14 July 2016

Interim Results Announcement

Minoan Group Plc

(the "Group" or the "Company" or "Minoan")

announces its unaudited interim results for the 6 months ended 30 April 2016

HIGHLIGHTS

·      Group total transaction value up by circa 15% to £33,106,000 from £28,723,000

·      Travel and Leisure gross profit up by circa 19% to £3,544,000 from £2,981,000

·      Travel and Leisure profit at EBITDA level increased by circa 12% to £332,000 from £297,000

 Christopher Egleton, Minoan Chairman, said:

"We are very pleased that we have made progress across both our key operating divisions over the past six months. Our Travel Business has continued to expand organically and invest for future expansion while with regard to our Crete Project, we are encouraged by the shortest possible delay in the hearing of the appeals against the issuance of the Presidential Decree ("PD") granting outline planning consent for the Group's project in Crete and the fact that the PD has already been judged to be legal by this court on two occasions. In summary, I believe we have never been closer to fulfilling our substantial potential."

The Company's unaudited interim results for the 6 months ended 30 April 2016 can be viewed on Minoan's website, www.minoangroup.com, with effect from 14 July 2016.

For further information visit www.minoangroup.com or contact:

Chairman's Statement    

Introduction

In reviewing the 6 months ended 30 April 2016 during the current momentous events in the UK I am pleased that the Group was able to make progress in both divisions.  

In summary, our travel business continued to expand organically and invest for future expansion whilst in Greece, albeit as usual the subject of appeals, the Presidential Decree ("PD") granting the equivalent of outline planning permission for the Project was issued on 11 March 2016.

Greece

The general situation in Greece appears to have become more stable. Funds from the current 'Bailout' have been released and the Banks have been recapitalised. These two factors alone are expected to lead to more activity in the economy which, after so many years of austerity, is a welcome development.

The very short delay of the hearing date for the appeals against the issue of the PD to 16 September 2016 is, we are advised, the first possible date after the Council of State's summer recess. Your Board and I hope that the Court will reach an early decision and are encouraged by the fact that the PD has already been judged to be legal by this Court on two occasions.

In the meantime, in light of the Greek Government's continued support for Foreign Direct Investments, we continue to make progress with the Project itself as well as with a number of discussions taking place with potential partners and financing institutions.

Travel and Leisure ("T&L")

The first six months of the year have been marked by two principal matters.

First, continued organic growth which has seen an increase in gross profit by circa 19% to £3,544,000 from £2,981,000. This has been achieved against the negative background of reduced demand in our market in Turkey as a result of security concerns.

Second, notwithstanding further significant investments for the future expansion of the business, I am pleased to report that at the EBITDA level profit has increased by circa 12% to £332,000 from £297,000. These investments were in 'soft' infrastructure and the June opening of a new hi-tech service centre in Ayr to facilitate the ongoing growth of our web based businesses, which now account for roughly two thirds of our total transaction value.

Stewart Travel and its brands are agency businesses and as such do not carry the fixed cost or significant foreign exchange risks associated with suppliers of 'product' such as tour operators, hotels and airlines.

We continue to progress various options to facilitate future growth for the travel business, particularly through acquisitions, for the best advantage of the Group as a whole.

Outlook

In Greece the Court hearing in September is of prime importance. We have confidence in the Greek justice system and hope for an early decision. Meanwhile, we continue to prepare for a successful outcome and the crystallisation of value for shareholders.

Chairman's Statement (continued)     

Outlook (continued)

Discussions regarding the plans for our travel business are in progress with advisors and others. I expect to be able to give shareholders more information in the near future.

The 'Brexit' vote, together with its effect on Sterling, may have significant impacts on both our businesses. In travel it is likely to put up the cost of travel and holidays, which may affect the level of bookings going forward although increased prices may also result in higher commission. The effect in Greece is that the underlying value of the Project, which is based on Euros/Dollars, means that a lower Sterling exchange rate will lead to an increase in the equivalent Sterling value.

In conclusion, whilst there are momentous events over which we have no control, we have never been closer to fulfilling our substantial potential.

