Minoan Group Plc
Report and Financial Statements
Year ended 31 October 2020
Company registration no: 03770602
Minoan Group Plc (Registered number: 03770602)
Report and Financial Statements
Year ended 31 October 2020
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
2-3
4-5
6-7
8-12
13
14
15
16
17
18
19
20
21
22-49
Minoan Group Plc (Registered number: 03770602)
Directors and Advisers
Directors
C W Egleton (Chairman)
B D Bartman BSc (Econ), FCA
G D Cook MA, ACA
T R C Hill B.Arch
Company secretary
W C Cole
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
Pello Capital Limited, London
Registrars
Neville Registrars Limited, Halesowen, West Midlands
Independent auditor
Anstey Bond LLP
Statutory Auditors &
Chartered Accountants
1-2 Charterhouse Mews
London
EC1M 6BB
1
Minoan Group Plc (Registered number: 03770602)
Chairman’s Statement
Introduction
The period under review, the year ended 31 October 2020, was dominated by the effects of the Covid
pandemic. Nevertheless I am pleased to report that, as forecast, the loss for the year was substantially reduced.
During the year, the Group continued to progress the Crete project (the “Project”) and refinanced its only
secured indebtedness, whilst successfully reducing its overall cost base in Greece and the UK. Notwithstanding
the pandemic, we have made steady progress and are well placed to progress the Project as we move into the
post-pandemic environment, embracing the vacation environments most applicable to the post-pandemic
world.
Financial Review
The reduction in the loss before taxation to £876,000 from £2,077,000 was largely due to the cancellation of
warrants, which led to a credit rather than a charge for share based payments. This credit will not be repeated
in the current year but neither will some of the other finance costs and, therefore, I expect that the costs going
forward will remain at much lower levels than has been the case in recent years.
Operating costs rose to £864,000 from £799,000 wholly as a result of increases in legal and professional fees.
I am also pleased to report that discussions with our debt provider regarding a rearrangement of the existing
terms have commenced and a standstill has been agreed for a period of thirteen months pending the outcome of
those discussions.
The Project and Greece
Covid-19 has undoubtedly led to delays in the timetable we set ourselves in my Chairman's Statement last year.
It has, however, been fortuitous in other ways. The true potential of the Project is being highlighted by the very
changes in the market that have been driven by Covid-19, with the advantages of space, privacy and luxury
already proving to be highly valued.
In order to ensure that the Company’s business plan is robust we appointed Deloitte in Athens to conduct a
review. This review, which involved all the key hotel financial and commercial assumptions as well as the
legal and planning background alongside current and predicted conditions in the tourism market and the
experience and expertise of the Group’s team, is largely complete. I am pleased to be able to confirm that both
Deloitte and we are satisfied that the current plan is both robust and practical in the current market.
As I reported last year, at the top end of the market the early indications of the effects of the Covid pandemic
seemed to revolve around providing the space for enhanced social distancing. It now appears to have started to
increase the attractiveness of “villas, partly because this style of accommodation and holiday allows guests a
range of choices between complete privacy (isolation) whilst retaining the ability to be part of a wider hotel
community.
The size, location, and topography of the Site allow for variations in design and therefore future product and
mean that the Project is ideally suited to provide the flexibility necessary to meet changing market demands.
2
Minoan Group Plc (Registered number: 03770602)
Chairman’s Statement (continued)
The Project and Greece (continued)
All of these factors have an impact on overall value, and shareholders will be pleased to know that, following
discussions with its valuers, the Company is of the view that the value of the Project has not been impaired by
the effects of the pandemic.
Further, as shareholders are aware from the updates already provided, discussions with The Public Welfare
Ecclesiastical Foundation Panagia Akrotiriani regarding desirable adjustments to its contract and long lease are
in progress.
Once these have been agreed we will accelerate commercial discussions with new and existing parties and
bring them to conclusion.
Outlook
Whilst the pandemic has undoubtedly slowed progress over the last year, it has presented us with the
opportunity to work on refining the master contract and highlighted the continuing value of the Project as the
sector adapts to the changing needs of a post pandemic world. This puts us in a very strong position as we
move towards commercialisation.
