Clear Leisure Share Discussion Threads

[rkbeekeeper] 16/3/2017 12:01

Let us assume you don’t live on your own and you share a house with another sheep (not implying anything illegal or unnatural)

You and your other half share ownership of your Pen sorry House and you have a secured mortgage on it along with a second and third charge which was taken out to repay some personal debt (loans and Credit Cards and large purchase of CLP shares in the old days of Brainspark). But all the debt secured on your House is greater than its current saleable value so you would not sell under current market conditions.

But you do want to sell your house but first you have to tidy up the mortgage and second and third charges. Now your main Mortgage provider has first call on any sale proceeds, likewise the other two want whatever they can get. Now you are not going to sell your house if it would not clear all the debt, would you? If you did you would be flung out into the field (sorry street)

So what I would advise you to do from my previous life as a Financial Advisor is to negotiate with the second and third charge holders, to offer them something to remove their charge. Assuming you have something to offer, often Lenders will take something as it is better to recover a portion than nothing at all.

You sell your remaining CLP shares and offer 25% of the debt to second and third charge holders. You market your home in Farmers Weekly (or whatever publication you sell to fellow Sheep)

You time it perfectly, and a Mug (RKBeekeper, MrPhilJones, Dice1950, Vauch , Longshanks, Maxmarilli or even Brando89) come and offer you silly amounts of grass (sorry money) and you sell your House at a Profit and you live to see another day.

Does this sound familiar?

RKB

[sheep_herder] 16/3/2017 11:26

The current price is fair given the possibility that they continue to form and don't realise any value from the assets they have. History tells us that they're not too hot at this side of the business.

The price you hope to sell for only becomes a fair price if they actually sell an asset. In which case we can all rejoice and move on. Until such a time, the company is worth sod all.

[mrphiljones] 16/3/2017 11:22

Why would they have to that its just not gonna happen fella....

[sheep_herder] 16/3/2017 11:17

If they had to write off all the remaining assets, what do you feel is a fair price?

[mrphiljones] 16/3/2017 10:57

ROTFLMAO "price fairly" your jesting right?.....:-)))

[rkbeekeeper] 16/3/2017 10:52

Well buy some Sheep if you think it is priced fairly.

Would you buy an over priced Tractor?

RKB

[sheep_herder] 16/3/2017 10:39

I don't think it's farcical. What have they done with previous assets aside from write them off.

It has potential but until they walk the walk instead of just talking the talk, it's priced fairly.

[rkbeekeeper] 16/3/2017 10:39

Correct it is all only paper profits. It would be nice if the cash actually came in.

What we are never informed about is where the debt buy back was from. BOD are not able or willing to tell us as that. BOD have not shown their hand and they never do that unless they are prompted!

The first we will know about anything is when BOD issue an Operational Update.

Going forward, the BOD will have to allocate a full day for their AGM as I will have sufficient questions for all the BOD to answer as we, the Shareholders, who are basically the owners of the Company are starved of information (unless you are Swiss)

Please continue to Post Longshanks as I have said on a few occasions we need an open debate so that we can hear opposing views as I am not perfect and can make mistakes just like anybody else.

RKB

[mrphiljones] 16/3/2017 10:32

Agree on the basis something is only worth what someone's prepared to pay for something however I think we can all agree the current MC is farcical.....

[longshanks] 16/3/2017 10:23

Thanks for your forensic analysis of the accounts RKB. Much appreciated.My only concern here is the nature of this much heralded profit.To date they have reduced the debt which is great but any profit arising will be purely on paper: there is no cash flow associated with it. Furthermore, unless and until they sell an asset and generate some cash it is all rather fanciful to discuss what the assets are actually worth. Their true value (net of any covenants and debt) could be substantially less than what has been declared to date.

[rkbeekeeper] 16/3/2017 09:56

Clear Leisure 2017 Ltd

As we now know through the efforts of Crazy88 that CLP has formed a new company on 9th March 2017 called Clear Leisure 2017 Ltd

When you look at Companies House and the guidelines for setting-up a LTD company there are three main reasons for doing this.