Christopher W Egleton

Chairman

14 July 2016

Unaudited Consolidated Statement of Comprehensive Income

6 months ended 30 April 2016

Unaudited Consolidated Statement of Changes in Equity

6 months ended 30 April 2016

6 months ended 30 April 2016

6 months ended 30 April 2015

Year ended 31 October 2015

Unaudited Consolidated Balance Sheet as at 30 April 2016

Unaudited Consolidated Cash Flow Statement

6 months ended 30 April 2016

Notes to the Unaudited Consolidated Cash Flow Statement

6 months ended 30 April 2016

1             Cash flows from operating activities

Notes to the unaudited interim results

6 months ended 30 April 2016

1. General information

The Company is a public limited company incorporated in England and Wales and quoted on AIM. The Company's principal activity in the period 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 in the operation of independent travel businesses, through which the Group provides a broad range of services including, inter alia, transportation, hotel and other accommodation and leisure services.

2. Basis of preparation

The interim financial statements are unaudited and do not constitute statutory accounts as defined in Section 434(3) of the Companies Act 2006. A copy of the audited Report and Financial Statements for the year ended 31 October 2015 has been delivered to the Registrar of Companies. The auditor's report on these accounts was unqualified and did not contain statements under s498(2) to s498(4) of the Companies Act 2006. The Report and Financial Statements for the year ended 31 October 2015 were approved by the Board on 30 March 2016.

The interim financial statements for the 6 months ended 30 April 2016 comprise an Unaudited Consolidated Statement of Comprehensive Income, Unaudited Consolidated Statement of Changes in Equity, Unaudited Consolidated Balance Sheet and Unaudited Consolidated Cash Flow statement plus relevant notes.

The interim financial statements are prepared in accordance with EU adopted International Financial Reporting Standards ("IFRS") and the International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.

The principal accounting policies adopted in the preparation of the interim financial statements are consistent with those adopted in the Report and Financial Statements for the year ended 31 October 2015.

Going concern

The interim unaudited financial statements have been prepared on the going concern basis.

The directors have considered the financial and commercial position of the Group in relation to its project in Crete (the "Project") and also in respect of its travel and leisure business. 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 has been published in the Government Gazette. The planning rules for the Project are now enshrined in law.  Appeals against the Presidential Decree have been lodged and the hearing by the Greek Council of State of these appeals will be on 16 September 2016.

The directors consider it relevant that having completed financial joint venture agreements prior to the above, and any other consents, 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.

In addition to specific Project related matters as noted above, and as has been the case in the past, the Group continues to raise capital in order to meet its existing working capital requirements and the directors consider that any necessary funds will be raised as required.

Notes to the unaudited interim results (continued)

6 months ended 30 April 2016

2. Basis of preparation (continued)

Going concern (continued)

With a number of acquisitions in the planned expansion of its Travel and Leisure business having been completed over period of time, the Group is now generating profits and cash flow within this sector of its activities.

Having taken these matters into account, the directors consider that the going concern basis of preparation of the financial statements is appropriate.

3. Segmented 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;

·      the Travel and Leisure division (UK), being the operation and management of the travel businesses; and

·      the corporate development division (UK) as described above.

Notes to the unaudited interim results (continued)

6 months ended 30 April 2016

3. Segmented information (continued)

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.

Notes to the unaudited interim results (continued)

6 months ended 30 April 2016

3. Segmented information (continued)

Notes to the unaudited interim results (continued)

6 months ended 30 April 2016 

3. Segmented information (continued)

4. 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.

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.

The Group conducts an annual impairment test on the carrying value of goodwill based on the recoverable amount of two cash generating units: the Project and the Travel and Leisure business.

The directors consider that there have been no indicators of impairment of goodwill for either the Project or the Travel and Leisure CGU since the last annual review and therefore do not consider that an interim review is required.

Notes to the unaudited interim results (continued)

6 months ended 30 April 2016

5. Loss per share attributable to equity holders of the Company

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 period. Diluted earnings per share are calculated by adjusting basic earnings per share to assume the conversion of all dilutive potential ordinary shares. There are no dilutive instruments in issue, 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 6 months ended 30 April 2016 was 188,729,546 (6 months ended 30 April 2015: 177,502,902, year ended 31 October 2015: 182,214,717).

6. Share based payments charge

In accordance with IAS 32, the share based payments charge in respect of warrants finance charges shown above has been included in Finance costs in the Unaudited Consolidated Statement of Comprehensive Income.