We have launched a new website in recent months, which I hope highlights to both shareholders and potential
partners the scale of the opportunity in front of us. This can be found at www.minoangroup.com and we
encourage investors to visit it.
I am pleased to be able to say that I believe that I will be able to update shareholders on progress on all the
major issues more frequently over the coming weeks and months
Christopher W Egleton
Chairman
29 April 2021
3
Minoan Group Plc (Registered number: 03770602)
Strategic Report
The directors present their Strategic Report and the audited consolidated financial statements for the year
ended 31 October 2020.
Review of business
A review of the Group’s business is given in the Chairman’s Statement on page 2.
Total equity as at 31 October 2020 was £41,942,000 (2019: £42,257,000).
Since a major part of the Company’s expenditure is in Euros the outcome of the 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 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 around 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 and provide a return to shareholders.
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.
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 further 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.
Corporate Governance
As an Alternative Investment Market (“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.
4
Minoan Group Plc (Registered number: 03770602)
Strategic Report (continued)
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 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
29 April 2021
5
Minoan Group Plc (Registered number: 03770602)
Directors’ Report
The directors present their annual report for the year ended 31 October 2020.
Directors
The directors shown below have held office during the whole of the period from 1 November 2019 to the date
of this report:
C W Egleton (Chairman)
B D Bartman BSc (Econ), FCA
G D Cook MA, ACA
T R C Hill B.Arch
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.
Results and dividends
The financial statements are prepared in accordance with European Union adopted International Financial
Reporting Standards (“IFRS”) and the Companies Act 2006.
The Group made a loss for the year, after taxation, of £876,000 (31 October 2019: £2,077,000). The loss
includes a reduction in non-cash finance cost in respect of warrants issued in the amount of £567,000 (31
October 2019: Cost £264,000) (see note 17). This reduction in charges does not involve any cash receipt. (31
October 2019 - cash payment)
The Group’s loss per share was 0.20p (2019: 0.61p).
No dividend is proposed for the year (31 October 2019: 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 European Union. 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 accounting estimates that are reasonable and prudent;
state the financial statements comply with IFRS as adopted by the European Union; 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.
6
Minoan Group Plc (Registered number: 03770602)
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 European Union,
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 21.
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
29 April 2021
7
Minoan Group Plc (Registered number: 03770602)
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
2020 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 2020 and of the group’s loss for the year then ended;
The group financial statements have been properly prepared in accordance with IFRS as adopted by the
European Union;
The parent company financial statements 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;
The financial statements have 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.
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.
Emphasis of matter
We draw attention to note 21 of the financial statements, which describes the material uncertainties surrounding
the going concern for the group, due to the impact of post balance sheet events. Our opinion is not modified in
respect of this matter.
8
Minoan Group Plc (Registered number: 03770602)
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
project costs.
Going concern
Impacts of the Covid-19 pandemic in relation to going concern
Materiality
Materiality is £350,000 which is based on the benchmark of >
1% net assets
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.
9
Minoan Group Plc (Registered number: 03770602)
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 £46.4 million as at 31 October 2020 (2019: £45.8 million). 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 – Going concern of the Group
Several risks were identified surrounding the company’s ability to continue as a going concern. Attention has
been drawn to these matters in notes 1 and 21 of the financial statements.
In this area, our audit procedures included:
We obtained and reviewed the post year end cash-flow forecasts, bank statements, and statutory
documentation;
We assessed the level of equity financing received during the six months after the balance sheet date,
and whether this was sufficient to ensure the group’s liquidity;
We reviewed the Group’s refinancing of debt taking place post year end;
We completed stress and scenario testing on the forecasts provided, to ascertain whether the group
would have sufficient reserves if equity financing could not be obtained;
We obtained the Board of Directors’ assessment of the groups’ going concern;
We reviewed the disclosures included within these statements and confirmed that they were in line with
regulatory reporting standards.
From the work performed, we did not identify any instances from which to conclude that the disclosure or
accounting treatment was incorrectly stated.
10
Minoan Group Plc (Registered number: 03770602)
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 to be £350,000, calculated with reference to a
benchmark of the Crete project costs included within the gross assets, the overall materiality calculation was the
>1% of net 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 £175,000 , calculated with reference to a benchmark of total company expenses.
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.
11
Minoan Group Plc (Registered number: 03770602)
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
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.
