
(3,844)
(1,041)
518
(262)
(75)
(860)
(128)
(425)
(4)
-
(557)
450
895
(3,294)
1,345
(1)
-
(1)
21
20
(72)
(11)
(83)
104
21
19
Minoan Group Plc (Registered number: 3770602)
Note to the Consolidated Cash Flow Statement
Year ended 31 October 2018
1 Cash flows from operating activities in continuing operations
Loss before taxation
Finance costs
Depreciation
Exchange gain relevant to property, plant and equipment
Increase in inventories
Share-based payments
Decrease/(Increase) in receivables
Increase in current liabilities
Liabilities settled by the issue of ordinary shares
Non cash movement in assets held for sale
2018
£’000
2017
£’000
(3,022)
1,148
1
-
(1,218)
63
111
415
327
-
(3,004)
1,184
8
(11)
(1,601)
186
122
623
802
650
Net cash (outflow) from continuing operations
(2,175)
(1,041)
20
Minoan Group Plc (Registered number: 3770602)
Company Cash Flow Statement
Year ended 31 October 2018
Cash flows from operating activities
Net cash inflow/(outflow) from continuing
operations
Net cash inflow in relation to discontinued
operations
Finance costs
Net cash used in operating activities
Cash flows from divesting activities
Proceeds from disposal of discontinued business
Net cash generated in divesting activities
Cash flows from financing activities
Net proceeds from the issue of ordinary shares
Loans (repaid) / received
Net cash generated from financing activities
Net (decrease)/increase in cash
Cash at beginning of year
Cash at end of year
Note to the
Company
Cash Flow
Statement
2018
£’000
2017
£’000
1
(2,343)
(1,142)
943
(1,381)
(2,781)
6,075
6,075
550
(3,844)
(3,294)
-
1
1
-
(262)
(1,404)
-
-
450
895
1,345
(59)
60
1
21
Minoan Group Plc (Registered number: 3770602)
Note to the Company Cash Flow Statement
Year ended 31 October 2018
1 Cash flows from operating activities
Loss before taxation
Finance costs
Share-based payments charge
Decrease / (Increase) in receivables
(Decrease) / Increase in current liabilities
Liabilities settled by the issue of ordinary shares
Net cash inflow/(outflow) from continuing operations
2018
£’000
2017
£’000
(3,430)
648
63
289
(240)
327
(2,343)
(2,255)
1,184
186
(1,387)
328
802
(1,142)
22
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements
Year ended 31 October 2018
1 Accounting policies
These consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards, International Accounting Standards, IFRIC interpretations (collectively IFRS), and with
those parts of the Companies Act 2006 applicable to companies reporting under IFRS, as adopted by the
European Union. The financial statements have been prepared under the historical cost convention.
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary
amounts in these financial statements are rounded to the nearest thousand, unless stated otherwise.
Basis of preparation
The financial statements are prepared under the historical cost convention except for where financial
instruments are stated at fair value.
Adoption of new and revised Standards
The International Accounting Standards Board and IFRIC have issued the following new and revised standards
and interpretations with an effective date after the date of these financial statements, which have been endorsed
and issued by the EU:
Standard/Interpretation
IFRS 9
IFRS 15
IFRS 16
IFRIC 23
Effective date
Title
Financial instruments
1 January 2018
Revenue from contracts with customers 1 January 2018
1 January 2019
Leases
1 January 2019
Uncertainty over income tax position
The directors anticipate that the adoption of IFRS 9 and IFRIC 23 in future periods will have no material
impact on the profit of the financial statements of the Group. The directors have not deemed it necessary to
measure the impact of IFRS 15 and 16 in future periods given that Revenue and Leases were only within
Stewart Travel Limited, which was sold on 9 October 2018.
Going concern
The directors have considered the financial and commercial position of the Group in relation to its project in
Crete (the “Project”). In particular, the directors have reviewed the matters referred to below.
Following the unanimous approval of a Plenum of the Greek Council of State, the highest court in Greece, the
Presidential Decree granting land use approval for the Project was issued on 11 March 2016 and was published
in the Government Gazette. The planning rules for the Project are now enshrined in law. The appeals lodged
against the Presidential Decree have now been rejected by the Greek Supreme Court.
Accordingly, the directors consider it relevant that having completed financial joint venture agreements (see
note 12) prior to the above, they will conclude further Project joint venture agreements in the near term. In
addition, the directors are considering other options which would have a major beneficial impact on the
Group’s resources.
23
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
1 Accounting policies (continued)
Going concern (continued)
In addition to specific Project related matters as noted above, and as has been the case in the past, the Group
continues to need to raise capital in order to meet its existing finance and working capital requirements. While
the directors consider that any necessary funds will be raised as required, the ability of the Company to raise
these funds is, by its nature, uncertain.
Having taken these matters into account, the directors consider that the going concern basis of preparation of
the financial statements is appropriate.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all its
subsidiaries as at 31 October 2018 using uniform accounting policies. The Group’s policy is to consolidate the
result of subsidiaries acquired in the year from the date of acquisition to the Group’s next accounting reference
date. Intra-group balances are eliminated on consolidation.
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration
for each acquisition is measured at the aggregate of the fair values of the assets given, liabilities incurred and
equity instruments issued by the Group in exchange for control of the acquired business. Acquisition related
costs are recognised in the consolidated statement of comprehensive income as incurred.
