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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
28 June 2019
Clear Leisure Plc
("Clear Leisure", "the Company" or "the Group")
FINAL RESULTS
For the Year Ended 31 December 2018
Clear Leisure (AIM: CLP) announces its final results for the year ended 31
December 2018.
Clear Leisure is an AIM listed investment company with a portfolio of companies
primarily encompassing the leisure and real estate sectors mainly in Italy. The
focus of the management is to pursue the monetisation of all of the Company's
existing assets, through selected realisations, court-led recoveries of
misappropriated assets and substantial debt-recovery processes. The Company has
recently realigned its strategic focus to technology related investments, with
special regard to interactive media, blockchain and AI sectors. For further
information, please visit, www.clearleisure.co.uk
Francesco Gardin, Chairman of Clear Leisure, commented, "Much has been achieved
since the appointment of the new Board in July 2015, but other challenges still
need to be overcome before we achieve our goal of realising meaningful value
for the Company's shareholders.
"We are confident that by continuing with our processes and strategies, this
goal will be met."
The Company advises that the 2018 Report and Accounts have been posted out to
shareholders, together with the AGM notice and form of proxy. The AGM will be
held at Company's legal address, 22 Great James Street London WC1N 3ES, at 12pm
on Monday, 22 July 2019.
For further information please contact:
Clear Leisure Plc
+39 335
296573
Francesco Gardin, CEO and Executive Chairman
SP Angel Corporate Finance (Nominated Adviser & Broker) +44 (0)20 3470
0470
Jeff Keating / John Mackay
Leander (Financial PR)
+44 (0) 7795 168 157
Christian Taylor-Wilkinson
CHAIRMAN'S STATEMENT
I am pleased to present the Company's Final Results for the year ended 31
December 2018.
Overview
Since its appointment, in July 2015, the Board has worked diligently to unravel
an inherited, complex and often disputed ownership of a number of assets whilst
simultaneously looking to reduce and reschedule the Group's debt burden.
During 2018, the Company achieved sufficient progress in this task to allow it
to begin seeking new investment opportunities, primarily within the technology
sector, in which the Chairman has considerable experience.
During the year, the debt of the Company reduced by EUR2,256,722; improving the
Company's balance sheet, reducing the Group's interest burden and freeing the
Board and its relevant advisers from the substantial time consumed in dealing
with debt holders.
Between March and May 2018, the Company issued 30,584,679 new ordinary shares
of 0.25 pence each ("New Ordinary Shares") in order to convert GBP341,722 in
outstanding loans and in October, it issued a further 1,625,000 New Ordinary
Shares to convert the remaining amount (GBP65,000) of its 2010 7% bond.
In December, Clear Leisure converted EUR2.1 million at face value plus accrued
interest, of its EUR9.9 million Zero Rate Convertible Bond into 50,992,826 New
Ordinary Shares, representing an 80% discount on the Bond's face value.
Whilst managing to reduce debt, Clear Leisure also secured access to additional
funds. Eufingest SA ("Eufingest"), a substantial shareholder in the Company,
continued supporting the Company through the provision of loan facilities
amounting to EUR250,000 in 2018. Additionally, GBP1.25 million (before expenses)
was raised via three equity placings between January and May 2018.
In addition to the debt reduction initiatives, the Company continued its
strategy of monetising its assets, most notably being the successful recovery
of GBP1.15 million (before expenses) in January 2019 of the Company's interest in
an IT and media company, relating to an investment the Company disposed of in
2007.
This successful outcome underlines why the Company will not hesitate to
initiate legal action to protect shareholders interests. Two examples of this
are:
* Firstly, the Company firmly opposed the decision of the Ivrea Court to deny
the assignment of land belonging to Mediapolis srl ("Mediapolis") to a
Clear Leisure subsidiary (Clear Leisure 2017 Limited - "Clear Leisure
2017"), the Court preferring to sell the land through an auction process
for EUR1.96 million (which is covered by a prior charge granted to a Clear
Leisure subsidiary)
* Secondly, the Company counter-claimed for damages in the UK High Court
against former shareholders and management of its subsidiary, Sosushi
Company Srl, ("Sosushi").
Moreover, the Company has been fully supportive of its Italian subsidiary,
Sipiem Spa ("Sipiem"), which, in March 2019, filed a EUR10.8m claim against the
previous management and audit committee, whilst, with regard to Mediapolis, the
Company retains the unchallengeable legal rights to receive the proceeds of the
sale (net of auction fees).
In addition to the above, in December 2018, Sosushi, has filed a claim to the
Bologna Court against the previous management for an amount of EUR1.03 million,
whilst reopening the criminal case in the Bologna Court against the former
director and largest shareholder of the subsidiary.
The Company, with the support of its lawyers, remains very confident on the
successful outcome of these legal actions.
During the first half of the year, Clear Leisure completed its EUR200,000
investment (of which EUR100,000 of the consideration due was paid in cash and EUR
100,000 in New Ordinary Shares) in a cryptocurrencies mining datacentre,
located in Serbia, through a joint venture partnership with a specialist IT
company 64Bit Ltd.
In December 2018, Clear Leisure invested GBP278,750 for a 10% interest in PBV
Monitor Srl, ("PBV Monitor"), an Italian company specialising in the
acquisition and dissemination of data for the legal services industry,
utilising proprietary market intelligence tools and dedicated search software.
It is the Board's intention to remain alert to further opportunities to improve
the Company's and Group's financial position, should they arise.
Financial Review
The Group reported a total comprehensive loss of EUR4,331,000 for the year ended
31 December 2018 (2017: total comprehensive loss EUR1,884,000) and a loss before
tax of EUR3,939,000 (2017: loss before tax EUR63,000). Operating losses for the
period were EUR3,866,000 (2017: EUR324,000).
The increase of the loss is primarily due to the decrease of value assigned to
Mediapolis as result of the non-assignment of the land to the Company and its
subsequent sale via an auction process (see Operational Review). Clear Leisure
2017, the wholly owned subsidiary of the Company, retains the unchallengeable
rights on the proceeds of the auction. Additionally, the Company has prudently
reduced the amount it believes it could potentially recover from Sosushi and
Sipiem. These prudent provisions, together with an increase in legal expenses,
are reflected in the increase in administrative expenses.
The undiluted Net Asset Value ("NAV") of the Group as of 31 December 2018
increased to EUR1.9 million, compared to EUR1.2 million at 31 December 2017.
The increase is mainly due to three events: the conversion at a discount of the
Zero Rate Convertible Bond for the amount of EUR2.1 million; the GBP1.25 million
capital increase during the year; and the GBP1.15 million legal settlement
(before costs) with the IT and media company. The increase of the NAV has been
partially offset by the decrease of value assigned to by Mediapolis, Sipiem and
Sosuhi.
The Group had Net Current Assets of EUR7,538,000 as at 31 December 2018 (2017:
net current assets of EUR2,443,000) as result of the reschedule of the Zero Rate
Convertible Bond's maturity from 2018 to 2022 and its partial conversion,
together with the conversion of short term outstanding loans and the increase
of the current investments.
Operational Review
As already mentioned, the Company began 2018 by making its first investment
under the new Board's control; in a cryptocurrency datamining joint venture.
Its partner in this operation is 64 Bit Ltd, a Maltese based specialist in data
mining. Clear Leisure's 50% stake in the joint venture was satisfied by the
issue of 7,878,130 Clear Leisure New Ordinary Shares and a payment of EUR100,000
cash. The data centre commenced operations in July 2018 and by 20 September
2018 had mined 0.454 Bitcoins and 17 Litecoins.