1 It is legally separate from the people who run it.

2 Has separate finances from your personal ones.

3 Can keep any profits it makes after paying tax.

There are only two people connected to Clear Leisure 2017 Ltd, James Gordon as company secretary and Francesco Gardin as the only Director. James Gordon is also CLP’s secretary and Francesco Gardin is our CEO and Executive Chairman.

We could speculate all day and the negative Posters, who either do not hold or are extremely bitter due to their past experience with our Company in the days when it was called Brainspark would have a field day.

What we can say is that when our 2016 results come out in June 2017 and they show a Profit of about £1.8 million (as I have posted earlier this month on known transactions that will come straight through to the bottom line) our accounts are going to be produced in GB £ not Euro.

This new company Clear Leisure 2017 Ltd is currently dormant and the Professor will activate it when it is appropriate.

RKB

[sheep_herder] 16/3/2017 09:25

They'll package it up so that the directors and Eufingest hold all shares in the new company and reverse into CLP at 0.8p. Simples.

:-) Pessimistic much?

[rkbeekeeper] 16/3/2017 09:07

I took this from LSE as Crazy88 does not post on ADVFN

Just wanted to start by saying that I don't think RKB ever sleeps.

On March 9th, a new company was incorporated here in the UK. We know that the professor was in here in the UK that week as well.

The new company name is CLEAR LEISURE 2017 LIMITED

Company number 10661074.

Why is this of interest to us? Well congratulations fellow shareholders because CLP actually owns this company....

What is happening now, well your guess is as good as mine. But maybe assets and debt are being split and CLP is being primed for a rto? Maybe a conditional sale is pending?

Your thoughts RKB?

[vauch] 16/3/2017 08:12

Now that must of taken some time and very much appreciated.

It is good to have a start to near finish on one asset

[dice1950] 16/3/2017 06:10

wow RKB great work

[royalalbert] 16/3/2017 05:53

Jeeezzzz, RKB that is sterling work and very informative, does crazy keep in contact with you. Do look over on LSE boards more posts than on here with a few decent posters.

p.s are you in another part of the world or a light sleeper.

[rkbeekeeper] 16/3/2017 02:56

Mediapolis Part 10

On the 30/06/15 an RNS was issued and the BOD advised that the Legal Claim against Regine Piemonte for 39.9 million damages is set for its first court hearing in October 2015

On the 30/09/15 an RNS was issued and the BOD advised that the value of Mediapolis was being written down by 15 million and the Board says it is possible that further write downs may be required.

On the 30/03/16 an RNS was issued and the BOD to let us know that a new sole director for Mediapolis was appointed by Clear Leisure. Mediapolis owns about 50 hectares of land alongside a main highway in Northern Italy, 10 Villas in Sardinia. Also there is a claim by Mediapolis against Piedmont Region for various failings in planning permission for 39,650,000.

On the 12/09/16 an RNS was issued and the BOD to reiterate that the gross carrying value of the land owned by Mediapolis is 13,000,000 and the 10 villas in Sardinia is 5,100,000

There is not much more that I can say regarding Mediapolis, has the BOD lined it up for sale? Don’t know.

Has the BOD sorted out the debt position so as to be able to package some of the assets within Mediapolis so as to facilitate as sale? Don’t know.

What next then if not being sold?

Well I am looking forward to Crazy88 on LSE Posting the follow-up and it is dynamite.

RKB

[rkbeekeeper] 16/3/2017 02:52

Mediapolis Part 9

On the 15/12/14 an RNS was issued to let us know that the Company had rejected the two offers received for Mediapolis as they were “too low” and were restricted by certain conditions. Company looks forward to finding a buyer in 2015.

Now let’s re-look at what BOD is saying here. The two offers were too low. Yes there were conditions attached but the money offered was 7 million in cash! And no debt and it is too low, so in December 2014 BOD think we will get more in 2015 (but it did not happen)

On the 12/01/15 an RNS was issued to let us know that Board of Mediapolis has signed a mandate with Avalon Consulting to assist with the disposal of the development rights for price of 35,600,000. The sale mandate covers Avalon Consulting marketing the land and development rights for a cash price in the region of 22,000,000 or via an asset exchange for a liquid listed stock of an authorised real-estate fund in the region of 34,000,000. Avalon Consulting is a leading Italian Real-Estate advisory company which acts as a consultant and appraiser for many of the most prestigious companies or funds.

