GROUP
OVERVIEW

JUEL Group P.L.C. is the holding and finance company of the Group and was incorporated in January 2022 for the purpose of financing its Subsidiaries’ respective projects, as and when the case requires. JUEL Group P.L.C. does not carry out any trading activities of its own and its revenue is limited to the dividends it shall receive from its Subsidiaries and affiliate companies and principal and interest due under intra-group loan agreements.

JUEL Group P.L.C. acquired the entire issued share capital of its four subsidiaries – JUEL Hospitality Ltd, JUEL Holdings Ltd, Muscat Holdings Ltd and Muscat Holdings (II) Ltd on 22 December 2022, through a share for share exchange process which enabled the Group’s majority shareholder, Adrian Muscat, to consolidate the operations of the Guarantors through a holding structure. On 14 April 2023, the Issuer acquired 33.33% of the entire issued share capital of GAP Group Investments (II) Ltd. GAP Group Investments (II) Ltd is the 99.99% shareholder of the GAP Group, a group of companies which operates in the property development sector.

On 27th June 2023, JUEL Group P.L.C. issued up to €32,000,000 5.5% Secured Bonds 2035. The bond interest is payable annually in arrears on 27th June. The bonds have been admitted to the Stock exchange on 4th July 2023.

In 2024, JUEL Group P.L.C. issued two tranches amounting to Eur 5,000,000 6.5% Unsecured Notes 2027-2029. On 22nd April 2024, the Group issued one tranche amounting to Eur 3,500,000 which interest is payable annually in arrears on 18th April. On 28th May 2024, the Group issued another tranche amounting to Eur 1,500,000 which interest is payable annually in arrears on 24th May.

Board of Directors

Adrian Muscat – Executive Chairman
Justin Cutajar – Executive Director
Dennis Gravina – Non-Executive Director
Robert Aquilina – Non-Executive Director
Mario Camilleri – Non-Executive Director

Company Secretaries

Karen Coppini – Company Secretary

The Audit Committee

The Audit Committee’s primary objective is to assist the Board of Directors in fulfilling its oversight responsibilities over the financial reporting processes, financial policies, and internal control structure. The Audit Committee oversees the conduct of the internal and external audit and acts to facilitate communication between the Board, management, and the internal and external auditors. The external auditors are invited to attend Audit Committee meetings. The Audit Committee reports directly to the Board.

The terms of reference of the Audit Committee include support to the Board in its
responsibilities in dealing with issues of risk, control and governance, and associated assurance of the Issuer. The Board has set formal terms of establishment and the terms of reference of the Audit Committee which set out its composition, role and function, the parameters of its remit as well as the basis for the processes that it is required to comply with.

Briefly, the Audit Committee is expected to deal with and advise the Board of Directors on:

(a) its monitoring responsibility over the financial reporting processes, financial policies, and internal control structures;

(b) maintaining communications on such matters between the Board, management, and the external auditors; and;

(c) preserving the Issuer’s assets by assessing the Issuer’s risk environment and
determining how to deal with those risks.

In addition, the Audit Committee has the role and function of evaluating any proposed transaction to be entered into by the Issuer and a related party to ensure that the execution of any such transaction is at arm’s length, on a commercial basis and ultimately in the best interests of the Issuer.

Furthermore, the Audit Committee has the role of assessing any potential conflicts of interest between the duties of the Directors and their respective private interests or duties unrelated to the Issuer.

All three Directors sitting on the Audit Committee are independent non-executive Directors. Audit Committee members are appointed for a period of three years, unless terminated earlier by the Board.

The Committee members are:
Mario Camilleri – Chairman
Robert C Aquilina – Member
Dennis Gravina – Member

Mario Camilleri is the independent non-executive Director who is competent in accounting and, or auditing matters in terms of the Capital Markets Rules. The chairman of the Audit Committee, appointed by the Board, is entrusted with reporting to the Board on the workings and findings of the Audit Committee.

Pursuant to its terms of reference, the Audit Committee’s remit covers the Issuer and each of the Guarantors.

Compliance with the Code of Corporate Governance

Prior to the existent Bond Issue, the Issuer was not regulated by the Capital Markets Rules and accordingly was not required to comply with the Code of Principles of Good Corporate Governance forming part of the Capital Markets Rules (the “Code”). As a consequence of the Bond Issue, the Issuer shall comply with the Code to the extent that this is considered complementary to the size, nature, and operations of the Issuer as a debt issuer.

The Issuer supports the Code and is confident that the application thereof shall result in positive effects accruing to the Issuer.

Going forward, in view of the reporting structure adopted by the Code, the Issuer shall, on an annual basis in its annual report, explain the level of the Issuer’s compliance with the principles of the Code, in line with the “comply or explain” philosophy of the Code, explaining the reasons for non-compliance, if any.

So far the Board considers the Issuer to be in compliance with the Code save for the following exceptions:

Principle 7 (Evaluation of the Board’s Performance): The Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of the Board itself (more than half of which is composed by independent non-executive Directors), the Issuer’s shareholders, the market and all of the rules and regulations to which the Issuer is subject as a company with its securities listed on a regulated market.

Principle 8 (Committees): The Board considers that the size and operations of the Issuer do not warrant the setting up of remuneration and nomination committees. In particular, the Issuer does not believe it is necessary to establish a nomination committee as appointments to the Board are determined by the shareholders of the Issuer in accordance appointment process set out in the Issuer’s Memorandum and Articles of Association. The Issuer considers that the members of the Board possess the level of skill, knowledge and experience expected in terms of the Code.

Principle 9 (Relations with Shareholders and with the Market): currently there is no
established mechanism disclosed in the Memorandum and Articles of Association of the Issuer to trigger arbitration in the case of conflict between the minority shareholders and the controlling shareholders. In any such cases should a conflict arise, the matter is dealt with in the Board meetings and through the open channel of communication between the Issuer and the minority shareholders via the office of the company secretary. In addition, such requirement in the Code is, in the Board’s view, targeted at equity issuers rather than debt issuers.

Company Details:

Full Name: JUEL Group P.L.C.
State: Active
Registration Number: C 101395
Registration Date: 24-01-2022
Registered Address: Hyatt Centric Malta, Triq Santu Wistin, San Giljan, SWQ 3312, Malta

Authorised Shares:

Number of Authorised Shared: 20,000,000
Total Authorised Shares Value: 20,000,000.00
Number of Issued Shares: 19,066,227
Total Issued Shares Value: 19,066,227.00