Responding to the significant downturn in the price of Bitcoin towards the end
of 2018, the Board elected, on March 2019, to place the data centre on "care
and maintenance" until such time that the value of cryptocurrencies rose to a
level sufficient to make the operation profitable. In this regard, the dramatic
recovery in the Bitcoin price from just over $3,000 in December to above
$12,000 at the time of writing, offers encouragement for a resumption of
cryptocurrency "mining."
The Company's long-term investment in Mediapolis Srl ("Mediapolis") was
concluded in 2018, with the Court appointed administrators ruling against Clear
Leisure's appeal to assign the land owned by Mediapolis to a subsidiary of the
Company, over which it held the first charge mortgage of EUR2.68 million.
Subsequently, on 25 July, the land was auctioned off to a third party for EUR1.96
million. The Company's wholly owned subsidiary, Clear Leisure 2017, retains the
unchallengeable rights on the proceeds of the auctions.
The board was successful in its prosecution against a UK IT and media company,
where it recovered funds of GBP1.15 million (before legal expenses), relating to
a full and final settlement from an investment the Company disposed of in 2007.
On 28 December, the Company announced the acquisition of a 10 per cent interest
in PBV Monitor, an Italian company specialising in the acquisition and
dissemination of data for the legal services industry, utilising proprietary
market intelligence tools and dedicated search software. PBV addresses the
strategic needs of a global market for legal services estimated at $849 billion
in 2017 and projected to exceed $1 trillion in 2021. Current competitors, (such
as "Legal 500," and "Chambers,") cover only a fraction of facilities available
and under development by PBV.
Portfolio Companies
An update on the Group's portfolio companies as at 31 December 2018 is as
follows (percentage of equity held is shown in parenthesis):
SIPIEM SpA (50.17%): is a minority shareholder in T.L.T. Sas which owns a
number of real estate assets including the operating Ondaland Waterpark located
in north-west Italy.
The waterpark is a popular summer destination for Italians living in north-west
Italy and there are plans to create an all year family-oriented theme park
facility, using the existing 7500 sqm empty building, erected in 2012.
GeoSim Systems Ltd, ("GeoSim") (www.geosim.co.il) (4.46%): is an Israeli
company that develops 3D modelling software. Clear Leisure was advised that the
most recent round of fundraising by GeoSim took place at a pre-money valuation
in excess of US$11 million, corresponding to a valuation for Clear Leisure's
stake of US$667,487 (or approximately EUR583,319). This value has been
incorporated in the balance sheet.
GeosSim, after having concluded the mapping of Vancouver and its 'Proof of
Concept" phase, has been awarded, on a "sole source" basis, two important
contracts in recognition of the uniqueness of its 3D modelling technology. The
first contract, for Hong Kong International Airport ("HKIA"), the world's
busiest cargo airport gateway (primarily to China and rest of Asia) and one of
the world's busiest passenger airports, entails the production of a high
definition reality model of HKIA's Terminal 1.
The second contract, awarded by the Los Angeles Metropolitan Transportation
Authority, is to produce a high-definition "Reality Model" of a segment of
downtown LA (including 7th Street Metro Center Station), that will serve as a
simulator for training First Responders in a variety of emergency situations.
Mediapolis Srl (84.04%): in October 2017 and despite strenuous legal challenges
by Clear Leisure, the Ivrea Court declared the company bankrupt. At that time,
Mediapolis owned a strategically located development site, covering 497,884
sqm, in north-west Italy on the A4/A5 motorway between Milan and Turin and 10
holiday villas near Porto Cervo, the most exclusive holiday location in
Sardinia. Following the Ivrea Court ruling in favour of the winding-up
petition, the Company requested the assignment of the land, on which Clear
Leisure, through its wholly owned subsidiary Clear Leisure 2017, holds a first
charge. During 2018 the Ivrea Court denied the assignment of the land to Clear
Leisure and sold the land via auction for a consideration of EUR1.96 million.
Clear Leisure 2017, the wholly owned subsidiary of the Company, retains the
unchallengeable rights on the proceeds of the auctions.
PBV Monitor Srl (pbvmonitor.com) (10%): in December 2018 Clear Leisure acquired
a 10 per cent interest in PBV Monitor, an Italian company specialising in the
acquisition and dissemination of data for the legal services industry,
utilising proprietary market intelligence tools and dedicated search software,
for a consideration of GBP278,750 paid in New Ordinary Shares.
Over the past four years, PBV Monitor has assembled and analysed the activity
of over 8,600 law firms worldwide and over 100,000 business lawyers in 100
jurisdictions, producing approximately 43,000 articles that have regularly been
published on the Global Legal Chronicle (globallegalchronicle.com), a trusted
news source for lawyers and businesses, available in English, Italian and
French. Currently, PBV Monitor processes approximately 12 thousand corporate
transactions per year,
In addition, PBV Monitor has secured important media partnerships with leading
publishers to market online and printed directories to Italian and South
American law firms consulting on real estate, banking & finance and private
equity deals. Furthermore, agreements have been signed with other important
Italian and international partners, for the organization of legal award events
based on PBV rankings.
Post-Balance Sheet Events
The focus of 2019 will be to take the Company forward by assessing new
investment opportunities, while concluding, where possible, existing legal
actions against its historical investee companies.
In June, Eufingest SA provided the Company with a new loan facility that the
Company used to fully settle the outstanding debt towards an UK private
company, whilst also extending the maturity of its EUR500,000 loan facilities to
31 December 2019.
On 2 April, the website of PBV Monitor (www.pbvmonitor.com) became commercially
operational.
With regards to the ongoing legal cases the Board is pursuing, as announced by
the Company on 21 March 2019, the liquidator of the Company's subsidiary Sipiem
filed a claim in the Italian Courts for EUR10.8 million, against previous board
members of Sipiem, for fraud and mismanagement, following complex legal and
accounting investigations.
On the same day, the Company's subsidiary, Sosushi reactivated a criminal legal
case against the former management of the company, which had been erroneously
dismissed by the Bologna Court.
Outlook
The Board remains committed to improving the financial health of Clear Leisure
through court-led recoveries of misappropriated assets, further reduction of
the debt position and investment in high growth businesses with a technological
bias.
In addition, the Board remains focused on the negotiations for the recovery of
value from Mediapolis, Sipiem and Sosushi.
After a disappointing year for cryptocurrencies, the recent strong rally in the
Bitcoin price and announcements by an increasing number of major companies that
they are exploring how best to utilise blockchain technology heralds the
potential for better times for the Company's investment in this sector.
PBV Monitor and Geosim are generating considerable interest in their products
and services and the Board is confident that they will eventually make a
meaningful contribution to Clear Leisure's balance sheet.
Much has been achieved since the appointment of the new Board in July 2015, but
other challenges still need to be overcome before the Board achieves its goal
of realising meaningful value for the Company shareholders.
We are confident that by continuing with our processes and strategies, this
goal will be achieved.
Francesco Gardin
Chairman
27 June 2019
GROUP INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARED
31 DECEMBER 2018
Note 2018 2017
EUR'000 EUR'000
Continuing operations
Revenue 12
5
12
5
Administration expenses 7 (3,878) (329)
Operating loss (3,866) (324)
Other gains and (losses) 8 (150) (77)
Exceptional items 9 1,300 -
Finance income - 421
Finance charges 10 (1,223) (83)
Loss before tax (3,939) (63)
Tax 14 - -
Loss from continuing operations (3,939) (63)
Discontinued operations
Loss from discontinued operations, net of 27 - (1,821)
tax
Loss for the year (3,939) (1,884)
Other comprehensive (loss)
Loss on translation of overseas subsidiaries (392) -
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (4,331) (1,884)
Loss for the year attributable to:
Owners of the parent (4,331) (1,884)
Non-controlling interests - -
Earnings per share:
Basic and fully diluted loss from continuing 15 (EUR0.008) (EUR0.00)
operations
Basic and fully diluted loss from 15 (EUR0.000) (EUR0.01)
discontinued operations
Basic and fully diluted loss per share (EUR0.008) (EUR0.01)
The accounting policies and notes form part of these financial statements.