On the 2/02/15 an RNS was issued to let us know about the unaudited annual accounts of Mediapolis up to 31/12/14
Profit before tax 7,425,326 shareholder equity net of all debt of 24,346,116.

On the 24/02/15 an RNS was issued to update us on Mediapolis. It was a small fundraising but the only point of interest is the fact CLP holds 71.2% direct investment in Mediapolis Investment SA (Luxembourg) Now do you recall the bit in Part 2 above? Well I have re-stated it below:

There was an RNS issued on 25/03/13 and the BOD announced that the Company confirmed that the debt mentioned above of £2,704,594 was bought back from CACEIS Bank Luxembourg and that its outstanding debt which was £7.2 million was now £1.4 million.

Now this is starting to look like this debt is to do with Mediapolis.

RKB

[rkbeekeeper] 16/3/2017 02:49

Mediapolis Part 8

On the 18/08/14 an RNS was issued to let us know that Company had received a formal letter from the Government of Regione Piemonte in support of the Mediapolis project. Within the letter it confirms the rights of the building licence as well as the commercial rights owned by Mediapolis. The Boar further advises that the Regione Piemonte also confirms its full administrative support to provide all the necessary documentation within the next 18 months.
What this basically means is ‘please do not sue us and we will do all we can to sort this out but as we only work 2 hours a week it will take us 18 months.

The RNS goes on to say that the Mediapolis licences are also granted rights of transferability onto other parcels of land within the Regione Piemonte. This will allow the Company to separate the land asset from the rights in the licences and seek buyers for the assets separately.

We have licences owned by Mediapolis which are confirmed by Regione Piemonte for
100,000 sqm for commercial use
30,000 sqm for hotels
10,000 sqm for boutique shops
5,000 sqm for logistics
15,000 sqm for common areas

It is the intention of the Company to shortly offer the licences on the open market and the Company is of the opinion that there is demand for the licences in the region from existing business that own brownfield land for which building approval is being sought but has not yet been granted.

On the 28/10/14 an RNS was issued to let us know that CLP had issued Bonds so that we could participate in the funding of Mediapolis to provide working capital for the professional fees to separate the license assets from the land assets. As a result of this funding we now increase our stake in Mediapolis from 69.5 to 88% (we really have 88.04%)

RKB

[rkbeekeeper] 16/3/2017 02:47

Mediapolis Part 7

On the 21/03/14 an RNS was issued to say that the Ivrea Court hearing due to take place today was postponed until 11/04/14

On the 14/04/14 an RNS was issued to say that the Company presented all relevant documentation and financial warranties to the Ivrea Court on 11/04/14 as scheduled. The Directors are confident the Company’s case was received positively and will update shareholders as to the final ruling of the court once the judge has considered all the aforementioned documents.

On the 13/05/14 an RNS was issued to say Ivrea Court met as expected on 9/05/14 to discuss the Mediapolis land settlement, however as of today no ruling has yet been provided and a new hearing has been arranged for 23/05/14 when additional information may be requested but BOD cannot anticipate the nature of this information.

On the 23/05/14 an RNS was issued to say Ivrea Court has not accepted the Companies proposal. The reason for the decision was due to the Company not being able to secure final construction permit from the Piedmont Region Local Authority in a reasonable time frame. The court was satisfied with the proposed building plan (which has been in place since 2009) also the Court was satisfied with the conditional offers the Company has received from interested third parties and the financial restructuring plan to satisfy Mediapolis’s debtors of Euro 12 million. Also the Company has the right to resubmit its proposal following the local elections of the Regione Piedmonte which are being held on 25th May 2014 (in two days time)

Our BOD stated that the negative court decision need not compromise its negations with the prospective buyers in which it remains in negotiations. It will continue to work hard to secure final building permit from Regione Piedmonte.
On the 30/05/14 an RNS was issued to say our CLP had lodged a claim against the Regione Piemonte for Euro 34.5 million. The Company believes that the new President of Regione Piemonte will consider this issue quickly.
On the 13/06/14 an RNS was issued to say that the mayor of Albiano d’Lvrea has agreed to present the Mediapolis Project to Italy’s Prime Minster as one of the projects of public interest to be included in the “Sblocca Italia” legislation. This is because there is a special initiative by Italy’s Prime Minister Renzi to allow the mayors of all Italian towns and cities the discretion to put forward specific projects that have been blocked by past and current local councils.