Use of report
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.
Colin Ellis FCCA CF (Senior Statutory Auditor)
For and on behalf of ANSTEY BOND LLP,
Statutory Auditors & Chartered Accountants
1-2 Charterhouse Mews
London
EC1M 6BB
Date 29 April 2021
12
Minoan Group Plc (Registered number: 03770602)
Consolidated Statement of Profit and Loss and Other Comprehensive
Income
Year ended 31 October 2020
Revenue
Cost of sales
Gross profit
Notes to
the
Financial
Statements
2020
2019
£’000
£’000
-
-
-
-
-
-
Operating expenses
(864)
(799)
17
17
4
5
Other operating expenses:
Corporate development costs
Charge in respect of share-based payments
Operating loss
Finance costs
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
-
-
-
-
(864)
(799)
(12)
(1,278)
(876)
(2,077)
-
(876)
-
(876)
(876)
-
(2,077)
-
(2,077)
(2,077)
the Company: Basic and diluted
6
(0.20)p
(0.61)p
The notes on pages 22 to 49 form part of these financial statements.
13
Minoan Group Plc (Registered number: 03770602)
Consolidated Statement of Changes in Equity
Year ended 31 October 2020
Year ended 31 October 2020
Share
capital
£’000
Share
premium
£’000
Merger
reserve
Warrant
Reserve
£’000
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2019
17,188 36,119
9,349
3,094
(23,493)
42,257
Loss for the year
-
-
Issue of ordinary shares at a premium
Share based payments
Reduction in Warrant Reserve (see note
17)
771 357
-
-
-
-
-
-
-
-
-
(876)
(876)
- -
-
-
1,128
-
(567)
-
(567)
Balance at 31 October 2020
17,959 36,476
9,349 2,527
(24,369)
41,942
Year ended 31 October 2019
Share capital
£’000
Share
premium
£’000
Merger
reserve
Warrant
Reserve
£’000
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2018
15,460 34,373
9,349 2,830
(21,416)
40,596
Loss for the year
-
-
Issue of ordinary shares at a premium
Share based payments
Extension of warrant expiry date
(see note 17)
1,728 1,746
-
-
-
-
-
-
-
-
-
(2,077)
(2,077)
- -
-
-
3,474
-
264
-
264
Balance at 31 October 2019
17,188 36,119
9,349 3,094
(23,493)
42,257
14
Minoan Group Plc (Registered number: 03770602)
Company Statement of Changes in Equity
Year ended 31 October 2020
Year ended 31 October 2020
Share
capital
£’000
Share
premium
£’000
Warrant
Reserve
£’000
Retained
earnings
Total
equity
£’000
£’000
Balance at 1 November 2019
Loss for the year
Issue of ordinary shares at a
premium
Share-based payments
Reduction in Warrant Reserve (see
note 17)
17,188 36,119
-
-
3,094
-
(4,981)
51,420
(728) (1,770)
771
-
357
-
-
- -
-
1,128
-
-
-
(567)
(567) -
Balance at 31 October 2020
17,959 36,476
2,527
(5,709)
51,253
Year ended 31 October 2019
Balance at 1 November 2018
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
Share
premium
£’000
Warrant
Reserve
£’000
Retained
earnings
Total
equity
£’000
£’000
15,460 34,373
-
-
2,830
-
(3,233)
49,430
(1,748) (1,748)
1,728
-
1,746
-
-
- -
-
3,474
-
-
-
264 - 264
Balance at 31 October 2019
17,188 36,119
3,094
(4,981)
51,420
15
Minoan Group Plc (Registered number: 03770602)
Consolidated Statement of Financial Position as at 31 October 2020
Notes to
the
Financial
Statements
2020
£’000
2019
£’000
Assets
Non-current assets
Intangible assets
Property, plant and equipment
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
10
11
14
3,583
157
3,740
46,431
225
6
46,662
3,583
157
3,740
45,848
211
24
46,083
50,402
49,823
17,959
36,476
9,349
2,527
(24,369)
41,942
17,188
36,119
9,349
3,094
(23,493)
42,257
12
8,460
7,566
Total equity and liabilities
50,402
49,823
The financial statements on pages 13 to 49 were approved by the Board of Directors and authorised for issue
on 29 April 2021.