STATEMENTS OF FINANCIAL POSITION AT 31 DECEMBER 2018
Notes Restated
Group Group Company Company
2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
Non-current assets
Investments 17,18 447 302 9,667
10,019
Total non-current assets 447 302 9,667 10,019
Current assets
Investments 17 557 535 -
1,118
Trade and other receivables 18 7,003 9,329 99 454
Cash and cash equivalents 19 267 - 267 -
Total current assets 8,388 9,886 901 454
Current liabilities
Trade and other payables 20 (507) (716) (251) (711)
Borrowings 21 (343) (7,029) (343) (7,029)
Total current liabilities (850) (7,745) (594) (7,740)
Net current assets/ 7,538 2,141 307 (7,286)
(liabilities)
Total assets less current 7,985 9,974
liabilities 2,443 2,733
Non-current liabilities
Borrowings 21 (6,042) (1,243) (6,042) (1,243)
Total non-current liabilities (6,042) (1,243) (6,042) (1,243)
Net assets 1,943 1,200 3,932 1,490
Equity
Share capital 23 7,227 6,412 7,227 6,412
Share premium account 23 47,038 43,563 47,038 43,563
Other reserves 25 10,504 10,112 1,861 1,788
Retained losses (58,887) (52,194) (50,273)
(62,826)
Equity attributable to owners of 1,943 1,200 3,932 1,490
the Company
Non-controlling interests - - - -
Total equity 1,943 1,200 3,932 1,490
The accounting policies and notes form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 31 DECEMBER 2018
Share Share Other Retained Total
Group capital premium reserves losses equity
account
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2018 6,412 43,563 10,112 (58,887) 1,200
Total comprehensive loss - - - (3,939) (3,939)
for the year
Issue of shares 815 3,559 - - 4,374
Share issue costs - (84) - - (84)
Foreign currency - - 392 - 392
translation
At 31 December 2018 7,227 47,038 10,504 (62,826) 1,943
Company
At 1 January 2018 6,412 43,563 1,788 (50,273) 1,490
Total comprehensive loss - - - (1,921) (1,921)
for the year
Issue of shares 815 3,559 - - 4,374
Share issue costs - (84) - - (84)
Foreign currency - - 73 - 73
translation
At 31 December 2018 7,227 47,038 1,861 (52,194) 3,932
The following describes the nature and purpose of each reserve:
Share Capital represents the nominal value
of equity shares
Share Premium amount subscribed for share
capital in excess of the nominal value
Retained losses cumulative net gains and
losses less distributions made
Other reserves Consists of four reserves, see
below:
Merger Reserve relates to the difference in
consideration and nominal value of shares issued during a merger and the fair
value of assets transferred.
Loan note equity reserve relates to the equity portion of the
convertible loan notes
Share option reserve fair value of the employee and key
personnel equity settled share option scheme as accrued at the statement of
financial position date
Foreign exchange reserve cumulative net gains and losses from
translation of foreign subsidiaries
The accounting policies and notes form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 31 DECEMBER 2017
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 2017 6,344 43,351 11,440 (59,842) 1,293 308 1,601
Total comprehensive
loss for the year - - - (1,884) (1,884) - (1,884)
Issue of shares 68 212 - - 280 - 280
Issue of convertible - - 1,203 - 1,203 - 1,203
loan notes
Transfer of reserves - - (2,531) 2,531 - - -
Transfer of - - - 308 308 (308) -
non-controlling
interest to retained
losses on disposal of
Mediapolis
At 31 December 2017 6,412 43,563 10,112 (58,887) 1,200 - 1,200
Company
At 1 January 2017 6,344 43,351 585 (49,243) 1,037 - 1,037
Total comprehensive - - - (1,030) (1,030) - (1,030)
income
for the year
Issue of shares 68 212 - - 280 - 280
Issue of convertible - - 1,203 - 1,203 - 1,203
loan notes
At 31 December 2017 6,412 43,563 1,788 (50,273) 1,490 - 1,490
The accounting policies and notes form part of these financial statements.
STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2018
Note Group Group Company Company
2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
Net cash outflow from operating 26 (560) (2,816) (1,700) (977)
activities
Cash flows from investing
activities
(Increase)/decrease in loan to (145) - 352 (471)
subsidiary undertakings
Interest paid (290) - (284) -
Purchase of investments (95) - (504) -
Net cash outflow from investing (530) (436) (471)
activities -
Cash flows from financing
activities
Proceeds of issue of shares 23 1,357 280 2,403 280
Repayment of long-term debt - (1,250) - (1,250)
Proceeds from borrowing - 2,416 - 2,416
Net cash inflow from financing 1,357 1,446 2,403 1,446
activities
Net increase/(decrease) in cash 267 (1,370) 267 (2)
for the year
Cash and cash equivalents at - 1,370 - 2
beginning of year
Exchange differences - - - -
Cash and cash equivalents at end 19 267 - 267 -
of year
The accounting policies and notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 31 DECEMBER 2018
1.General Information
Clear Leisure plc is a company incorporated in the United Kingdom under the
Companies Act 2006. The Company's ordinary shares are traded on AIM of the
London Stock Exchange. The address of the registered office is given on the
Company information page. The nature of the Group's operations and its
principal activities are set out in the Directors' report on page 12.
Standards and amendments which became effective during the year have not had a
material impact on the financial statements.
Statement of compliance
The financial statements comply with IFRS as adopted by the European Union.
A number of new and revised Standards and Interpretations have been adopted
in the current period by the Group for the first time and do not have a
material impact on the group.
The following new standards and amendments to standards and interpretations
have been issued but are not yet effective and not early adopted. None of
these are expected to have a significant effect on the financial statements
of the Group.
IFRS 3, Amendments resulting from Annual Improvements 1 January
IFRS 11 2015-2017 Cycle (remeasurement of previously held 2019
interest)
IFRS 9 Amendments regarding prepayment features with 1 January
negative compensation and modifications of 2019
financial liabilities
IFRS 16 Leases - new standard 1 January
2019
IAS 12 Amendments resulting from Annual Improvements 1 January
2015-2017 Cycle (income tax consequences of 2019
dividends)
IAS 19 Amendments regarding plan amendments, curtailments 1 January
or settlements 2019
IAS 23 Amendments resulting from Annual Improvements 1 January
2015-2017 Cycle (intended use or sale) 2019
IAS 28 Amendments regarding long-term interests in 1 January
associates and joint ventures 2019
During the period, we applied the following standards.
IFRS 9
IFRS 9 establishes a framework of the recognition and measurement, impairment,
derecognition and general hedge accounting. It replaces IAS 39 Financial
Instruments: Recognition and Measurement. The Group has adopted IFRS 9 in full
at the date of initial application (1 January 2018) and elected to apply the
limited exemptions in IFRS 9 relating to classification, measurement and
impairment requirements for financial instruments, and accordingly comparative
periods have not been restated and remain in line with the previous standard
IAS 39 Financial Instruments: Recognition and Measurement.