Critical accounting estimates and judgements
The preparation of the financial statements in accordance with generally accepted financial accounting
principles requires the directors to make critical accounting estimates and judgements that affect the amounts
reported in the financial statements and accompanying notes. The estimates and assumptions that have a
significant risk of causing material adjustments to the carrying value of assets and liabilities within the next
financial year are discussed below:
in capitalising the costs directly attributable to the Project (see inventories below), and continuing to
recognise goodwill relating to the Project, the directors are of the opinion that the Project will be
brought to fruition and that the carrying value of inventories and goodwill is recoverable; and
as set out above, the directors have exercised judgement in concluding that the company and group is
a going concern.
Goodwill
Goodwill arising on acquisitions represents the difference between the fair value of the net assets acquired and
the consideration paid and is recognised as an asset (see note 7).
Goodwill arising on acquisition is allocated to cash-generating units. The recoverable amount of the cash-
generating unit to which goodwill has been allocated is tested for impairment annually, or on such other
occasions that events or changes in circumstances indicate that it might be impaired. Any impairment is
recognised immediately as an expense and is not subsequently reversed.
24
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
1 Accounting policies (continued)
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any recognised
impairment loss.
Depreciation is provided in order to write off the cost of each asset, less its estimated residual value, over its
estimated useful life on a straight line basis as follows:
Freehold land:
Leasehold improvements:
Plant and equipment:
Fixtures and fittings:
capital cost not depreciated
over the term of the lease
3 to 5 years
3 years
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount.
Intangible assets/Research and development
Research expenditure is recognised as an expense when it is incurred. Development expenditure is recognised
as an expense except where the expenditure meets the following criteria:
a)
the technical feasibility of completing the intangible asset so that it will be available for use or
sale.
b)
its intention to complete the intangible asset and use or sell it.
c)
its ability to use or sell the intangible asset.
d) how the intangible asset will generate probable future economic benefits. Among other things,
the entity can demonstrate the existence of a market for the output of the intangible asset or the
intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset.
e)
f)
the availability of adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset.
its ability to measure reliably the expenditure attributable to the intangible asset during its
development.
The expenditure is amortised over its useful economic life of five years.
25
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
1 Accounting policies (continued)
Investments
Investments in subsidiaries are stated at cost less any impairment deemed necessary.
Inventories
Inventories represent the actual costs of goods and services directly attributable to the acquisition and
development of the Project and are stated at the lower of cost and net realisable value.
Foreign currency
A foreign currency transaction is recorded, on initial recognition in Euros, by applying to the foreign currency
amount the spot exchange rate between the functional currency and the foreign currency at the date of the
transaction.
At the end of the reporting period:
- foreign currency monetary items are translated using the closing rate;
- non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate at the date of the transaction; and
- non-monetary items that are measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates
different from those at which they were translated on initial recognition during the period or in previous annual
financial statements are recognised in profit or loss in the period in which they arise.
When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in
equity, any exchange component of that gain or loss is recognised to other comprehensive income and
accumulated in equity. When a gain or loss on a non-monetary item is recognised in profit or loss, any
exchange component of that gain or loss is recognised in profit or loss.
Cash flows arising from transactions in a foreign currency are recorded in Euros by applying to the foreign
currency amount the exchange rate between the Euros and the foreign currency at the date of the cash flow.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and short-term deposits, with a maturity of less than three
months, held with banks.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and shown less any provision for amounts
considered irrecoverable. They are subsequently measured at an amortised cost using the effective interest rate
method, less irrecoverable provision for receivables.
26
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
1
Accounting policies (continued)
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest rate method.
Loans
Loan borrowings are recognised initially at fair value net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost and any difference between the proceeds (net of transaction costs) and
the redemption value is recognised as a borrowing cost over the period of the borrowings using the effective
interest method
Leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the
lease.
Revenue (Discontinued operations)
As the Group acts as an agent between the service provider and the end customer, revenue is presented on a net
basis as the difference between the sales to the customer and the cost of services purchased and not the total
transaction value. When acting as an agent, revenue is recognised when it is notified by the principal as having
been earned and due for payment.
Where the Group provides management or consultancy services, the value of such services is included in
revenue and is recognised in the period in which these services are provided.
Non-current assets held for sale and discontinued operations
Where an asset, or disposal group (an asset together with related liabilities), is to be recovered principally
through a sale transaction and not through continuing use, and an active plan has been entered into to dispose
of the asset or disposal group, it is reclassified as held for sale. On reclassification, the asset is measured at the
lower of its carrying amount or fair value less costs to sell. Any losses on re-measurement are recognised in
profit or loss.
Share-based payments
The Group has a Long Term Incentive Plan (“LTIP”) in which any director or employee selected by the
remuneration committee may participate. Awards under the LTIP have been granted on the basis that certain
performance conditions will be met.
The Company has also granted options and warrants to purchase Ordinary Shares. The fair values of the LTIP
awards, options and warrants are calculated using the Black-Scholes and Binomial option pricing models as
appropriate at the grant date. The fair value of LTIP awards and options are charged to profit or loss over their
vesting periods, with a corresponding entry recognised in equity. This charge does not involve any cash
payment by the Group.
Where warrants are issued in conjunction with a loan instrument, the fair value of the warrants forms part of
the total finance cost associated with that instrument and is released to profit or loss through finance costs over
the term of that instrument using the effective interest method.
27
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
1 Accounting policies (continued)
Pensions
Loyalward Limited operates a stakeholder pension scheme for its employees. Contributions payable to the
pension scheme are charged to profit or loss in the period to which they relate.