The mayor of Albiano d’Lvrea considers the Mediapolis Project to qualify as a good example of a local council inefficiency as the project has been waiting for final approval for its construction permits since 2009.

So now you can see it is not CLP or Mediapolis Board who are at fault here but the local council who are not doing their job.

RKB

[rkbeekeeper] 16/3/2017 02:45

Mediapolis Part 6

On the 23/01/14 an RNS was issued by the Ivrea Tribunal regarding Mediapolis’s “procedura di Concordato in Continuita” Our BOD said they were pleased with the initial positive reply from the Tribunal with the formal nomination by the tribunal of an external independent professional assessor, who has been charged to evaluate the quality and feasibility of the proposed plan submitted by the Company.

This independent evaluation has to be presented to the tribunal on or before 15 February (2014) following which the court, should the assessment be positive, will make its formal approval of the plan.

On the 27/02/14 an RNS was issued regarding the tribunal.

The Tribunal Court of Ivrea has decided that due to the complexity of the Mediapolis restructuring plan, more information is required specifically regarding the building permit and the financial coverage of Euro 12 million debt position (my take on this bit is that the debt part is a real sore point with the powers that be, hence why Professor is still to this very day working on the debt)

The Court requires this additional information by 21 March 2014 when it will re-adjourn to make its decision.
In case of a positive outcome of the Mediapolis court hearing and the expected subsequent sale of the Company’s stake in Mediapolis the board is proposing to pay a special dividend equivalent to £4 million or 2p a share based on the current actual number of shares outstanding (at today’s date we would receive about 1.4p per share)

RKB

[rkbeekeeper] 16/3/2017 02:43

Mediapolis Part 5

On the 7/01/14 an RNS was issued regarding an “Additional Unsolicited Offer” for Mediapolis.

This “Binding Proposal” was made by Fornest Ltd a UK Investment Company which manages the interests of certain Italian Investors.

The offer is basically the same as the previous one i.e. Euro 20 Million in cash which Euro 7 Million to CLP and 13 Million to settle Mediapolis debts

On the 13/01/14 an RNS was issued regarding some important valuation facts and figures that was a legal requirement of the Ivrea Tribunal regarding the formal proposal for the restructuring of the Mediapolis debt.

All Values in Euro

1 Certified value of Albiano d’Lvrea Mediapolis Land 35,600,000
2 Certified value of the Liscia di Vacca Properties owned by Mediapolis 2,418,000
3 Certified value of other company assets owned by Mediapolis 1,800,829
Total value of the Mediapolis Assets 39,818,929
Total Mediapolis liabilities 14,004,742

Total value of Mediapolis liabilities to be paid following approval by the tribunal will be about 16,218,929.

Liabilities attributable to different assets:

The land of Albiano d’Lvrea (the project) 10,264,229
Related to other assets 5,954,700
Mediapolis NAV:
Based on the values presents in the plan, on approval, the Net Asset Value of Mediapolis has been established as Euro 23,600,000 of which
Euro 25,335,771 is related to Albiano d’Lvrea Land
Euro (1,735,771) negative value is related to Liscia di Vacca properties and other assets.

Total funds required in supporting the debt free project:
The proposal requires the company to cover all its creditors and payables based on the plan, to achieve a debt free company is as follows:

Euro 12,000,000 (10,264,229 + 1,735,771)

The Board of Mediapolis has decided that the debt restructuring is the best way to protect the value of the investment in the Mediapolis project against claims from creditors. Etc Etc....

Now my take on all this at this date January 2014? Well you can see it is complicated. The Tribunal more or less came up with an accurate value of the assets and debt which was net value of Euro 23,600,000.
Now our current BOD have been further reducing debt by buying it back at discount, but I cant say 100% the debt was attributed to Mediapolis but it could have been.