IFRS 15
IFRS 15 establishes a comprehensive framework for determining whether, how much
and when revenue is recognised. It replaces IAS 18 Revenue, IAS 11 Construction
contracts and related interpretations. Under IFRS 15, revenue is recognised
when a customer obtains control of the good or services. The Group has adopted
IFRS 15 in full at the date of initial application (1 January 2018).
Accordingly, comparative information presented for 2017 has not been restated
and is presented, as previously reported under IAS 18, and related
interpretations as there was no impact of adoption of IFRS 15 on opening
balances.
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 consolidated Financial Statements of Clear Leisure plc have been prepared
in accordance with International Financial Reporting Standards (IFRS) and
International Financial Reporting Interpretations Committee (IFRIC) as adopted
by the European Union and the parts of Companies Act 2006 applicable to
companies reporting under IFRS.
The financial statements have been prepared under the historical cost
convention except in respect of certain available for sale investments that are
stated at their fair values.
The preparation of Financial Statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
Financial Statements are disclosed in Note 3.
The Consolidated Financial Statements are presented in Euros (EUR), the
presentational and functional currency, rounded to the nearest EUR'000.
Going Concern
Any consideration of the foreseeable future involves making a judgement, at a
particular point in time, about future events which are inherently uncertain.
The ability of the Group to carry out its planned business objectives is
dependent on its continuing ability to raise adequate financing from equity
investors and/or the achievement of profitable operations.
Nevertheless, at the time of approving these financial statements and after
making due enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue operating for the foreseeable future.
For this reason, they continue to adopt the going concern basis of preparing
the Group's financial statements as further disclosed in Note 3.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Group and entities controlled by the Group (its subsidiaries) made up to 31
December each year. Control is achieved where the Group has the power to govern
the financial and operating policies of an investee entity so as to obtain
benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with those used by the group. All
intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Non-controlling interests in subsidiaries are identified separately from the
Group's equity therein. Those interests of non-controlling shareholders that
are present ownership interests entitling their holders to a proportionate
share of net assets upon liquidation may initially be measured at fair value or
at the non-controlling interests' proportionate share of the fair value of the
acquiree's identifiable net assets. The choice of measurement is made on an
acquisition-by-acquisition basis. Other non-controlling interests are
initially measured at fair value. Subsequent to acquisition, the carrying
amount of non-controlling interests is the amount of those interests at initial
recognition plus the noncontrolling interests' share of subsequent changes in
equity. Total comprehensive income is attributed to non-controlling interests
even if this results in the non-controlling interests having a deficit balance.
Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions. The carrying amount of the
Group's interests and the non-controlling interests are adjusted to reflect the
changes in their relative interests in the subsidiaries. Any difference between
the amount by which the non-controlling interests are adjusted and the fair
value of the consideration paid or received is recognised directly in equity
and attributed to the owners of the Group.
When the Group loses control of a subsidiary, the profit or loss on disposal is
calculated as the difference between (i) the aggregate of the fair value of the
consideration received and the fair value of any retained interest and (ii) the
previous carrying amount of the assets (including goodwill), less liabilities
of the subsidiary and any non-controlling interests. Amounts previously
recognised in other comprehensive income in relation to the subsidiary are
accounted for (i.e. reclassified to profit or loss or transferred directly to
retained earnings) in the same manner as would be required if the relevant
assets or liabilities are disposed of. The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded
as the fair value on initial recognition for subsequent accounting or, when
applicable, the costs on initial recognition of an investment in an associate
or jointly controlled entity.
Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method. The consideration for each acquisition is measured at the
aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree. Acquisition-related costs are recognised
in profit or loss as incurred.
Where applicable, the consideration for the acquisition includes any asset or
liability resulting from a contingent consideration arrangement, measured at
its acquisition-date fair value. Subsequent changes in such fair values are
adjusted against the cost of acquisition where they qualify as measurement
period adjustments (see below). All other subsequent changes in the fair value
of contingent consideration classified as an asset or liability are accounted
for in accordance with relevant IFRSs. Changes in the fair value of contingent
consideration classified as equity are not recognised.
Where a business combination is achieved in stages, the Group's previously held
interests in the acquired entity are remeasured to fair value at the
acquisition date (i.e. the date the Group attains control) and the resulting
gain or loss, if any, is recognised in profit or loss. Amounts arising from
interests in the acquiree prior to the acquisition date that have previously
been recognised in other comprehensive income are reclassified to profit or
loss, where such treatment would be appropriate if that interest were disposed
of.
The acquiree's identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3(2008) are recognised at their
fair value at the acquisition date, except that:
* deferred tax assets or liabilities and liabilities or assets related to
employee benefit arrangements are recognised and measured in accordance
with lAS 12 Income Taxes and lAS 19 Employee Benefits respectively;
* liabilities or equity instruments related to the replacement by the Group
of an acquiree's share based payment awards are measured in accordance with
IFRS 2 Share-based Payment; and
* assets (or disposal groups) that are classified as held for sale in
accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations are measured in accordance with that Standard.
If the initial accounting for a business combination is incomplete by the
end of the reporting period in which the combination occurs, the Group
reports provisional amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted during the measurement
period (see below), or additional assets or liabilities are recognised, to
reflect new information obtained about facts and circumstances that existed
as of the acquisition date that, if known, would have affected the amounts
recognised as of that date.
The measurement period is the period from the date of acquisition to the
date the Group obtains complete information about facts and circumstances
that existed as of the acquisition date and is subject to a maximum of one
year.
Goodwill
Goodwill arising in a business combination is recognised as an asset at the
date that control is acquired (the acquisition date). Goodwill is measured as
the excess of the sum of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the fair value of the acquirer's
previously held equity interest (if any) in the entity over the net of the
acquisition-date amounts of the identifiable assets acquired and the
liabilities assumed.
If, after reassessment, the Group's interest in the fair value of the
acquiree's identifiable net assets exceeds the sum of the consideration
transferred, the amount of any non-controlling interest in the acquiree and the
fair value of the acquirer's previously held equity interest in the acquiree
(if any), the excess is recognised immediately in profit or loss as a bargain
purchase gain.
Goodwill is not amortised but is reviewed for impairment at least annually. For
the purpose of impairment testing, goodwill is allocated to each of the Group's
cash-generating units expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill has been allocated are
tested for impairment annually, or more frequently when there is an indication
that the unit may be impaired. If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro-rata on the basis of the
carrying amount of each asset in the unit. An impairment loss recognised for
goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in
the determination of the profit or loss on disposal.
Acquired intangible assets
Intangible assets acquired separately or as part of a business combination are
capitalised at cost and fair value as at the date of acquisition, respectively.
Intangible assets are subsequently amortised on a straight-line basis over the
expected period that benefits will accrue to the Group:
Patents and trademarks over 10 years
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not
subject to amortisation and are tested annually for impairment. Assets that are
subject to amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units). Non-financial
assets other than goodwill that suffered an impairment are reviewed for
possible reversal of the impairment at each reporting date.
Intangible assets
Internally generated development expenditure is capitalised as an intangible
asset only if all the following criteria are met:
* the asset can be identified;
* it is probable that the asset will generate future economic benefits;
* the fair value of the asset can be measured reliably.
Capitalised development expenditure is amortised on a straight-line basis
over the period of expected future sales of the resulting products, which
has been assessed as between 5 and 10 years.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for
impairment.
Foreign currency
The functional currency is Euro. Foreign currency transactions are translated
into the functional currency using the exchange rates prevailing at the dates
of the transactions or valuation where items are re-measured. Exchange gains
and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the Statement of
Comprehensive Income. Exchange gains and losses that relate to borrowings and
cash and cash equivalents are presented in the income statement within 'finance
income or costs'. All other Exchange gains and losses are presented in the
income statement within 'other (losses)/gains - net'.