Taxation
Current taxes, where applicable, are based on the results shown in the financial statements and are calculated
according to local tax rules using tax rates enacted, or substantially enacted, by the statement of financial
position date and taking into account deferred taxation. Deferred tax is computed using the liability method.
Under this method, deferred tax assets and liabilities are determined based on temporary differences between
the financial reporting and tax bases of assets and liabilities and are measured using enacted rates and laws that
will be in effect when the differences are expected to reverse. Deferred tax is not accounted for if it arises
from initial recognition of an asset or liability in a transaction that at the time of the transaction affects neither
accounting, nor taxable profit or loss. Deferred tax assets are recognised to the extent that it is probable that
future taxable profits will arise against which the temporary differences will be utilised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries except where the
timing of the reversal of the temporary difference is controlled by the Group and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities arising in the
same tax jurisdiction are offset.
The Group is entitled to a tax deduction for amounts treated as compensation on exercise of certain employee
share options. As explained under “Share-based payments” above, a compensation expense is recorded in the
Group’s statement of comprehensive income over the period from the grant date to the vesting date of the
relevant options. As there is a temporary difference between the accounting and tax bases a deferred tax asset
is recorded. The deferred tax asset arising is calculated by comparing the estimated amount of tax deduction to
be obtained in the future (based on the Company’s share price at the statement of financial position date) with
the cumulative amount of the compensation expense recorded in the statement of comprehensive income. If the
amount of estimated future tax deduction exceeds the cumulative amount of the remuneration expense at the
statutory rate, the excess is recorded directly in equity against retained earnings.
28
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
2 Information regarding directors and employees
Directors’ and key management remuneration
Year ended 31 October 2018
Fees
Sums charged by third parties for
directors’ and key management services
Share-based payments (note 17)
Year ended 31 October 2017
Fees
Sums charged by third parties for
directors’ and key management services
Share-based payments (note 17)
Costs taken to
inventories
Costs taken to
profit or loss
£’000
£’000
93
331
-
424
244
333
-
577
280
70
63
413
388
70
79
537
Total
£’000
373
401
63
837
632
403
79
1,114
The total directors’ and key management remuneration shown above includes the following amounts in respect
of the directors of the Company.
2018
2017
Fees/Sums charged
by third parties
Share-based
payments
Fees/Sums
charged by third
parties
Share-based
payments
£’000
£’000
£’000
C W Egleton (Chairman)
D C Wilson
B D Bartman
G D Cook
T R C Hill
£’000
297
-
35
35
53
420
32
23
3
2
3
63
320
250
35
35
46
686
Directors’ interests in the Company’s LTIP and share options are shown in note 17.
42
20
6
4
7
79
29
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
2 Information regarding directors and employees (continued)
Staff costs during the period (including directors and key management)
Year ended 31 October 2018
Salaries and fees
Social security cost
Share-based payments (note 17)
Year ended 31 October 2017
Salaries and fees
Social security cost
Share-based payments (note 17)
Costs taken to
inventories
£’000
Costs taken to
profit or loss
£’000
347
53
-
400
315
51
-
366
124
33
63
220
4,655
432
96
5,183
Total
£’000
471
86
63
620
4,970
483
96
5,549
Note: Staff costs exclude sums charged by third parties for directors’ services.
Monthly average number of persons employed
Directors
Management, administration and sales
2018
No.
8
4
2017
No.
5
226
Note: D C Wilson and B Cassidy left on 9 October 2018 following the sale of Stewart Travel Limited
30
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
3. Segmental information
The Group strategy and growth objectives necessitate the building of an associated infrastructure. The Group
considers it appropriate to identify separately the corporate development division together with costs related to
acquisitions. Accordingly, the Group is organised into three divisions both by business segment and
geographical location:
the luxury resorts division, currently being the development of a luxury resort in Crete, which
includes the central administration costs of the Group and which is a continuing operation;
the Travel and Leisure division (UK), being the operation and management of the travel businesses,
which is a discontinued operation (see note below re sale); and
the corporate development division (UK) as described above, which is a continuing operation.
The information presented below is consistent with how information is presented to the Board, with the
Group’s accounting policies and with the geographical location of the relevant divisions.