Signed on behalf of the Board of Directors
C W Egleton
Director
16
Minoan Group Plc (Registered number: 03770602)
Company Statement of Financial Position as at 31 October 2020
Note to the
Financial
Statements
2020
£’000
2019
£’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
32,686
1
32,687
21,736
21,736
32,475
1
32,476
54,423
54,212
17,959
36,476
2,527
(5,709)
51,253
17,188
36,119
3,094
(4,981)
51,420
12
3,170
2,792
Total equity and liabilities
54,423
54,212
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 2020 was £728,000 (2019:
£1,748,000).
The financial statements on pages 13 to 49 were approved by the Board of Directors and authorised for issue
on 29 April 2021.
Signed on behalf of the Board of Directors
C W Egleton
Director
17
Minoan Group Plc (Registered number: 03770602)
Consolidated Cash Flow Statement
Year ended 31 October 2020
Note to the
Consolidated
Cash Flow
Statement
2020
£’000
2019
£’000
Cash flows from operating activities
Net cash (outflow) from continuing operations
1
Finance costs for continuing operations
Net cash generated from/(used) in operating
activities
Cash flows from (investing) / divesting activities
in discontinued operations
Purchase of property, plant and equipment
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)/increase in cash
Cash transferred to non-current assets held for
sale
Cash at beginning of year
Cash at end of year
(567)
(12)
(579)
-
-
1,128
(567)
561
(18)
-
(18)
24
6
(1,909)
(1,278)
(3,187)
-
-
3,738
(547)
3,191
4
-
4
20
24
18
Minoan Group Plc (Registered number: 03770602)
Note to the Consolidated Cash Flow Statement
Year ended 31 October 2020
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
Decrease/(Increase) in receivables
Increase in current liabilities
Net cash (outflow) from continuing operations
2020
£’000
(876)
12
-
(583)
(14)
894
(567)
2019
£’000
(2,077)
1,278
-
4
(467)
4
(651)
(1,909)
19
Minoan Group Plc (Registered number: 03770602)
Company Cash Flow Statement
Year ended 31 October 2020
Note to the
Company
Cash Flow
Statement
2020
£’000
2019
£’000
Cash flows from operating activities
Net cash inflow/(outflow) from continuing
operations
1
(550)
(1,912)
Finance costs
Net cash used in operating activities
(11)
(561)
(1,278)
(3,190)
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
-
-
1,128
(567)
561
-
1
1
-
-
3,738
(548)
3,190
-
1
1
20
Minoan Group Plc (Registered number: 03770602)
Note to the Company Cash Flow Statement
Year ended 31 October 2020
1 Cash flows from operating activities
Loss before taxation
Finance costs
Exchange gain relevant to property, plant and equipment
Decrease / (Increase) in receivables
(Decrease) / Increase in current liabilities
Net cash inflow/(outflow) from continuing operations
2020
£’000
2019
£’000
(728)
11
-
(211)
378
(550)
(1,748)
1,278
4
(1,541)
95
(1,912)
21
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements
Year ended 31 October 2020
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 European Union at 31 October 2020:
Details of amendment
Effective date
Standard
IFRS 3 Business Combinations Amendments updating a reference to the Conceptual 1 January 2022
Framework
IAS 1 Presentation of Financial Amendments regarding the definition of material 1 January 2020
Statements
IAS 8 Accounting Policies,
Changes in Accounting
Estimates and Errors
IAS 1 Presentation of Financial Amendments regarding the classification of liabilities 1 January 2023
Statements Amendments regarding the disclosure of accounting 1 January 2023
policies
IAS 8 Accounting Policies, Amendments regarding the definition of accounting 1 January 2023
Changes in Accounting estimates
Estimates and Errors
IAS 16 Property, Plant and Amendments prohibiting a company from deducting
Equipment from the cost of property, plant and equipment amounts
1 January 2022
received from selling items produced while the company
is preparing the asset for its intended use
IAS 37 Provisions, Contingent Amendments regarding the costs to include when 1 January 2022
Liabilities and
assessing whether a contract is onerous
Contingent Assets
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 been rejected by the Greek Supreme Court.