Changes in the fair value of monetary securities denominated in foreign
currency classified as available for sale are analysed between translation
differences resulting from changes in the amortised cost of the security and
other changes in the carrying amount of the security. Translation differences
related to changes in amortised cost are recognised in profit or loss, and
other changes in carrying amount are recognised in other comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable and any
deferred tax.
Current taxes are based on the results of the Group companies and are
calculated according to local tax rules, using the tax rates that have been
enacted or substantially enacted by the period-end date.
Deferred tax is provided in full using the financial position liability method
for all taxable temporary differences arising between the tax bases of assets
and liabilities and their carrying values for financial reporting purposes.
Deferred tax is measured using currently enacted or substantially enacted tax
rates. Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of
taxable profit and is accounted for using the statement of financial position
liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax assets are recognised to the extent the temporary difference will
reverse in the foreseeable future and that it is probable that future taxable
profit will be available against which the asset can be utilised. Deferred tax
is recognised for all deductible temporary differences arising from investments
in subsidiaries and associates, to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit
will be available against which the temporary difference can be utilised.
Revenue
The Group provides consultancy services, which are invoiced at the point of the
provision of the service. Revenue is recognised as earned at a point in time on
the unconditional supply of these services, which are received and consumed
simultaneously by the customer. The Group measures revenues at the fair value
of the consideration received or receivable for the provision of consultancy
services net of Value Added Tax.
Interest income
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected life
of the financial asset to that asset's net carrying amount on initial
recognition.
Financial instruments
The Company has elected to apply the limited exemption in IFRS 9 relating to
classification, measurement and impairing requirements for financial
instruments, and accordingly comparative periods have not been restated and
remain in line with the previous standard IAS 39 "Financial Instruments:
Recognition and Measurement";
Classification and measurement
The Company classifies its financial assets into the following categories:
those to be measured subsequently at fair value (either through other
comprehensive income (FVOCI) or through the income statement (FVPL) and those
to be held at amortised cost.
Classification depends on the business model for managing the financial assets
and the contractual terms of the cash flows.
Management determines the classification of financial assets at initial
recognition. The Company's policy with regard to financial risk management is
set out in Note 22. Generally, the Company does not acquire financial assets
for the purpose of selling in the short term.
The Company's business model is primarily that of "hold to collect" (where
assets are held in order to collect contractual cash flows). When the Company
enters into derivative contracts, these transactions are designed to reduce
exposures relating to assets and liabilities, firm commitments or anticipated
transactions.
Financial Assets held at amortised cost
The classification applies to debt instruments which are held under a hold to
collect business model and which have cash flows that meet the "solely payments
of principal and interest" (SPPI) criteria.
At initial recognition, trade receivables that do not have a significant
financing component, are recognised at their transaction price. Other
financial assets are initially recognised at fair value plus related
transaction costs, they are subsequently measured at amortised costs using the
effective interest method. Any gain or loss on derecognition or modification
of a financial asset held at amortised cost is recognised in the income
statement.
Financial Assets held at fair value through other comprehensive income (FVOCI)
The classification applies to the following financial assets:
·Debt instruments that are held under a business model where they are held for
the collection of contractual cash flows and also for sale ("collect and sale")
and which have cash flows that meet the SPPI criteria. An example would be
where trade receivable invoices for certain customers were factored from time
to time. All movements in the fair value of these financial assets are taken
through comprehensive income , except for the recognition of impairment gains
and losses, interest revenue (including transaction costs by applying the
effective interest method), gains or losses arising on derecognition and
foreign exchange gains and losses which are recognised in the income
statement. When the financial asset is derecognised, the cumulative fair value
gain or loss previously recognised in other comprehensive income is
reclassified to the income statement.
·Equity investments where the Company has irrevocably elected to present fair
value gains and losses on revaluation of such equity investments, including any
foreign exchange component, are recognised in other comprehensive income. When
equity investment is derecognised, there is no reclassification of fair value
gains or losses previously recognised in other comprehensive income to the
income statement. Dividends are recognised in the income statement when the
right to receive payment is established.
Financial Assets held at fair value through profit or loss (FVPL)
The classification applies to the following financial assets. In all cases,
transaction costs are immediately expensed to the income statement.
·Debt instruments that do not meet the criteria of amortised costs or fair
value through other comprehensive income. The Company has a significant
proportion of trade receivables with embedded derivatives for professional
pricing. These receivables are generally held to collect but do not meet the
SPPI criteria and as a result must be held at FVPL. Subsequent fair value
gains or losses are taken to the income statement.
·Equity investments which are held for trading or where the FVOCI election has
not been applied. All fair value gains or losses and related dividend income
are recognised in the income statement.
·Derivatives which are not designated as a hedging instrument. All subsequent
fair value gains or losses are recognised in the income statement.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value
and are subsequently measured at amortised cost using the effective interest
rate method. A provision is established when there is objective evidence that
the Group will not be able to collect all amounts due. The amount of any
provision is recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Impairment of financial assets
A forward looking expected credit loss (ECL) review is required for: debt
instruments measured at amortised costs are held at fair value through other
comprehensive income: loan commitments and financial guarantees not measured at
fair value through profit or loss; lease receivables and trade receivables that
give rise to an unconditional right to consideration.
As permitted by IFRS9, the Company applies the "simplified approach" to trade
receivable balances and the "general approach" to all other financial assets.
The general approach incorporates a review for any significant increase in
counter party credit risk since inception. The ECL reviews including
assumptions about the risk of default and expected loss rates. For trade
receivables, the assessment takes into account the use of credit enhancements,
for example, letters of credit. Impairments for undrawn loan commitments are
reflected as a provision.
Financial liabilities
Borrowings and other financial liabilities (including trade payables but
excluding derivative liabilities) are recognised initially at fair value, net
of transaction costs incurred, and are subsequently measured at amortised
costs.
Convertible bonds
Convertible bonds are regarded as compound instruments, consisting of a
liability component and an equity component. At the date of issue, the fair
value of the liability component is estimated using the prevailing market
interest rate for similar non-convertible debt. The difference between the
proceeds of issue of the convertible loan notes and the fair value assigned to
the liability component, representing the embedded option to convert the
liability into equity of the Group, is included in equity.
Issue costs are apportioned between the liability and equity components of the
convertible loan notes based on their relative carrying amounts at the date of
issue. The portion relating to the equity component is charged directly against
equity.
The interest expense on the liability component is calculated by applying the
prevailing market interest rate for similar non-convertible debt to the
liability component of the instrument. The difference between this amount and
the interest paid is added to the carrying amount of the convertible loan note.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any difference
between the proceeds (net of transaction costs) and the redemption value is
recognised in the statement of comprehensive income over the period of the
borrowings, using the effective interest method. Borrowings are classified as
current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the end of the
reporting period.
Borrowings costs
Borrowing costs are recognised in profit or loss in the period in which they
are incurred.
Trade payables
Trade payables are initially measured at fair value, and are subsequently
measured at amortised cost, using the effective interest rate method.
Segmental reporting
In identifying its operating segments, management generally follows the Group's
service lines, which represent the main products and services provided by the
Group. The measurement policies the Group uses for segment reporting under IFRS
8 are the same as those used in its financial statements. The disclosure is
based on the information that is presented to the chief operating decision
maker, which is considered to be the board of Clear Leisure plc.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities. Equity instruments
issued by the Group are recorded at the proceeds received net of direct issue
costs.
Share capital account represents the nominal value of the shares issued.
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax benefits.