Total transaction value
Revenue
Cost of sales
Gross profit
Operating expenses
Charge in respect of share-based payments
Charge related to assets held for sale
Operating (loss)/profit
Finance costs
(Loss)/Profit from Discontinued Operation
(Loss)/profit before taxation
Taxation
(Loss)/profit after taxation
Operating expenses include:
Depreciation and amortisation
Operating leases - plant and equipment
Assets/liabilities
Goodwill
Other non-current assets
Current assets
Total assets
2018
Luxury
Resorts
£’000
-
Travel and
Leisure
£’000
-
Corporate
Development
£’000
-
Total
£’000
-
-
-
(602)
(602)
(63)
(2,560)
(3,225)
(648)
-
(3,873)
-
(3,873)
-
-
-
-
-
-
-
-
-
-
(92)
(92)
-
-
- (92)
-
-
(92)
943
- -
(92)
-
943
-
-
-
(694)
(694)
(63)
(2,560)
(3,317)
(648)
943
(3,022)
-
(3,022)
943
1
-
-
-
-
-
1
-
3,583
161
45,616
49,360
-
-
-
-
-
-
-
3,583
161
45,616
49,360
Total and current liabilities
8,764
-
-
8,764
31
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
3
Segmental information (continued)
Total transaction value
Revenue
Cost of sales
Gross profit
Operating expenses
Charge in respect of share-based payments
Charge related to assets held for sale
Operating (loss)/profit
Finance costs
(Loss)/profit before taxation
Taxation
(Loss)/profit after taxation
Operating expenses include:
Depreciation and amortisation
Operating leases - plant and equipment
Assets/liabilities
Goodwill
Other non-current assets
Current assets
Charge related to asset held for sale
Total assets
2017
Luxury
Resorts
£’000
-
Travel and
Leisure
£’000
80,320
Corporate
Development
£’000
-
Total
£’000
80,320
-
-
-
8,700
(354)
8,346
-
-
-
8,700
(354)
8,346
(480)
(480)
(186)
(650)
(1,316)
(1,184)
(2,500)
-
(2,500)
(7,783)
563
-
-
563
(75)
488
(504)
(504)
-
-
(504)
-
(504)
- -
(504)
488
(8,767)
(421)
(186)
(650)
(1,257)
(1,259)
(2,516)
-
(2,516)
2
-
468
54
-
-
470
54
3,583
161
44,510
-
48,254
5,610 -
-
1,237
1,889
-
(250)
8,486
-
9,193
1,398
46,399
(250)
56,740
Total and current liabilities
12,847
1,604
-
14,451
Total assets less total liabilities
35,407
6,882
-
42,289
As stated in the Strategic Report, the Group completed the sale of its travel business on 9 October 2018 and the
results for the year ended 31 October 2018 have been presented in accordance with IFRS 5. As a consequence,
the Profit after taxation of the Travel and Leisure business in the amount of £943,000 (31 October 2017:
£488,000) appears in the Consolidated Statement of Comprehensive Income for the year ended 31 October
2018 as Profit from discontinued operation.
32
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
4 Loss before taxation
The loss before taxation is stated after charging:
Depreciation
Amortisation
Operating leases
Auditor’s remuneration:
Audit fees
Tax services
2018
£’000
2017
£’000
1
-
-
20
2
132
345
54
72
5
Audit fees in respect of the Company were £20,000 (31 October 2017: £20,000). Tax services fees in respect of
the Company were £2,500 (31 October 2017: £4,000).
5 Taxation
Consolidated
(a) Analysis of taxation for the year
UK corporation tax
(b) Factors affecting taxation for the year
Loss before taxation
2018
£’000
-
2018
£’000
(3,022)
2017
£’000
-
2017
£’000
(2,516)
Tax on ordinary activities multiplied by the UK corporation tax
rate of 19% (2017: 19.41%)
(574)
(488)
Effects of:
Expenses not deductible for tax purposes
Other timing differences
Increase in tax losses
Taxation (credit)/charge for the year
Taxation losses carried forward appear in note 13.
73
14
487
-
196
18
274
-
33
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
5
Taxation (continued)
The UK Finance bill 2015 (Enacted November 2015) reduced the standard corporation tax rate from 20% to
19% effective 1 April 2017 and the UK Finance bill 2016 (Enacted 2016) reduced the corporation tax rate to
17% effective from 1 April 2020.
6 Loss per share
Earnings per share are calculated by dividing the earnings attributable to the equity holders of a company by
the weighted average number of ordinary shares in issue during the year. Diluted earnings per share are
calculated by adjusting basic earnings per share to assume the conversion of all potential dilutive ordinary
shares. As the Group is loss making, there are no dilutive instruments in issue, and therefore the basic loss per
share and diluted loss per share are the same. The weighted average number of shares used in calculating basic
and diluted loss per share for the year ended 31 October 2018 was 222,467,332 (31 October 2017:
204,548,735).
Basic EPS
Earnings attributable to ordinary
shareholders
Effect of dilutive securities
Diluted EPS
Adjusted earnings
Earnings
2018 Weighted average
number of shares
Per-share amount (pence)
(3,022,331)
-
(3,022,331)
(3,022,331)
222,467,332
-
222,467,332
222,467,332
(1.36)
-
(1.36)
(1.36)
Earnings
2017 Weighted average
number of shares
Per-share amount (pence)
Basic EPS
Earnings attributable to ordinary
shareholders
Effect of dilutive securities
Diluted EPS
Adjusted earnings
(2,516,000)
204,548,735
-
-
(2,516,000)
(2,516,000)
204,548,735
204,548,735
(1.23)
-
(1.23)
(1.23)
34
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
7
Intangible assets
Consolidated
2018
2017
Goodwill IT Projects
Total
Goodwill
IT Projects
£’000
£’000
£’000
£’000
£’000
Total
£’000
Cost
At beginning of year
Additions
Transfer to held for sale asset
At end of year
Accumulated amortisation
At beginning of year
Provided in year
Transfer to held for sale asset
At end of year
Net book value
At beginning of year
At end of year
3,583
-
-
3,583
-
-
-
-
3,583
-
-
8,768
425
1,720
10,488
4
429
(5,610)
(1,724)
(7,334)
3,583
3,583
-
3,583
-
-
-
-
-
-
-
-
-
-
-
-
- 717
- 345
717
345
-
-
(1,062)
(1,062
-
-
3,583
-
3,583
-
3,583
3,583
8,768
3,583
1,003
-
9771
3,583
The Group conducts an annual impairment test on the carrying value of goodwill based on the recoverable
amount of the Project. As stated previously, the Group sold the Travel and Leisure business on 9 October 2018
and the results for the year ended 31 October 2017 have been presented in accordance with IFRS 5. As a
consequence, the intangible assets of the Travel and Leisure business are treated as Non-current assets held for
sale in the Consolidated Statement of Financial Position for the year ended 31 October 2017.
