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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Clear Leisure Plc | LSE:CLP | London | Ordinary Share | GB00B50P5B53 | ORD 0.25P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.70 | 2.60 | 2.80 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMCLP
30 September 2016
Clear Leisure plc
("Clear Leisure", "the Group" or "the Company")
INTERIM RESULTS
For the 6 Months Ended 30 June 2016
Clear Leisure plc (AIM: CLP) announces its unaudited Interim Results for the 6
months ended 30 June 2016.
HIGHLIGHTS
* Operating loss for the period reduced to EUR 275,000 (H1 2015: EUR 459,000)
* Loss before tax reduced to EUR 605,000 (H1 2015: EUR 13,238,000)
For further information please contact, or visit www.clearleisure.com:
Clear Leisure
plc
+39 335 296573
Francesco Gardin, CEO and Executive Chairman
ZAI Corporate Finance (Nominated Adviser)
Tim Cofman/Jamie Spotswood +44 (0)20 7060 2220
Peterhouse Corporate Finance (Joint Broker) +44 (0) 20 7469 0935
Lucy Williams / Heena Karani
Cadogan Leander (Financial PR) +44 (0) 7795 168 157
Christian Taylor-Wilkinson
About Clear Leisure Plc
Clear Leisure plc (AIM: CLP) is an AIM listed investment company with a
portfolio of companies primarily encompassing the leisure and real estate
sectors mainly in Italy. The Company may be either a passive or active investor
and Clear Leisure's investment rationale ranges from acquiring minority
positions with strategic influence through to larger controlling positions. For
further information, please visit, www.clearleisure.com
CHAIRMAN'S STATEMENT
During the first six months of the year, the focus of management has remained
the monetisation of all of the Company's existing assets, through selected
realisations, court-led recoveries of misappropriated assets and substantial
debt-recovery processes.
As part of this policy, Clear Leisure disposed in May of its 9.9% holding in
Ascend Capital Limited for GBP50,000 and engaged several law firms for legal
actions to recover shareholder funds in the UK and Italy from its other
investments; each law firm was selected for its specialist experience in the
area specific to the individual claim.
The Board is committed to achieving significant cash return to shareholders;
the emphasis is on cash collection, not paper profits / valuation;
Moreover, the Board believes the Company will represent a particularly
attractive shell vehicle, with approximately EUR 60 million of capital and
trading loses.
Clear Leisure's largest shareholder, Eufingest, has demonstrated continuous
support to the Company, by making available convertible loans, during the first
six months of 2016 for circa GBP340,000, bringing the total amount borrowed to GBP
775,000.
In the first six months of 2016 the valuation of Company assets remains
unchanged.
Meanwhile, the Company has achieved a reduction in the operating losses to EUR
275,000, compared to EUR 459,000 for the same period in 2015.
The Company continues to pursue legal claims, amounting to some EUR 55 million
(GBP45.5 million); the value of these claims is not included on the Company's
balance sheet.
Portfolio Companies
An update on the Group's portfolio companies on 30 June 2016 is as follows
(percentage of equity held):
Mediapolis srl (84.04%): owns the land in north-west Italy designated for the
purpose of a theme park, with additional guest facilities, shops and offices,
as well as 10 holiday villas in the Porto Cervo area, the most exclusive
holiday location in Sardinia. The Company continues to pursue its EUR 39.65
million claim against the regional government of Piedmont for failing to honour
a commitment to approve the construction of the park.
As the result of a detailed professional valuation, completed in June 2016 the
gross carrying value of the development land in the Clear Leisure accounts has
been adjusted to EUR 13 million and that of the villas, to EUR 5.1 million.
SIPIEM SpA (50.17%): has a minority shareholder in T.L.T. SpA which owns a
number of real estate assets including the operating Ondaland Waterpark located
in north-west Italy.