Retained losses include all current and prior period results as disclosed in
the statement of comprehensive income.
Other reserves consist of the merger reserve, revaluation reserve, exchange
translation reserve and loan equity reserve.
* the merger reserve represents the premium on the shares issued less the
nominal value of the shares, being the difference between the fair value of
the consideration and the nominal value of the shares.
* the revaluation reserve represents the difference between the purchase
costs of the available for sale investments less any impairment charge and
the market or fair value of those investments at the accounting date.
* the exchange translation reserve represents the movement of items on the
statement of financial position that were denominated in foreign before
translation
* the loan equity reserve represents the value of the equity component of the
nominal value of the loan notes issued.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle that obligation and a reliable estimate can be made of
the amount of the obligation
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the year-end date, taking into
account the risks and uncertainties surrounding the obligation.
3.Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. Estimates and judgements are continually evaluated and are based
on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below
Impairment of goodwill
Goodwill has a carrying value of EURNil (2017: EURNil). The Group tests annually
whether goodwill has suffered any impairment, in accordance with the accounting
policy stated in Note 2. The recoverable amounts of cash-generating units have
been determined based on value-in-use calculations.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial
instruments (where active market quotes are not available) and non-financial
assets. This involves developing estimates and assumptions consistent with how
market participants would price the instrument. Management bases its
assumptions on observable data as far as possible, but this is not always
available. In that case management uses the best information available.
Estimated fair values may vary from the actual prices that would be achieved in
an arm's length transaction at the reporting date.
In order to arrive at the fair value of investments a significant amount of
judgement and estimation has been adopted by the Directors as detailed in the
investments accounting policy. Where these investments are un-listed and there
is no readily available market for sale the carrying value is based upon future
cash flows and current earnings multiples for which similar entities have been
sold.
Going Concern
The Group's activities generated a loss of EUR3,939,000 (2017: EUR1,884,000) and
had net current assets of EUR7,985,000 as at 31 December 2018. The Group's
operational existence is still dependent on the ability to raise further
funding either through an equity placing on AIM, or through other external
sources, to support the on-going working capital requirements.
After making due enquiries, the Directors have formed a judgement that there is
a reasonable expectation that the Group can secure further adequate resources
to continue in operational existence for the foreseeable future and that
adequate arrangements will be in place to enable the settlement of their
financial commitments, as and when they fall due.
For this reason, the Directors continue to adopt the going concern basis in
preparing the financial statements. Whilst there are inherent uncertainties in
relation to future events, and therefore no certainty over the outcome of the
matters described, the Directors consider that, based upon financial
projections and dependant on the success of their efforts to complete these
activities, the Group will be a going concern for the next twelve months. If it
is not possible for the Directors to realise their plans, over which there is
significant uncertainty, the carrying value of the assets of the Group is
likely to be impaired.
4.Segment information
IFRS 8 requires reporting segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed by the chief
operating decision maker.
Information reported to the Group's chief operating decision maker for the
purposes of resource allocation and assessment of segment performance is
specifically focused on the geographical segments within the Group.
Information regarding the Group's reportable segments is presented below:
2018 2017
UK Italy Total UK Italy Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Revenue - Consultancy 12 - 12 5 - 5
Cost of sales - - - - - -
Gross Profit 12 - 12 5 - 5
Finance Income - - - -
421 421
Finance charges (1,223) - (1,223) (83) - (83)
Other operating (3,878) ` (3,878) (329) - (329)
expenses
Exceptional items 1,300 - 1,300 - - -
Other gains and losses (150) - (150) (77) - (77)
(Loss) from - - - - (1,821) (1,821)
discontinuing
operations, net of tax
(Loss) for the (3,939) - (3,939) (63) 1,821 (1,884)
financial year
2018 2017
Net Net
additions Additions
to Net assets/ to Net assets/
Segment Segment non-current (liabilities) Segment Segment non-current (liabilities)
assets liabilities Assets assets liabilities assets
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
UK 8,835 (6,892) - 1,943 10,188 (8,988) - 1,200
Italy - - - - - - - -
8,835 (6,892) - 1,943 10,188 (8,988) - 1,200
5.Staff costs
2018 2017
EUR'000 EUR'000
Staff costs during the period including directors
comprise:
Wages and salaries 458 266
Social security costs and pension contributions 12
470 266
6.Directors' Emoluments
2018 2017
EUR'000 EUR'000
Aggregate emoluments 339 162
Share based payment - 33
339 195
There are no retirement benefits accruing to the Directors. Details of
directors' remuneration are included in the Directors' Report.
7.Expenses by nature
2018 2017
EUR'000 EUR'000
Directors emoluments 339 195
Employee emoluments 131 71
Legal and professional fees 705 (126)
Audit and accountancy fees 107 70
Administrative expenditure 236 114
Bad debts 2,673 5
Payables waived (313) -
3,878 329
8.Other gains and losses
2018 2017
EUR'000 EUR'000
Revaluation of investments - (77)
Revaluation of Zero-Coupon Bond (150) -
(150) (77)
9.Exceptional items
2018 2017
EUR'000 EUR'000
Claim settlement 1,300 -
On 9 November 2018 a full and final settlement had been reached in relation to
a legal claim for the sum of EUR1,300,000 payable in cash to Clear Leisure plc.
10.Finance charges
2018 2017
EUR'000 EUR'000
Interest on convertible bonds 196 82
Interest on other loans 87 -
Interest on bank loans and overdrafts - 1
Impairment of syndicated loans 933 -
Irrecoverable VAT 7 -
1,223 83
11.Auditor's remuneration
2018 2017
EUR'000 EUR'000
Group Auditor's remuneration:
Fees payable to the Group's auditor for the audit of the 35 33
Company and consolidated financial statements:
Non audit services:
Other services (tax) 3 3
Subsidiary Auditor's remuneration
Other services pursuant to legislation 7 6
45 42
12.Employee numbers
2018 2017
Number Number
The average number of Company's employees, including
directors during the period was as follows:
Management and administration 4 4
13.Company income statement
An income statement for Clear Leisure plc is not presented in accordance with
the exemption allowed by Section 408 of the Companies Act 2006. The parent
company's comprehensive loss for the financial year amounted to EUR1,921,000
(2017: EUR1,030,000).
14.Tax
2018 2017
EUR'000 EUR'000
Current taxation -
-
Deferred taxation - -
Tax charge for the year - -
The Group has a potential deferred tax asset arising from unutilised management
expenses available for carry forward and relief against future taxable profits.
The deferred tax asset has not been recognised in the financial statements in
accordance with the Group's accounting policy for deferred tax.
The Group's unutilised management expenses and capital losses carried forward
at 31 December 2018 amount to approximately EUR21 million (2017: EUR20 million) and
EUR9 million (2017: EUR9 million) respectively.
The standard rate of tax for the current year, based on the UK effective rate
of corporation tax is 19.00% (2017: 19.25%). The actual tax for the current and
previous year varies from the standard rate for the reasons set out in the
following reconciliation:
Continuing operations 2018 2017
EUR'000 EUR'000
Loss for the year before tax (3,939) (1,884)
Tax on ordinary activities at standard rate (748) (363)
Effects of:
Expenses not deductible for tax purposes 2 15
Foreign taxes - -
Tax losses available for carry forward against future 746 348
profits
Total tax - -
15.Earnings per share
The basic earnings per share is calculated by dividing the loss attributable to
equity shareholders by the weighted average number of ordinary shares in issue
during the period. Diluted earnings per share is computed using the weighted
average number of shares during the period adjusted for the dilutive effect of
share options and convertible loans outstanding during the period.