22
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
1 Accounting policies (continued)
Going concern (continued)
Accordingly, the directors consider that they will conclude further Project joint venture agreements in the near
term.
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 2020 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.
23
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2019
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:
Plant and equipment:
Fixtures and fittings:
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.
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.
24
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
1 Accounting policies (continued)
Foreign currency
A foreign currency transaction is recorded, on initial recognition in Sterling, 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 Sterling, by applying to the foreign
currency amount to the exchange rate between the Sterling 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.
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.
25
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
1 Accounting policies (continued)
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.
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 LTIP expired on 31 December 2019.
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.
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.
26
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
2 Accounting policies (continued)
Taxation (continued)
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.
27
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
2 Information regarding directors and employees
Directors’ and key management remuneration
Year ended 31 October 2020
Fees
Sums charged by third parties for
directors’ and key management services
Share-based payments (note 17)
Year ended 31 October 2019
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
35
134
-
169
(85)
111
-
26
144
70
-
214
274
70
-
344
Total
£’000
179
204
-
383
189
181
-
370
The total directors’ and key management remuneration shown above includes the following amounts in respect
of the directors of the Company.
2020
2019
Fees/Sums
charged by third
parties
£’000
134
35
35
35
239
Share-based
payments
£’000
-
-
-
-
-
Fees/Sums
charged by third
parties
£’000
162
35
35
48
280
C W Egleton (Chairman)
B D Bartman
G D Cook
T R C Hill
Directors’ interests in the Company’s LTIP and share options are shown in note 17.
Share-based
payments
£’000
-
-
-
-
-
28
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
2 Information regarding directors and employees (continued)
Staff costs during the period (including directors and key management)
Year ended 31 October 2020
Salaries and fees
Social security cost
Share-based payments (note 17)
Year ended 31 October 2019
Salaries and fees
Social security cost
Share-based payments (note 17)
Costs taken to
inventories
£’000
Costs taken to
profit or loss
£’000
35
6
-
41
-
-
-
-
145
13
-
158
250
30
-
280
Total
£’000
180
19
199
250
30
-
280
Note: Staff costs exclude sums charged by third parties for directors’ services.
Group monthly average number of persons employed
Directors
Management, administration and sales
2020
No.
7
-
2019
No.
7
2
29
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
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 two divisions (2019: 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 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.
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
Assets/liabilities
Goodwill
Other non-current assets
Current assets
Total assets
Luxury
Resorts
£’000
(864)
(864)
-
-
(864)
(12)
(876)
-
(876)
2020
Corporate
Development
£’000
-
-
-
-
-
-
-
-
-
Total
£’000
(864)
(864)
-
-
(864)
(12)
(876)
-
(876)
-
-
-
3,583
157
46,662
50,402
-
-
-
-
3,583
157
46,662
50,402
Total and current liabilities
8,460
-
8,460
30
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
3
Segmental information (continued)
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
Assets/liabilities
Goodwill
Other non-current assets
Current assets
Total assets
Luxury
Resorts
£’000
(799)
(799)
-
-
(799)
(1,278)
(2,077)
-
(2,077)
2019
Corporate
Development
£’000
-
-
-
-
-
-
-
-
-
Total
£’000
(799)
(799)
-
-
(799)
(1,278)
(2,077)
-
(2,077)
-
-
-
3,583
157
46,083
49,823
-
-
-
-
3,583
157
46,083
49,823
Total and current liabilities
7,566
-
7,566
31
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
4 Loss before taxation
The loss before taxation is stated after charging:
Depreciation
Auditor’s remuneration
5 Taxation
Consolidated
(a) Analysis of taxation for the year
UK corporation tax
(b) Factors affecting taxation for the year
Loss before taxation
Tax on ordinary activities multiplied by the UK corporation tax
rate of 19% (2019: 19%)
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.
2020
£’000
2019
£’000
-
20
-
21
2020
£’000
-
2020
£’000
(876)
(166)
-
-
166
-
2019
£’000
-
2019
£’000
(2,077)
(395)
-
-
395
-
32
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 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 2020 was 444,380,229 (31 October 2019:
338,627,016).