After a protracted dispute regarding the rights attaching to SIPIEM, in May
2015 Clear Leisure finally won the rights to have its 50.17% ownership in
SIPIEM "Certified," thereby entitling the Company to have representation at
shareholder meetings and appoint the legal representative of the Company. In
July 2016 the Company voted at a SIPIEM shareholders meeting, presenting a
resolution to recover damages from former management and internal audit
committee members. The Company is confident that its imminent legal procedures
will result in a successful outcome for the Company. The Board remains
confident that its holding in SIPIEM will become a significant realisable
asset.
GeoSim Systems Ltd (www.geosim.co.il) (4.71%): an Israeli company seeking to
establish itself as the world leader in building complete and photorealistic 3D
"virtual" cities and in delivering them through the Internet for use in local
searches, real estate and city planning, homeland security, tourism and
entertainment. Autonomous car projects and other new applications will
inevitably require very detailed 3D models of cities and in this regard, the
release of GeoSim's Vancouver 3D model represents an important milestone for
the company. GeoSim technology remains one of the best options worldwide.
ORH SpA (99.3%): owns a chain of hotels in Italy and East Africa under the Ora
Hotels brand. It was put into administration in February 2014, allegedly due to
gross financial misconduct by the certain individuals associated with the
company, prior to the sale to Clear Leisure. The Company continues to pursue a
claim against these entities, with the objective to recover all the funds
historically invested, of nearly EUR 6 million in cash and shares.
Financial Review
The Company reported a loss before tax of EUR 620,000 in the six months to 30
June 2016 (June 2015: loss before tax EUR 15,573,000); operating losses for the
period were EUR 275,000 (June 2015: operating loss EUR 459,000).
The undiluted Net Asset Value (NAV) of the Company as of 30 June 2016 was EUR
0.72 million (GBP0.62 million), compared to EUR 1.34 million at 31 December 2016.
The decrease in value is due to the increase in expenses relating to the
ongoing litigation and finance costs. However, the Company has now begun the
process of reducing its debt position at a discount to offset these costs and
is confident that the NAV at the end of the year will be much stronger. For
example, on 23 September 2016, the Company purchased subsidiary debt at a
significantly reduced cost, thereby reducing its debt position by EUR 800,000,
which will be reflected on the end of year NAV position.
Operational review
A favourable ruling in February 2016 by the Turin Court, Companies Section,
meant that Clear Leisure was confirmed the legitimate controlling owner of
50.17% of SIPIEM. This court ruling represents a fundamental step for the
Company towards obtaining title to the T.L.T. S.p.A. shares, part owner of the
Ondaland Waterpark.
The Company entered into a GBP250,000 secured loan in March 2015, bearing
interest of GBP80,000 with a 1 September 2015 repayment date. The new Board
extended the repayment date and entered into negotiations with regard to the
calculation of interest. On 2 March 2016, the lender and the Company entered
into a settlement agreement as a result of which the loan principal has been
repaid, while the GBP80,000 interest component of the original loan, plus 4.5%
interest, will be settled on, or before 31 December 2016.
A GBP200,000 convertible loan agreed with Eufingest, bearing 2.5% interest and a
conversion right at 0.75p per share, was drawn down on 15 March 2016 and was
originally to be repaid on 15 September 2016.
The previous Board had negotiated settlement in principle with Digital Magics
S.p.A. to close all outstanding disputes arising from past transactions
involving a number of deals between Clear Leisure and Digital Magics S.p.A.
This agreement involved the issue of a further EUR 400,000, 7% debt bond and a
cash payment for EUR 17,500. The new Board renegotiated in March 2016 the
original settlement and has agreed to issue two units, totaling EUR 300,000, of
the existing Clear Leisure Bond, bearing a 7% interest, which expires on 15
December 2017. The EUR 17,500 cash payment obligation is unchanged.
In May 2016, Eufingest provided a facility of GBP100,000 at an interest rate of
2.5 per cent per annum and a conversion right at 0.75p per share. The Facility
is repayable on 30 September 2016. A further EUR 50,000 was made available at
the end of May, under the same terms.
Finally, at the end of June the Company's equity position of 9.9% held in
Ascend Capital Limited, a London based broker, was sold back to Ascend Capital
for GBP50,000 (circa EUR 60,000).