The loss and weighted average number of shares used in the calculation are set
out below:
2018 2017
Profit/ Weighted Per Profit/ Weighted Per
(Loss) average share (Loss) average share
EUR'000 no. Amount EUR'000 no. Amount
of shares Euro of shares Euro
000's 000's
Basic and fully
diluted earnings
per share
Continuing (3,939) 468,986 (EUR0.008) (63) 295,429 (EUR0.00)
operations
Discontinued - - - (1,821) 295,429 (EUR0.001)
operations
Total operations (3,939) 468,986 (EUR0.008) (1,884) 295,429 (EUR0.001)
The share options in issue are anti-dilutive in respect of the loss per share
calculation and have therefore not been included.
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. In
respect of 2017 and 2018 the diluted loss per share is the same as the basic
loss per share as the loss for each year has an anti-dilutive effect.
16.Goodwill
2018 2017
EUR'000 EUR'000
Cost
At 1 January - 1,312
Disposal of subsidiary - (1,312)
At 31 December - -
Accumulated impairment losses
At 1 January - 1,312
Impairment loss for the year - -
Disposal of subsidiary - (1,312)
At 31 December - -
Net book value - -
Goodwill is allocated to cash generating units. The recoverable amount of each
unit is determined based on value-in-use calculations. The key assumptions for
the value-in-use calculation are those regarding discount rates and growth
rates as well as expected changes to costs and selling prices. Management have
estimated the discount rate based on the weighted average cost of capital.
Changes in selling prices and direct costs are based on past experience and
expectations of future change in the markets. These calculations use cash flow
projections based on financial budgets approved by management looking forward
up to five years. Cash flows are extrapolated using estimated growth rates
beyond the budget period. The key assumptions for the value-in-use calculations
are:
·a real growth rate of 2% which has been used to extrapolate cash flows beyond
the budget period; and
·a WACC rate of 15% applied to the cash flow projection.
The Group tests annually for impairment, or more frequently if there are
indications that goodwill might be impaired.
17.Investments
Company 2018 2017
EUR'000 EUR'000
As at 1 January:
Loans to subsidiary undertakings 10,019 9,548
Net advances/(repayments) during the year (352) 471
Impairment in investment - -
As at 31 December 9,667 10,019
The significant subsidiary undertakings held by the Group at 31 December 2018
were as follows:
Country of
Subsidiaries incorporation % Owned Nature of business
Clear Leisure 2017 England 100.00 Investment holding
Limited company
Brainspark Associates England 100.00 Investment holding
Limited company
SoSushi Company S.r.l. Italy 99.93 Brand Management
Clear Holiday S.r.l. Italy 100.00 Dormant company
Group Group Group Company Company
2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
Fair value
At 1 January 557 634 - -
Movement in fair value of 57 (77) 31 -
investments
Additions 504 - 504 -
Carrying value at 31 December 1,118 557 535 -
An amount of EUR583,000 included within Group investments held for trading is a
level 3 investment and represents the fair value of 533,990 shares in GeoSim
Systems Ltd.
An amount of EUR340,000 included within Company investments held for trading is a
level 3 investment and represents the fair value of a 10% interest in PBV
Monitor Srl.
An amount of EUR195,000 included within Company investments held for trading is a
level 3 investment and represents a 50% Joint Venture partnership interest in
Miner One Limited.
18.Trade and other receivables
Restated
Group Group Company Company
2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
Other receivables 7,003 9,329 99 454
Trade receivables - - - -
Amount falling due after one year - - - -
Amounts owed by subsidiaries 447 302 9,222 10,019
Current assets 7,003 9,329 99 454
Non-current assets 447 302 9,222 10,019
Group other receivables include EUR4,440,000 due from Sipiem, the amount is
unsecured, interest free and does not have fixed terms of repayment.
The directors consider that the carrying value of trade and other receivables
approximates to their fair value.
19.Cash and cash equivalents
Group Group Company Company
Group 2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
Cash at bank and in hand 267 - 267 -
267 - 267 -
The Directors consider the carrying amounts of cash and cash equivalents
approximates to their fair value.
20.Trade and other payables
Group Group Company Company
2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
Trade payables 307 632 146
632
Other payables 150 39 60 39
Accruals 50 45 45 40
Trade and other payables 507 716 251 711
The directors consider that the carrying value of trade and other payables
approximates to their fair value.
21.Borrowings
Group Group Company Company
2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
7% Convertible bond 2014 - 73 - 73
Zero rate convertible bond 2015 4,522 6,292 4,522 6,292
Convertible loan note 1,520 1,243 1,520 1,243
Other borrowings 343 664 343 664
6,385 8,272 6,385 8,272
Disclosed as: 343 7,029 343 7,029
Current borrowings
Non-current borrowings 6,042 1,243 6,042 1,243
6,385 8,272 6,385 8,272
7% Convertible Bond 2014
On 31 March 2010 the company launched an issue of GBP10 million (EUR12 million),
before issue costs, 7% convertible bonds due 2014. The Bonds are denominated in
sterling and are convertible into new ordinary shares of 2.5 pence each in the
company at a conversion rate of 400 New Ordinary Shares per Bond up until 15
March 2014. The nominal value of each Bond is GBP1,000 (EUR1,200). The redemption
date of the bonds is 31 March 2014 the coupon of 7% is payable at the end of
each year. The Company, between 1 and 7 April 2012, was able to repurchase and
serve notice on any or all of the bondholders to sell their Bond in whole or in
part at 110% of the nominal value. The bondholders, at any time prior to
redemption, may serve a conversion notice to the company in respect of all or
any integral multiple of GBP1,000 (EUR1,200) nominal value of bonds held by them.
During 2011, a bond holder converted GBP2.64 million (EUR3.17 million) into equity
shares for which 8,035,856 ordinary shares of 2.5p each were issued in exchange
for the bond and cumulative interest due thereon.
During 2012, bonds were converted for a total amount of EUR8.2 million. The
conversion was settled as follows:
EUR4.9 million (GBP3.9 million) including cumulative interest was converted into
equity shares (11,000,000 Ordinary 2.5p shares at 36p each.) EUR3.3 million (GBP2.7
million) including cumulative interest was settled in cash for EUR1.9 million,
with approximately 40% discount realising EUR1.3 million (GBP1.1 million) profit
for the Group.
In March 2014 EUR1,885,400 zero rate convertible bonds 2015 were issued in
settlement of GBP1,563,000 7% bonds including all unpaid and accrued interest up
to the date of settlement. This settlement has resulted in a credit to the
income statement of EUR439,000 for the year ended 31 December 2014.
In October 2018, two bond holders converted GBP65,000 (EUR73,000) including
cumulative interest into 1,625,000 new ordinary shares of 0.25 pence at a price
of 4.00 pence per share.
Zero Rate Convertible Bond 2015
2018 2017
EUR'000 EUR'000
Liability component at 1 January 6,292 6,453
Adjustment from renegotiation of convertible bonds - (363)
Interest charge for the year 192 202
Adjustment from the conversion of bonds (1,962) -
Liability component at 31 December 4,522 6,292
Disclosed as:
Non-Current Liabilities 4,522 -
Current Liabilities - 6,292
Interest on the bonds was payable annually on 31 March each year. No interest
payment was made on 31 March 2014 or on 31 March 2015. The liability component
of the bonds at 31 December 2018 includes all interest accrued to that date.
The unpaid interest together with accrued interest to 31 December 2018 is
included within current liabilities.
Under IAS 32 the bonds contain two components, liability and equity elements.
The equity element is presented in equity under the heading of "equity
component of convertible instrument". The effective interest rate of the
liability element on initial recognition is 12.5% per annum.