Basic EPS
Earnings attributable to ordinary
shareholders
Effect of dilutive securities
Diluted EPS
Adjusted earnings
Earnings
2020 Weighted average
number of shares
Per-share amount
(pence)
(876,119 )
-
(876,119)
(876,119)
444,380,229
-
444,380,229
444,380,229
(0.20)
-
(0.20)
(0.20)
Earnings
2019 Weighted average
number of shares
Per-share amount (pence)
Basic EPS
Earnings attributable to ordinary
shareholders
Effect of dilutive securities
Diluted EPS
Adjusted earnings
(2,076,902)
-
(2,076,902)
(2,076,902)
338,627,016
-
338,627,016
338,627,016
(0.61)
-
(0.61)
(0.61)
33
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
7
Intangible assets
Consolidated
2020
2019
Goodwill
Total
Goodwill
£’000
£’000
£’000
Total
£’000
Cost
At beginning of year
3,583
3,583
3,583
3,583
Additions
Transfer to held for sale asset
-
-
-
-
-
-
-
-
At end of year
3,583
3,583
3,583
3,583
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
3,583
3,583
3,583
3,583
3,583
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 £50,014,000 at
31 October 2020 (31 October 2019: £49,431,000) on the basis of valuations previously carried out and the
positive progress made in the period since (see also note 10).
34
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
8 Property, plant and equipment
Year ended 31 October 2020
Consolidated
Freehold land
Furniture,
fittings, plant
and
equipment
£’000
£’000
Cost
At 1 November 2019
Exchange adjustments
Additions
Disposals
At 31 October 2020
Accumulated depreciation
At 1 November 2019
Exchange Adjustments
Provided in year
At 31 October 2020
Net book value
203
-
-
203
53
-
-
53
Total
£’000
295
-
-
295
92
-
-
-
92
85
138
85
138
At 31 October 2020
150
7
157
35
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
8 Property, plant and equipment (continued)
Year ended 31 October 2019
Consolidated
Freehold land
Furniture,
fittings, plant
and
equipment
£’000
£’000
Total
£’000
294
1
-
-
295
133
4
1
138
202
1
-
-
203
53
-
-
53
92
-
-
-
92
80
4
1
85
Cost
At 1 November 2018
Exchange adjustments
Additions
Disposals
At 31 October 2019
Accumulated depreciation
At 1 November 2018
Exchange Adjustments
Provided in year
At 31 October 2019
Net book value
At 31 October 2019
150
7
157
36
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
9 Investments
Company
Year ended 31 October 2020
Cost
At 1 November 2019
Disposals
At 31 October 2020
Impairment
At 31 October 2020
Shares in
subsidiaries
£’000
21,736
-
21,736
-
-
Net book value at 31 October 2020
21,736
Year ended 31 October 2019
Cost
At 1 November 2018
Disposals
At 31 October 2019
Impairment
At 31 October 2019
Shares in
subsidiaries
£’000
21,736
-
21,736
-
-
Net book value at 31 October 2019
21,736
37
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
9 Investments (continued)
Interests in subsidiaries
Name
Country of incorporation
and principal place of
business
Proportion of ownership
interest at 31 October
2020
Loyalward Limited
United Kingdom
100%
Loyalward Leisure PLC
United Kingdom
100%
Loyalward Hellas S.A.
Greece
100%
10
Inventories
Consolidated
Inventories at 31 October 2020 amounted to £46,431,000 (31 October 2019: £45,848,000), 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.
38
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
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
2020
£’000
124
101
225
2020
£’000
32,618
50
18
32,686
2019
£’000
124
87
211
2019
£’000
29,929
2,538
8
32,475
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
2020
£’000
2,930
1,000
31
2,083
2,416
8,460
2019
£’000
965
1,000
45
1,838
3,718
7,566
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.
39
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
12 Liabilities (continued)
Current liabilities
Company
Trade and other payables
Amounts owed to subsidiary companies (see note 16)
Loans (see note 15)
Accruals and deferred charges
2020
£’000
399
38
2,036
697
3,170
2019
£’000
481
38
1,837
436
2,792
Amounts owed to subsidiary companies are interest free and repayable on demand.
13 Deferred taxation
Consolidated
No deferred taxation asset has been recognised in the financial statements due to the uncertainty of its
recoverability. 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
2020
£’000
(-)
3,618
3,618
2019
£’000
2020
£’000
2019
£’000
(189)
3,624
3,453
-
-
-
-
-
-
The above potential deferred tax asset is based on a corporation tax rate of 19% (2019: 19%).