Post 30 June 2016 Events
At the end of July, Clear Leisure allotted 1,428,571 ordinary shares to
Francesco Gardin, in settlement of GBP12,500 of his salary from August 2015 to
December 2015. This was in accordance with his contract and the effective issue
price of the shares was 0.875p.
On 4 August the Company successfully completed a GBP150,000 (gross of expenses)
private placement of 30,000,000 ordinary shares of 0.25 pence at a price of
0.50 pence per share. The funds raised have been used for general working
capital purposes and to help fund the current litigation to recover past
investments.
On the same day Eufingest converted GBP164,872.10 of its loans, at 0.75p per
share, corresponding to 21,982,947 new ordinary shares of 0.25p each. The
conversion has increased Eufingest's holding in the Company from 26.85% to
29.90%.
The conversion was made from the GBP200,000 Convertible Loan Notes, which were
due on 15 September 2016. As a result, Clear Leisure's exposure to Eufingest
convertible loans was reduced from approximately GBP775,000 to circa GBP610,000.
On 14 September, Clear Leisure raised GBP200,000 (before expenses) through a
placing of 22,222,222 new ordinary shares of 0.25p each, at a price of 0.9p per
share. The placing shares represent 7.78 per cent. of the enlarged issued
Ordinary Shares of the Company.
The funds raised were used to accelerate the buyback of certain subsidiaries
bank debts, resulting in a substantial improvement of the Groups' consolidated
balance sheet.
In connection with the placing, the Company issued one warrant for every one
Placing Share with an exercise price of 1.5p. The 22,222,222 warrants may be
exercised at any time within 6 months of admission of the placing shares, i.e.
20 March 2017. The warrants will not be admitted to trading on any market, but
will be freely transferable.
The Company announced on 23 September that it had entered into a binding
agreement with an Italian bank to buy back EUR 1.3 million of debt of one is
its subsidiaries at a 76% discount. A consideration schedule has been agreed
with the bank. This represents a pro-rata improvement of approximately EUR
800,000 (GBP690,000) in the Company's consolidated balance sheet.
On 29 September, the Company and Eufingest agreed to reschedule the payment of
all Convertible Loans Notes to a later date, to be negotiated by the parties,
before 31 March 2017.
Francesco Gardin
Clear Leisure PLC
CEO and Chairman
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 30 JUNE 2016
Six months Six months Year
Note to 30 June to 30 June ended 31
2016 2015 December
2015
Unaudited Unaudited Audited
Continuing operations EUR'000 EUR'000 EUR'000
Revenue - - -
Cost of sales - - -
- - -
Administration expenses (275) (459) (654)
Operating loss (275) (459) (654)
Other gains and losses - (15,000) (18,569)
Finance income - - -
Finance charges (345) (114) (1,023)
Loss before tax (620) (15,573) (20,246)
Taxation - - -
Loss for the period from continuing (620) (15,573) (20,246)
operations
Loss from discontinued operations - - -
Loss for the Period (620) (15,573) (20,246)
Other comprehensive income
Gain on acquisition of non-controlling - - -
interest
Exchange translation differences - - -
Total other comprehensive income - - -
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE (620) (15,573) (20,246)
PERIOD
(Loss)/profit attributable to:
Owners of the parent (605) (13,238) (17,016)
Non-controlling interests (15) (2,335) (3,230)
Total comprehensive income attributable
to
Owners of the parent: (605) (13,238) (17,016)
Non-controlling interests (15) (2,335) (3,230)
Earnings per share: 3
Basic and fully diluted loss from (EUR0.003) (EUR0.065) (EUR0.08)
continuing operations
Basic and diluted loss per share from - - -
discontinued operations
Basic and diluted loss per share (EUR0.003) (EUR0.065) (EUR0.08)
STATEMENTS OF FINANCIAL POSITION
AT 30 JUNE 2016
Notes Six months Six months Year ended
to 30 June to 30 June 31 December
2016 2015 2015
EUR'000
EUR'000 EUR'000