The Project is assessed using fair value less costs to sell. The directors have assessed the recoverable amount of
the Project as being greater than the combined carrying value of the goodwill and inventories of £48,964,000 at
31 October 2018 (31 October 2017: £47,746,000) on the basis of valuations previously carried out and the
positive progress made in the period since (see also note 10).
The goodwill allocated to the Travel and Leisure business at 31 October 2018 was £Nil (31 October 2017:
£5,610,000).
35
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
8 Property, plant and equipment
Year ended 31 October 2018
Consolidated
Freehold land
Furniture,
fittings, plant
and
equipment
Leasehold
improvements
£’000
£’000
£’000
Cost
At 1 November 2017
Exchange adjustments
Additions
Disposals
Transfer to assets held for sale
At 31 October 2018
Accumulated depreciation
At 1 November 2017
Adjustment re disposals
Provided in year
Transfer to assets held for sale
At 31 October 2018
Net book value
201
1
-
-
-
202
53
-
-
-
53
92
-
-
-
-
92
79
-
1
-
80
At 31 October 2018
149
12
-
-
-
-
-
-
-
-
-
-
-
-
Total
£’000
293
1
-
-
-
294
132
-
1
-
133
161
As stated previously the Group has now sold the Travel and Leisure business and the results for the years
ended 31 October 2017 and 31 October 2018 have been presented in accordance with IFRS 5. As a
consequence, the Property, plant and equipment of the Travel and Leisure business is treated as a non-current
asset held for sale in the Consolidated Statement of Financial Position as at 31 October 2017.
36
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
8 Property, plant and equipment (continued)
Year ended 31 October 2017
Consolidated
Freehold land
Furniture,
fittings, plant
and
equipment
Leasehold
improvements
£’000
£’000
£’000
Cost
At 1 November 2016
Exchange adjustments
Additions
Disposals
Transfer to assets held for sale
At 31 October 2017
Accumulated depreciation
At 1 November 2016
Adjustment re disposals
Provided in year
Transfer to assets held for sale
At 31 October 2017
192
9
-
-
-
201
48
-
5
-
53
1,212
2
43
(199)
(966)
92
867
(199)
89
(678)
79
Net book value
At 31 October 2017
148
13
306
-
85
-
(391)
-
67
-
36
(103)
-
-
Total
£’000
1,710
11
128
(199)
(1,357)
293
982
(199)
130
(781)
132
161
37
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
9 Investments
Company
Year ended 31 October 2018
Cost
At 1 November 2017
Disposals
At 31 October 2018
Impairment
At 31 October 2018
Shares in
subsidiaries
£’000
28,286
6,550
21,736
-
-
Net book value at 31 October 2018
21,736
Company
Year ended 31 October 2017
Cost
At 1 November 2016
Additions
At 31 October 2017
Impairment
At 31 October 2017
Shares in
subsidiaries
£’000
28,286
-
28,286
-
-
Net book value at 31 October 2017
28,286
38
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
9 Investments (continued)
Interests in subsidiaries
Name
Country of incorporation
and principal place of
business
Proportion of ownership
interest at 31 October
2018
Non-Controlling interests
ownership/voting interest
as at 31 October 2018
Loyalward Limiited
United Kingdom
100%
Loyalward Leisure PLC
United Kingdom
100%
Loyalward Hellas S.A.
Greece
100%
Stewart Travel Limited
United Kingdom
-
-
-
-
-
10
Inventories
Consolidated
Inventories at 31 October 2018 amounted to £45,381,000 (31 October 2017: £44,163,000), comprising costs
associated with acquiring and developing the site in Crete, planning and other design costs.
The development site of the Project is to be leased from the Public Welfare Ecclesiastical Foundation Panagia
Akrotiriani (“the Foundation”) for an initial 40 year period following contract activation which will follow the
relevant authorities approving the land planning and land uses for the Project. The Group has an option over a
further 40 years. An amount of £3.9 million is payable to the Foundation on contract activation, plus ongoing
royalties earned on revenue generated by the development (see also note 18).
In particular, the directors have considered the current value of the Group’s overall interest in the Project and
its progress and are of the opinion that the Project site has longer term value in excess of the carrying value of
inventories.
39
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
11 Receivables
Consolidated
Other receivables and prepayments
Value added tax recoverable
No provision is considered necessary in respect of irrecoverable amounts.
Company
Amounts owed by subsidiary companies (see note 16)
Other receivables and prepayments
Value added tax recoverable
2018
£’000
126
89
215
2018
£’000
30,874
50
10
30,934
2017
£’000
245
81
326
2017
£’000
31,165
50
8
31,223
Amounts owed by subsidiary companies are repayable on demand, but are not expected to be received until the
realisation of the project.
12 Liabilities
Current liabilities
Consolidated
Trade and other payables
Other creditor (see below)
Social security and other taxes
Loans (see note 15)
Accruals and deferred charges
2018
£’000
1,065
1,000
66
2,385
4,248
8,764
2017
£’000
1,011
1,000
41
6,118
4,677
12,847
The other creditor arises from amounts received under the terms of financial joint venture agreements between
the Company and certain third parties by which these third parties will receive an initial 5% economic interest
in the Project for a total consideration of £1 million.
40
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
12 Liabilities (continued)
See Note 3 regarding the treatment of the Travel and Leisure business balances.
Current liabilities
Company
Trade and other payables
Amounts owed to subsidiary companies (see note 16)
Loans (see note 15)
Accruals and deferred charges
2018
£’000
497
38
2,385
321
3,241
2017
£’000
473
38
6,118
1,350
7,979
Amounts owed to subsidiary companies are interest free and repayable on demand.