40
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
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
2020
£’000
(-)
1,550
1,550
2019
£’000
2020
£’000
2019
£’000
(92)
1,505
1,413
-
-
-
-
-
-
The above potential deferred tax asset is based on a corporation tax rate of 19% (2019: 19%).
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 2020 - 496,315,908 Ordinary Shares of 1p each
54,148,031 Deferred Shares of 24p each
626,427 Zero Coupon Redeemable Preference Shares
of 0.0001p each
31 October 2019 - 419,280,447 Ordinary Shares of 1p each
54,148,031 Deferred Shares of 24p each
2020
£’000
2019
£’000
4,963
12,996
-
-
-
-
17,959
4,192
12,996
17,188
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 7,272,728 Ordinary Shares of 1p each were subscribed for at 2.75 pence per share and
23,181,820 Ordinary Shares of 1p each were subscribed for at 1.1p per share .
In addition, and to settle certain existing liabilities, the following numbers of Ordinary Shares of 1p each were
issued: 11,240,058 at 2.75 pence per share, 35,340,855 at 1.1p per share. Finally, 626,427 Zero Coupon
Preference Shares of 0.00001p each were issued at £1 per share as part of the reorganisation of the Company’s
funding arrangements.
41
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
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.
42
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
15 Financial instruments and risk management (continued)
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 current assets, excluding the project costs capitalised, less than 1% is held in Euros, the
remainder being held in Sterling. Of the Group’s current liabilities, less than 2% is held in Euros, with the
remainder held in Sterling.
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:
Loans repayable in less than
one year
2020
2019
£’000
2,083
£’000
1,838
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 2020 and at 31 October 2019.
43
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
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 below persons
supplied in year ended
Payable as at
31.10.20
£’000
31.10.19
£’000
31.10.20
£’000
31.10.19
£’000
134
-
-
35
35
162
8
-
35
35
109
11
70
54
95
47
11
70
29
60
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 31.10.20
£’000
Receivable/(Payable) as at 31.10.19
£’000
Loyalward Limited
Loyalward Leisure Plc
32,618
(38)
29,929
(38)
44
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
17 Long term incentive plan, share options and warrants
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.
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 (left 9
October 2018)
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 Long Term Incentive Plan expired on 31 December 2019.
45
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
17 Long term incentive plan, share options and warrants (continued)
Directors’ interests in share options
31 October 2020
31 October 2019
Exercise
price
Ordinary
Shares
Expiry
date
Exercise
price
Ordinary
Shares
Expiry
date
Options
B D Bartman (see note
2 below)
B D Bartman (see note
2 below)
W C Cole (director
Loyalward Limited)
(see note 2 below)
W C Cole (director
Loyalward Limited)
(see note 2 below)
G D Cook (see note 2
below)
G D Cook (see note 2
below)
T R C Hill (see note 2
below)
1p
1p
1p
1p
1p
1p
1p
1,000,000 31/12/20
850,000
31/12/20
1p
1p
1,000,000
31/12/19
850,000
31/12/19
1,000,000 31/12/20
1p
1,000,000
31/12/19
1,711,111 31/12/20
384,615 31/12/20
377,778 31/12/20
1,233,333 31/12/20
6,556,837
1p
1p
1p
1p
1,711,111
31/12/19
384,615
31/12/19
377,778
31/12/19
1,233,333
31/12/19
6,566,837
During the year the expiry date of the above was extended to 31 December 2020 (See also Note 20 for events
after the statement of financial position date).
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 8 pence per share
Exercisable at 8 pence per share
Ordinary Shares
31.10.20
3,318,000
4,695,299
-
-
8,013,299
31.10.19
3,318,000
4,695,299
2,500,000
1,000,000
11,513,299
Expiry date
See note 1
See note 2
5/06/20
9/01/20
The weighted average exercise price of the other share options outstanding at the beginning of the period is 20
pence and outstanding at the end of the period is 25 pence.
46
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
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 was extended to 31 December 2020.
See Note 20 for events after the statement of financial position date.