Non-current assets
Goodwill - 9 -
Other intangible assets 50 151 50
Property, plant and equipment 18,114 23,697 18,114
Available for sale investments 4 - 6,560 60
Other receivables - - -
Total non-current assets 18,164 30,417 18,224
Current assets
Available for sale investments 4 614 450 614
Trade and other receivables 6,847 150 6,847
Cash and cash equivalents 5 1,393 1,370 1,842
Total current assets 8,854 1,970 9,303
Current liabilities
Trade and other payables (4,588) (4,070) (4,948)
Borrowings (21,303) (20,952) (20,832)
Total current liabilities (25,891) (25,022) (25,780)
Net current liabilities (17,037) (23,052) (16,477)
Total assets less current 1,127 7,365 1,747
liabilities
Non-current liabilities
Borrowings - - -
Deferred liabilities and (407) (1,355) (407)
provisions
Total non-current liabilities (407) (1,355) (407)
Net assets 720 6,010 1,340
Equity
Share capital 6,112 6,113 6,112
Share premium account 42,954 42,972 42,954
Other reserves 11,412 11,390 11,412
Retained losses (59,998) (55,615) (59,393)
Equity attributable to owners 480 4,860 1,085
of the Company
Non-controlling interests 240 1,150 255
Total equity 720 6,010 1,340
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2015
Share Share Other Retained Total Non-controlling Total
Group capital premium reserves losses interests equity
account EUR'000
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2015 6,074 42,856 11,390 (42,377) 17,943 3,485 21,428
Loss for the year - - - (17,016) (17,016) (3,230) (20,246)
Other comprehensive income - - - - - - -
Total comprehensive income - - - (17,016) (17,016) (3,230) (20,246)
for the year
Issue of shares 38 98 - - 136 - 136
Share option charge - - 22 - 22 - 22
At 31 December 2015 6,112 42,954 11,412 (59,393) 1,085 255 1,340
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 JUNE 2016
Share Share Other Retained Total Non-controlling Total
Group capital premium reserves losses interests equity
account EUR'000
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2016 6,112 42,954 11,412 (59,393) 1,085 255 1,340
Loss for the period and - - - (605) (605) (15) (620)
total comprehensive income
At 30 June 2015 6,112 42,954 11,412 (59,998) 480 240 720
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2016
Six months Six months Year ended
to 30 June to 30 June 31
2016 2015 December
2015
Unaudited Unaudited Audited
EUR'000 EUR'000 EUR'000
Net cash outflow from operating (578) (510) (835)
activities
Cash flows from investing activities
Disposal of investments 60 - 900
Net cash inflow from investing 60 - 900
activities
Cash flows from financing activities
Proceeds from issues of new ordinary - 155 136
shares (net of expenses)
Proceeds from borrowings 409 352 540
Repayment of debt (340) - (272)
Net cash inflow from financing 69 507 404
activities
Net (decrease)/increase in cash for the (449) (3) 469
period
Cash and cash equivalents at beginning 1,842 1,373 1,373
of year
Cash and cash equivalents at end of 1,393 1,370 1,842
period
NOTES TO THE FINANCIAL STATEMENTS
1.General Information
Clear Leisure plc is a company incorporated and domiciled in England and Wales.
The Company's ordinary shares are traded on AIM of the London Stock Exchange.
The address of the registered office is 22 Great James Street, London, WC1N
3ES.
The principal activity of the Group is that of an investment company pursuing a
strategy to create a portfolio of companies.
2. Accounting policies
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period covered by these consolidated
financial statements.
Basis of preparation
The interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with the recognition and measurement
criteria of International Financial Reporting Standards (IFRS) as adopted by
the European Union. Statutory financial statements for the year ended 31
December 2015 were approved by the Board of Directors on 29 June 2016 and
delivered to the Registrar of Companies. The report of the auditors on those
financial statements was unqualified.