Loans include £942,000 (2017: £4,890,000) in respect of the balance of the revised loan facility agreement
with Hillside International Holdings Limited (“Hillside”) originally drawn down as £5,000,000. The loan is
subject to interest at 10% per annum. Hillside has also received Warrants to subscribe for ordinary shares in
Minoan Group Plc. The total finance cost of the loan is comprised of the cash interest at 10% per annum and
the fair value of the Warrants issued in association with loan and has been recognised as a finance cost spread
over the life of the loan using the effective interest method. All other remaining loans are repayable on
demand.
Under the terms of the loan facility agreement Hillside has a fixed and floating charge on the Company’s
assets.
13 Deferred taxation
Consolidated
No deferred taxation asset has been recognised in the financial statements due to the certainty of its
recoverability. The total potential asset is as follows:
Total potential asset
Amount recognised
2017
£’000
2018
£’000
2017
£’000
Tax effect of timing differences
because of:
Accelerated capital allowances
Other short term timing differences
Losses
2018
£’000
-
215
3,014
3,229
(84)
361
2,300
2,577
-
-
-
-
The above potential deferred tax asset is based on a corporation tax rate of 17% (2017: 17%).
-
-
-
-
41
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
13 Deferred taxation (continued)
Company
No deferred taxation asset has been recognised in the financial statements. The total potential asset is as
follows:
Tax effect of timing differences
because of:
Other short term timing differences
Losses
Total potential asset
Amount recognised
2018
£’000
-
1,173
1,173
2017
£’000
2018
£’000
2017
£’000
147
589
736
-
-
-
-
-
-
The above potential deferred tax asset is based on a corporation tax rate of 17% (2017: 17%).
Following due consideration of the availability of tax losses in relation to future anticipated taxable profits, and
in accordance with IAS 12, the deferred tax asset has not been recognised. The deferred tax asset not
recognised will be recoverable should there be appropriate future taxable profit
14 Share capital
Called up, allotted and fully paid
31 October 2018 - 228,903,442 Ordinary Shares of 1p each
54,148,031 Deferred Shares of 24p each
31 October 2017 - 212,223,442 Ordinary Shares of 1p each
54,148,031 Deferred Shares of 24p each
Debt to be settled by the issue of shares (see note 15)
17,493,201 Ordinary Shares of 1p each (2017: 17,967,339
Ordinary Shares of 1p each)
2018
£’000
2,289
12,996
-
-
15,285
175
15,460
2017
£’000
-
-
2,122
12,996
15,118
179
15,297
Holders of Ordinary Shares have the right to vote and the right to receive dividends. Holders of Deferred
Shares have no right to vote and no right to receive dividends.
During the year, 14,166,667 Ordinary Shares of 1p each were subscribed for at 6 pence per share A further
2,513,333 Ordinary Shares of 1p each were issued at 6 pence per share to settle certain existing liabilities.
42
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
15 Financial instruments and risk management
The Group’s financial instruments comprise borrowings, cash and various items such as trade receivables and
trade payables that arise directly from its operations.
It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments
shall be undertaken. There have been no substantive changes in the group exposure to financial instrument
risks, its objectives, policies and processes for managing those risks or the methods used to measure from
previous periods
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and foreign
currency risk. The Board reviews and agrees policies for managing each of these risks and they are
summarised below.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the financial charges and principal
repayments on its debt instruments. It is the risks that the Group will encounter difficulty in meeting its
financial obligations as they fall due.
The Group maintains sufficient funds in local currency for operational liquidity. The Board considers liquidity
risk at Board meetings through the monitoring of cash levels and detailed cash forecasts. Funding to date has
been obtained principally through the issue of equity shares as required, either for cash or in settlement of
liabilities. The Group has also issued loan agreements which may be settled by the issue of shares. See note 1
for further information relating to current liquidity and funding risk.
All financial liabilities are non-derivative and fall due within one year (see note 12).
In order to complete the development of the Project, the Group will require substantial additional financing. It
is the directors’ current intention to develop the Project in such a way as to minimise or eliminate the need for
further equity financing. It is intended that this will be achieved through utilising joint venture arrangements
and debt project finance.
Foreign currency risk
Foreign currency risks arise when individual Group entities enter into transactions denominated in a currency
other than their functional currency. The Group’s policy is, where possible, to allow group entities to settle
liabilities denominated in their functional currency with the cash generated from their own operations in that
currency. Where group entities have liabilities denominated in a currency other than their functional currency,
cash already denominated in that currency will, where possible, be transferred from elsewhere within the
Group.
The Group has one overseas trading subsidiary, Loyalward Hellas S.A., which operates in Greece and whose
revenues and expenses are denominated almost exclusively in Euros. The Group finances Loyalward Hellas
S.A. via Euro transfers from Loyalward Limited as required. The amount transferred ensures that the Euro
balance held by Loyalward Hellas S.A. at each period end is not material. All UK companies hold cash in UK
pounds Sterling only. The Sterling and Euro cash balances attract interest at floating rates.
Of the Group’s assets, less than 1% is held in Euros, the remainder being held in Sterling. Of the Group’s
liabilities, less than 2% is held in Euros, with the remainder held in Sterling.
43
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
15 Financial instruments and risk management (continued)
Short-term receivables and payables
Short-term receivables and payables have been excluded from the following disclosures.
Interest rate risk
The Group finances its operations through a mixture of equity and borrowings. The Group has historically
borrowed in Sterling only.