Warrants
During the year warrants to subscribe for 3,147,174 ordinary shares at 2.75p per share were issued in the name
of Silja Investments Limited as part of a previously announced loan facility agreement. Subsequently, and in
accordance with the reorganisation of funding arrangement as announced, 87,276,998 warrants in the name of
Silja Investments Limited exercisable at various prices were cancelled.
The following warrants were issued during the year: 3,677,828 warrants exercisable at 2.75p per share to settle
certain liabilities, 35,000,000 warrants exercisable at 1.4p per share as part of the re-organisation of funding
arrangements as referred to above and 6,818,182 warrants exercisable at 1.4p per share as part of the placing
and subscription as announced.
These modifications etc. resulted in decrease of £567,000 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 1.4 pence per share
Exercisable at 2.5 pence per share
Exercisable at 2.75 pence per share
Exercisable at 2.75 pence per share
Exercisable at 3.0 pence per share
Exercisable at 3.5 pence per share
Exercisable at 3.5 pence per share
Exercisable at 6.0 pence per share
Exercisable at 9.0 pence per share
Ordinary Shares
31.10.20
41,818,182
-
-
3,677,828
-
-
-
458,333
-
45,594,343
31.10.219
-
7,438,520
2,522,182
17,633,132
3,626,667
50,000,000
1,765,733
458,333
1,143,590
84,588,157
Expiry date
31/05/22
9/10/23
9/10/23
12/10/23
12/10/23
9/10/23
9/10/23
26/04/21
12/10/23
See also Note 20 for events after the statement of financial position date.
47
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
17 Long term incentive plan, share options and warrants (continued)
Finance costs
Year ended 31 October 2020
Fair value of warrants issued
Loan interest
Other interest/fees
Year ended 31 October 2019
Fair value of warrants issued
Loan interest
Other interest
£,000
(567)
29
550
12
264
874
140
1,278
18 Contingent liabilities and commitments
Other than as stated in note 10, the Group has contingent liabilities in respect of directors’ bonuses and options.
The directors’ bonus scheme, which was approved by the Remuneration Committee of the board on 6
November 2019, grants the directors a variable performance award which is based on the monetised value of
the Project.
The present directors of the Minoan Group Plc have the right to purchase a total of 8 Villas between them
under the Villa Participation Scheme. The right allows them to purchase the properties at cost plus 10% upon
commencement of construction.
19 Operating lease commitments
The Group has no future minimum lease commitments in respect of non-cancellable operating leases.
20 Shareholder Loyalty Scheme
The land on which the Group's Project in Crete will be constructed is held on a long lease and, as a result, any
properties offered to purchasers will be on an equivalent title. Since inception, as part of the Group’s financing
arrangements and as a potential reward for loyalty for staff and others, notably through the Shareholder
Loyalty Scheme which was placed under review in 2011, the Group offered discounts to potential purchasers
of properties in the Project. The properties range from apartments with fractional/shared ownership and
apartments and villas, which may or may not be part of a “serviced offering”. The potential sums involved are
not material in the context of the Project as a whole.
48
Minoan Group Plc (Registered number: 03770602)
Notes to the Financial Statements (continued)
Year ended 31 October 2020
21 Events after the reporting date
The expiry dates of options to subscribe for a total of 11,252,136 ordinary shares at 1p per share were extended
to 31 December 2021.
On 22 December 2020 a total of 16,136,364 ordinary shares of 1p each were issued at 1.1p per share. Of these
12,500,000 shares were issued as part of a placing and 3,636,364 shares were issued to settle liabilities
On 22 March 2021 a total of 23,363,636 ordinary shares of 1p each were issued at 1.1p per share. Of these
17,000,000 shares were issued as part of a placing and 6,363,636 shares were issued to settle liabilities.
On 31 March 2021 the Company subscribed £10,000,000 for 2,000,000 ordinary shares of 25p each at £5.00
per share in its subsidiary company Loyalward Limited, utilising part of the sums owed to it by that company.
Post balance sheet, the Covid-19 pandemic has continued to have an impact on the Group’s operations. This
may affect the timeline for the completion of the Cretan Project but the Project is, in any event, a long term
development. As the pandemic abates, the Board of Directors is confident that the Group can continue on its
path to the monetisation of its investment in Crete.
49