Minoan Group Plc Acquisition of John Semple Travel Limited and Suspension of Trading
Minoan, the AIM listed travel and leisure company is pleased to announce further progress in the Group's strategy of developing its travel and leisure business with the signing of a sale and purchase agreement ("SPA") on 9 September 2011 to acquire the entire issued share capital of John Semple Travel Limited ("JST"), a successful online and retail travel agent based in Scotland (the "Acquisition").
The Acquisition will constitute a reverse takeover under the AIM Rules and is therefore conditional, inter alia, upon the approval of Minoan's shareholders at a general meeting. An admission document giving details of the proposals and incorporating a notice convening a general meeting will be posted to shareholders shortly.
Until such time that an admission document in respect of the proposed enlarged group is published, the ordinary shares of 1p each in the Company ("Ordinary Shares") will be suspended, effective 7:30 a.m. on 12 September 2011.
JST specialises in cruise, golf and ski travel. It operates via the internet and from one retail outlet and a call centre. For the year ended 31 March 2011, JST reported profits after tax of £0.2m on a total transaction value of £17.5m and sales of £1.3m. The published net assets of JST at 31 March 2011 were £0.4m.
The directors believe JST's normalised profit before tax to be £0.32m, when adjusted for exceptional costs but prior to any benefits under new ownership. These benefits will include the ability to link the brands Cruise Kings and Canada Kings, currently operated by JST, with Cruise 118 and Sunwing Airlines of Canada respectively.
Following the Acquisition, the first cluster of businesses will have been substantially completed. As the Group acquires further clusters in different regions it is anticipated that critical mass affording local and national economies of scale will result in the profitability of the whole being increased. In addition to growth by acquisition, the Group proposes to enter into further strategic partnerships and build on the existing online presence. The Board believes that such partnerships can be secured due to the management team's contacts in the sector gained over many years.
Consideration payable and other conditions of the SPA
Pursuant to the SPA, the entire issued share capital of JST will be acquired for a consideration of £2,000,000 of which £1.4 million is payable in cash and the balance is to be satisfied by the issue of Ordinary Shares.
The SPA contains a long stop date of 24 October 2011 (or such later date as agreed between the parties).
The Acquisition is conditional upon:
- the vendors delivering to Minoan, a duly signed warranty certificate;
- the placing having become unconditional in all respects (save for admission and admission of the consideration shares to trading on AIM in accordance with the AIM Rules for Companies) and not having been terminated prior to completion; and
- Minoan having received the net proceeds of the placing.
The net proceeds of the placing will be used to satisfy the £1.4m consideration payable pursuant to the Acquisition agreement and the balance to enhance the Company's working capital position.
Christopher Egleton, Minoan Chairman, commented:
"I am delighted that following this acquisition our first cluster in Scotland will have been substantially completed. We have continually stated the benefits of growing operations in the travel and leisure sector and this latest deal highlights the rapid progress we have made to date.
In Greece, we continue to focus on bringing the Crete project to fruition. The current acquisition is transformational in terms of the Group's profits and balance sheet.
We are firmly focused on creating a travel business which will improve profits incrementally through management input, synergies and marketing. The acquisitions made to date will be invaluable in the creation of shareholder value as our strategies are implemented and further clusters are grown."