The Group’s liabilities, which are all denominated in sterling, are as follows:
2018
2017
£’000
£’000
Loans to be settled by the
issue of shares (see note 14)
Loans repayable in less than
one year
Loans repayable in more than
one year
2,125
1,443
942
2,250
6,118
-
The loans to be settled by the issue of shares, of which £75,000 are to be settled by the issue of shares at 6
pence per share, £375,000 are to be settled by the issue of shares at 9 pence per share, £75,000 are to be settled
by the issue of shares at 10 pence per share, £400,000 are to be settled by the issue of shares at 11.6 pence per
share, £150,000 are to be settled by the issue of shares at 13.575 pence per share, £200,000 are to be settled by
the issue of shares at 13.75 pence per share, £150,000 are to be settled by the issue of shares at 14 pence per
share, £400,000 are to be settled by the issue of shares at 15.5 pence per share and £300,000 are to be settled
by the issue of shares at 18 pence per share, have been classified as equity and share premium in accordance
with IAS 32 (note 14).
The Board has determined that realistic fluctuations in interest rates will not have a significant impact on
financial liabilities
The Group has no derivatives or financial instruments other than those disclosed above. There is no material
difference between the book value and the fair value of the Group’s financial assets and liabilities at 31
October 2018 and at 31 October 2017.
44
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
16 Related party transactions
During the year the Group companies entered into the following transactions with related parties who are not
members of the Group:
Services of the above persons
supplied in year ended
Payable as at
31.10.18
£’000
31.10.17
£’000
31.10.18
£’000
31.10.17
£’000
297
16
18
35
35
320
16
(3)
35
35
328
118
129
194
125
260
102
113
159
90
Simmons International Limited
Bizwatch Limited
I.H.M. Industry & Hotel
Management Limited
B D Bartman & Co
Keith Day & Partners Ltd
The nature of the related parties is as follows:
Simmons International Limited, a company in which C W Egleton is a minority shareholder.
-
- Bizwatch Limited, a company in which J C Watts, a director of Loyalward Limited, owns 50% of the
issued share capital and M A Fitch, a director of Loyalward Hellas S.A. owns 50% of the issued share
capital.
I.H.M. Industry & Hotel Management Limited, a company in which C Valassakis, a director of
Loyalward Limited, is a controlling shareholder.
-
- B D Bartman & Co, a firm in which B D Bartman is a partner.
- Keith Day & Partners Ltd, a company in which N J Day, a director of Loyalward Limited, is a director
and shareholder.
There have been no purchases or sales between companies within the Group. The Company’s balances
outstanding with other Group companies arising from financing transactions are shown below.
Receivable/(Payable) as at 31.10.18
£’000
Receivable/(Payable) as at 31.10.17
£’000
Loyalward Limited
Stewart Travel Limited
Loyalward Leisure Plc
28,386
-
(38)
28,372
2,793
(38)
45
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
17 Long term incentive plan, share options and warrants
Share-based payments charge
Year ended 31 October 2018
Share-based payments - directors
Share-based payments - other
Year ended 31 October 2017
Share-based payments - directors
Share-based payments - other
£’000
40
23
63
79
107
186
Long term incentive plan
Under the terms of the Long Term Incentive Plan (“LTIP”) any director or employee selected by the
remuneration committee may participate. Awards under the LTIP have been granted on the basis that certain
performance conditions will be met.
The performance conditions are as follows:
Performance condition A
Fulfilled during year ended 31 October 2012
Performance condition B
Performance condition C
The Group achieves a certain level of consolidated
profit at EBITDA level (ignoring any charge in
respect of share-based payments) for a six month
accounting period.
The price of an ordinary share of Minoan Group Plc
remains at an average price of 50 pence or above for
ten consecutive trading days on AIM or a recognised
stock exchange
46
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
17 Long term incentive plan, share options and warrants (continued)
Share-based payments charge (continued)
Performance condition A Performance condition B
Performance condition C
Maximum number of
Ordinary Shares
exercisable at 9 pence
Maximum number of
Ordinary Shares
exercisable at 9 pence
Maximum number of
Ordinary Shares
exercisable at 9 pence
C W Egleton
D C Wilson
B D Bartman
T R C Hill
W C Cole (director
Loyalward Limited)
1,400,000
1,000,000
130,000
150,000
120,000
2,800,000
1,400,000
1,000,000
130,000
150,000
120,000
2,800,000
1,400,000
1,000,000
130,000
150,000
120,000
2,800,000
The charge made for the value of the LTIP and options has been calculated using the Black-Scholes and
Binomial option pricing models as appropriate. As stated previously, the charge does not involve any cash
payment. The average weighted price of LTIP share options outstanding at the beginning and end of the period
is 9 pence.
The Long Term Incentive Plan was extended to December 2019.