Now we have a Tribunal say net assets in January 2014 are worth 23,600,00 and CLP have down valued our stake of 84.04% (we don’t own all of it) to 13 million but if you take 84.04% of 23,600,000 we have about 19,918,400 not 13 million and this 19,918,400 is net as there is no debt attached to it.

I have to conclude that this asset is ripe for divestment and somebody is going to get a bargain.

PS and the Professor has his work cut out, will need to send him on a short vacation to one of OUR holiday villas in Sardinia (he can have a 10% discount providing he goes out of season)

RKB

[rkbeekeeper] 16/3/2017 02:39

Mediapolis Part 4

On the 24/06/13 an RNS was issued for the Year End Results for Clear Leisure.

The BOD begin by saying no further progress regarding sale of Mediapolis. Then they go on to say they are continuing to look for buyers for this Asset.

On the 22/11/13 an RNS was issued regarding “Offer for Mediapolis”

BOD said they received an unsolicited but biding fully financed offer from Generali Investimenti Holding (a Milan based building contractor) by a Bank guaranteed proof of funds covering the full purchase price. In the event that the offer is accepted by the BOD of CLP then Generali could pay

Option 1 Euro 20 Million in cash which Euro 7 Million to CLP and 13 Million to settle Mediapolis debts
Point to note is we are now aware at November 2013 the debt apportioned to Mediapolis is Euro 13 Million (I may have more to say on this in later Posts)

Option 2 Euro 30 Million of which Euro 13 million in cash to repay debts and CLP to receive unencumbered Real Estate Assets of Euro 17 Million

Point to note here is that with no debt liability to CLP we would retain assets of Euro 17 million.

As all Long Term Shareholders know we never did sell this asset or receive any cash but... on our full results RNS issued on 30/06/16 Professor said after a detailed professional valuation the carrying value would be reduced by a further Euro 7 Million to Euro 13 Million

When you take all the information we have then you have to ask yourself what is going on? In Late 2013 Mediapolis worth Euro 20 million cash or even 17 million and no debt and last year the Professor says (after professional valuation) it is worth 13 million with debt!

It appears to me this asset is ripe for divestment and somebody is going to get a bargain.

RKB

[rkbeekeeper] 16/3/2017 02:36

Mediapolis Part 3

On the 15/04/13 an RNS was issued for the Year End Results for Mediapolis.

BOD stated that the consolidated accounts had been audited and that their year end date was 31/12/12 (the same as our Year End Date)

Net Assets Euro 27 million and a Loss of Euro 500K due mainly to mortgage interest payments of Euro 300K. Land asset valued at Euro 47 million but BOD decided to discount this by 25% and says value of Land worth Euro 35 Million. Now I do not know what sort of rate a Lender would charge on a mortgage but let’s just say 8% (this is 2012 so we are 4 years into the financial crises) so our Mortgage debt would be about Euro 3,750,000 if we are paying interest of Euro 300K

This same RNS of 15/04/13 down valued the 10 Villas in Sardinia by 39% which brought the value to Euro 5 million.

RKB

[rkbeekeeper] 16/3/2017 02:35

Mediapolis Part 2

There was an RNS issued on 6/02/13 and the BOD announced that the Company had a conditional agreement to buy back debt of £2,704,594 for cash of £1,576,165 which was expected to settle on or before 28/02/13

I cannot say if this debt was with Mediapolis but it may have been.

There was an RNS issued on 25/03/13 and the BOD announced that the Company confirmed that the debt mentioned above of £2,704,594 was bought back from CACEIS Bank Luxembourg and that its outstanding debt which was £7.2 million was now £1.4 million.

Fast forward to 23/09/16 when RNS issued on 23/09/16 and the BOD announced that Company agreed to buy back debt from an Italian Bank of “One of its subsidiaries” of Euro £1.3 million at a 76% discount a pro rata improvement of £690K (over two years, i.e £345K each year)

Again at the moment I cannot say if this debt was with Mediapolis but it may have been.

RKB