The financial statements have been prepared under the historical cost
convention except for certain available for sale investments that are stated at
their fair values and land and buildings that have been revalued to their fair
value.
The interim financial information for the six months ended 30 June 2016 has not
been reviewed or audited. The interim financial report has been approved by the
Board on xx September 2016.
Going concern
The Directors, having made appropriate enquiries, consider that adequate
resources exist for the Company to continue in operational existence for the
foreseeable future and that, therefore, it is appropriate to adopt the going
concern basis in preparing the interim financial statements for the period
ended 30 June 2016.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business. The
key risks that could affect the Company's medium term performance and the
factors that mitigate those risks have not substantially changed from those set
out in the Company's 2015 Annual Report and Financial Statements, a copy of
which is available on the Company's website:
www.clearleisure.com The key financial risks are liquidity and credit risk.
Critical accounting estimates
The preparation of interim financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in note 2 of the Company's 2015 Annual Report and
Financial Statements. The nature and amounts of such estimates have not changed
significantly during the interim period.
3. Loss per share
The basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period. Diluted earnings per share is
computed using the same weighted average number of shares during the period
adjusted for the dilutive effect of share warrants and convertible loans
outstanding during the period.
The profit and weighted average number of shares used in the calculation are
set out below:
Six months to Six months Year ended
30 June 2016 to 31 Dec 15
30 June
2015
(Unaudited) (Unaudited) (Audited)
EUR'000 EUR'000 EUR'000
Loss attributable to owners of the
parent company:
Continuing operations (605) (13,238) (17,016)
Discontinued operations - - -
Total operations (605) (13,238) (17,016)
Weighted average number of ordinary 210,409 203,117 208,378
shares (000's)
Basic and fully diluted earnings per
share:
Continuing operations (EUR0.003) (EUR0.065) (EUR0.082)
Continuing and discontinued operations (EUR0.003) (EUR0.065) (EUR0.082)
IAS 33 requires presentation of diluted earnings per share when a company could
be called upon to issue shares that would decrease earnings per share or
increase net loss per share. For a loss making company with outstanding share
options and warrants, net loss per share would only be increased by the
exercise of out-of-the money options and warrants, so no adjustment has been
made to diluted earnings per share for out-of-the money options and warrants in
the comparatives. There are no other diluting share issues
4. Available for sale investments
Group Six months to Six months Year Ended
30 June 2016 to 31 December
30 June 2015
EUR'000 2015 EUR'000
EUR'000
Fair value
At beginning of period 60 6,560 6,560
Transfer to trade and other receivables - - (6,500)
Disposals (60) - -
Carrying value - 6,560 60
Non-current assets - 6,560 60
Current assets 614 450 614
614 7,010 674
5. Cash and cash equivalents
The amounts shown as cash and cash equivalents for the current and comparative
periods include EUR1,368,000 in a blocked account which can only be used when
construction commences at the Mediapolis development site.
6. Investment Policy
The Company intends on identifying and investing in investment opportunities
which it believes show excellent growth potential on a stand-alone basis and
which would add value to the Company's portfolio of investments through the
expertise of the Board or through the provision of ongoing funding.
It is the intention of the Company that the majority of investments will be
made in unlisted companies; however pre-IPO and listed companies may, from time
to time, be considered on a selective basis.
The Company believes that the broad collective experience of the Board together
with its extensive network of contacts will assist them in the identification,
evaluation and funding of investment targets. When necessary other external
professionals will be engaged to assist in the due diligence of prospective
targets. The Board will also consider, as it sees fit, appointing additional
directors and/or key employees with relevant experience as part of any specific
investment.
The Company may offer Shares as well as cash by way of consideration for
prospective investments, thereby helping to preserve the Company's cash for
working capital. The Company may, in appropriate circumstances, issue debt
securities or borrow money to complete an investment.
7. Copies of Interim Accounts
Copies of the interim results are available at the Group´s web site at
www.clearleisure.com. Copies may also be obtained from the Group´s registered
office: Clear Leisure PLC, 22 Great James Street London WC1N 3ES.
END
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