47
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
17 Long term incentive plan, share options and warrants (continued)
Share-based payments charge (continued)
Directors’ and former directors’ interests in share options
31 October 2018
31 October 2017
Exercise
price
Ordinary
Shares
Expiry
date
Exercise
price
Ordinary
Shares
Expiry
date
Options
B D Bartman
B D Bartman (see note
2 below)
B D Bartman (see note
2 below)
W C Cole (director
Loyalward Limited)
W C Cole (director
Loyalward Limited)
W C Cole (director
Loyalward Limited)
(see note 2 below)
W C Cole (director
Loyalward Limited)
(see note 2 below)
G D Cook
G D Cook (see note 2
below)
G D Cook (see note 2
below)
Simmons International
Limited
Simmons International
Limited
Carried forward
7p
1p
1p
7p
7p
1p
1p
7p
1p
1p
7p
7p
200,000
31/12/18
1,000,000
31/12/18
850,000
31/12/18
500,000
31/12/18
100,000
31/12/18
7p
1p
1p
7p
7p
200,000 31/12/17
1,000,000
31/12/17
850,000
31/12/17
500,000
31/12/17
100,000
31/12/17
1,000,000
31/12/18
1p
1,000,000
31/12/17
1,711,111
31/12/18
250,000
31/12/18
384,615
31/12/18
377,778
31/12/18
500,000
31/12/18
400,000
31/12/18
1p
7p
1p
1p
7p
7p
1,711,111
31/12/17
250,000
31/12/17
384,615
31/12/17
377,778
31/12/17
500,000
31/12/17
400,000
31/12/17
7,273,504
7,273,504
48
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
17 Long term incentive plan, share options and warrants (continued)
Directors’ and former directors’ interests in share options (continued)
31 October 2018
31 October 2017
Exercise
price
Ordinary
Shares
Expiry
date
Exercise
price
Ordinary
Shares
Expiry
date
Options
Brought forward
T R C Hill
T R C Hill (see note 2
below)
D C Wilson (see note 2
below)
D C Wilson (see note 2
below)
D C Wilson (see note 2
below)
B Cassidy (see note 2)
B Cassidy
7p
1p
1p
1p
1p
1p
8p
7,273,504
300,000
31/12/18
1,233,333
31/12/18
1,000,000
31/12/18
2,500,000
31/12/18
850,000
31/12/18
122,222
31/12/18
1,000,000
9/01/20
14,279,059
7p
1p
1p
1p
1p
1p
7,273,504
300,000
31/12/17
1,233,333
31/12/17
1,000,000
31/12/17
2,500,000
31/12/17
850,000
31/12/17
122,222
31/12/17
-
13,279,059
During the year the expiry date of the above was extended to 31 December 2019.
Other share options
The following additional options to purchase ordinary shares in the Company have been granted:
Exercisable at 60 pence per share
Exercisable at 1 pence per share (see note 2 below)
Exercisable at 7 pence per share
Exercisable at 8 pence per share
Exercisable at 8 pence per share
Exercisable at 10 pence per share
Exercisable at 10 pence per share
Ordinary Shares
31.10.18
3,318,000
223,077
325,000
2,500,000
2,500,000
250,000
-
9,116,077
31.10.17
3,318,000
223,077
325,000
2,500,000
-
250,000
6,000,000
12,616,077
Expiry date
See note 1
31/12/18
31/12/18
31/12/18
5/06/20
31/12/18
9/07/18
The weighted average exercise price of the other share options outstanding at the beginning of the period is 43
pence and outstanding at the end of the period is 27 pence.
49
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
17 Long term incentive plan, share options and warrants (continued)
Notes re share options:
1. These options were granted between 24 June 2005 and 31 December 2013. The expiry dates of these options
are 90 days after certain valid building licences and permits have been granted. These building licences and
permits have not yet been granted.
2. Options granted in exchange for the waiver of fees etc. by current directors and former directors.
During the year the expiry date of these options was extended to 31 December 2019.
3. As stated previously Stewart Travel Limited was sold on 9 October 2018. As a result, Mr Wilson and Mr
Cassidy are no longer directors within the Group from that date.
See also Note 20 for events after the statement of financial position date.
Warrants
The following warrants to subscribe for ordinary shares in the Company have been issued in accordance with
the terms of the loan facility agreement with Hillside International Holdings Limited:
During the year the expiry date of the existing warrants was extended to 9 October 2023 and the exercise price
of these warrants was amended from 8 pence per share to 3.5 pence per share following a Broker Offer. In
addition, following a Placing, 458,333 warrants were issued with an exercise price of 6 pence per share and an
expiry date of 26 April 2021. Also, as a result of the Loan Facility Extension, a further 1,765,733 warrants
were issued with an exercise price of 3.5 pence per share and an expiry date of 9 October 2023.These
modifications resulted in an increase of £500,000 in the fair value of the warrants. This has been spread, along
with the existing fair value, across the life of the loan on an amortised cost basis. The modification was valued
using Black-Scholes method.
Exercisable at 3.5 pence per share
Exercisable at 3.5 pence per share
Exercisable at 6.0 pence per share
Ordinary Shares
31.10.18
50,000,000
1,765,733
458,333
52,224,066
31.10.17
50,000,000
-
-
50,000,000
Expiry date
9/10/23
9/10/23
26/04/21
See also Note 20 for events after the statement of financial position date.
50
Minoan Group Plc (Registered number:3770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2018
17 Long term incentive plan, share options and warrants (continued)
Finance costs
Year ended 31 October 2018
Fair value of warrants issued
Loan interest
Other interest/fees
Year ended 31 October 2017
Fair value of warrants issued
Loan interest
Other interest
£’000
500
103
45
648
459
460
265
1,184
18 Contingent liabilities and commitments
Other than as stated in notes 10 and 19, the Group has no other capital or operating commitments.
19 Operating lease commitments
The Group has no future minimum lease commitments in respect of non-cancellable operating leases.
20 Events after the reporting date
It was announced on 7 December 2018 that the Group had raised £525,000 by the issue of 21 million New
Ordinary Shares.
It was announced on 31 December 2018 that the expiry dates of Options to subscribe for a total of 11,252,136
Ordinary Shares in the Company at 1p per share that the directors and others have been granted in lieu of their
remuneration, will be extended to 31 December 2019.
51