On 25 March 2013 the Company issued EUR3,000,000 nominal value of zero rate
convertible bonds at a discount of 22%. The bonds are convertible at 15p per
share and had a redemption date of 15 December 2015.
During 2014 the Company issued EUR1,885,400 zero bonds in settlement of GBP
1,563,000 7% bonds (see above). Also EUR600,000 zero bonds were issued in
settlement of a debt of EUR518,000 and EUR450,000 bonds were issued for cash
realising EUR412,000 before expenses.
On 15 December 2015 the bondholders meeting approved the amendments on the Zero
Rate Convertible Bond 2015, originally due on 15 December 2015. Under new terms
the final maturity date of the Bond is 15 December 2017 and the interest was
reduced from 9.5% to 7%.
On 15 December 2016 the bondholders meeting approved the amendments on the Zero
Rate Convertible Bond 2015, originally due on 15 December 2017. Under new terms
the final maturity date of the Bond is 15 December 2018 and the interest has
been reduced from 7% to 1%.
On 19 June 2018, the holders of its EUR9.9m Bonds agreed to extend the final
maturity date of the Bonds from 15 December 2018 to 15 December 2022. The
Company is now able to convert the Bonds into new ordinary shares of 0.25p
each.
On 28 December 2018, bonds with a face value of EUR2,100,000 plus cumulative
interest were converted into 50,992,826 new ordinary shares of 0.25 pence at a
price of 3.76 pence per share.
Other Borrowings
In March 2018, the Company agreed with a lender to settle EUR250,000 of a loan by
issuing 22,321,429 new ordinary shares of 0.25 pence at a price of 1.00 pence
per share.
22.Financial instruments
The Group's financial instruments comprise cash, available for sale
investments, trade receivables, trade payables that arise from its operations
and borrowings. The main purpose of these financial instruments is to provide
finance for the Group's future investments and day to day operational needs.
The Group does not enter into any derivative transactions such as interest rate
swaps or forward foreign exchange contracts, as the Group's exposure to
movements in foreign exchange rates is not considered significant (see Foreign
currency risk management). The main risks faced by the Group are limited to
interest rate risk on surplus cash deposits and liquidity risk associated with
raising sufficient funding to meet the operational needs of the business. The
Board reviews and agrees policies for managing these risks and they are
summarised below.
FINANCIAL ASSETS BY CATEGORY
The categories of financial assets included in the statement of financial
position and the headings in which they are included are as follows:
2018 2017
EUR'000 EUR'000
Financial assets:
Financial assets held at fair value through other 557
comprehensive income 1,118
Loans and receivables 7,540 9,631
Cash and cash equivalents 267 -
8,835 10,188
FINANCIAL LIABILITIES BY CATEGORY
The categories of financial liabilities included in the statement of financial
position and the headings in which they are included are as follows:
2018 2017
EUR'000 EUR'000
Financial liabilities at amortised cost:
Trade and other payables 507 716
Borrowings 6,385 8,272
6,892 8,988
Financial instruments measured at fair value:
Level 1 Level 2 Level
3
EUR'000 EUR'000 EUR'000
As at 31 December 2018
Available for sale investments - - -
Investments held for trading - - 1,118
- - 1,118
As at 31 December 2017
Available for sale investments - - -
Investments held for trading - - 557
- - 557
The Company has adopted fair value measurements using the IFRS 7 fair value
hierarchy.
Categorisation within the hierarchy has been determined on the basis of the
lowest level of input that is significant to the fair value measurement of the
relevant asset as follows:
Level 1: valued using quoted prices in active markets for identical assets;
Level 2: valued by reference to valuation techniques using observable
inputs other than quoted prices included in Level 1;
Level 3: valued by reference to valuation techniques using inputs that are
not based on observable markets criteria.
The Level 3 investment refers to an investment in GeoSim Systems Ltd, PBV
Monitor Srl and Miner One Limited.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able
to continue as going concerns while maximising the return to stakeholders
through optimisation of the debt and equity balance. The capital structure of
the Group consists of debt attributable to convertible bondholders, borrowings,
cash and cash equivalents, and equity attributable to equity holders of the
Group, comprising issued capital, reserves and retained earnings, all as
disclosed in the Statement of Financial Position.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instrument disclosed in Note 2 to the
financial statements.
Financial risk management objectives
The company is exposed to a variety of financial risks which result from both
its operating and investing activities. The Group's risk management is
coordinated by the board of directors and focuses on actively securing the
Company's short- and medium-term cash flows by raising liquid capital to meet
current liability obligations.
Market price risk
The Company's exposure to market price risk mainly arises from movements in the
fair value of its investments held for trading. The Group manages the
investment price risk within its long-term investment strategy to manage a
diversified exposure to the market. If the investments held for trading were to
experience a rise or fall of 15% in their fair value, this would result in the
Group's net asset value and statement of comprehensive income increasing or
decreasing by EUR168,000 (2017: EUR180,000).
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which monitors the Group's short, medium and long-term funding and
liquidity management requirements on an appropriate basis. The Group has
minimal cash balances at the reporting date (refer to Note 2 - Basis of
preparation of financial statements and going concern). The Group continues to
secure future funding and cash resources from disposals as and when required in
order to meet its cash requirements. This is an on-going process and the
directors are confident with their cash flow models.
The following are the undiscounted contractual maturities of financial
liabilities:
Carrying Less than 1 Between
Amount year 1 and 5 Total
years
EUR'000 EUR'000 EUR'000 EUR'000
As at 31 December 2018
Trade and other payables 507 507 - 507
Borrowings 6,385 343 6,042 6,385
6,892 850 6,042 6,892
As at 31 December 2017
Trade and other payables 716 -
716 716
Borrowings 8,272 7,029 1,243 8,272
8,988 7,745 1,243 8,988
Management believes that based on the information provided in Notes 2 and 3 -
in the 'Basis of preparation' and 'Going concern', that future cash flows from
operations will be adequate to support these financial liabilities.
Interest rate risk
The Group and Company manage the interest rate risk associated with the Group
cash assets by ensuring that interest rates are as favourable as possible,
whilst managing the access the Group requires to the funds for working capital
purposes.
The Group's cash and cash equivalents are subject to interest rate exposure due
to changes in interest rates. Short-term receivables and payables are not
exposed to interest rate risk. The borrowings are at fixed interest rates.
Group Company
2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
Fixed rate instruments
Financial assets 8,835 10,188 901 454
Financial liabilities 6,892 8,988 6,636 8,983
Change in interest rates will affect the Group's income statement as follows:
Group
Gain / (loss)
2018 2017
EUR'000 EUR'000
Euribor +0.5% / -0.5% - / - -/-
The analysis was applied to financial liabilities based on the assumption that
the amount of liability outstanding as at the reporting date was outstanding
for the whole year.
Foreign currency risk management
The Group undertakes certain transactions denominated in currencies other than
Euro, hence exposures to exchange rate fluctuations arise. Amounts due to
fulfil contractual obligations of GBPNil (2017: GBPNil) are denominated in
sterling. An adverse movement in the exchange rate will impact the ultimate
amount payable, a 10% increase or decrease in the rate would result in a profit
or loss of GBPNil (2017: GBPNil). The Group's functional and presentational
currency is the Euro as it is the currency of its main trading environment, and
most of the Group's assets and liabilities are denominated in Euro. The parent
company is located in the sterling area.
Credit risk management
The Group's financial instruments, which are subject to credit risk, are
considered to be trade and other receivables. There is a risk that the amount
to be received becomes impaired. The Group's maximum exposure to credit risk is
EUR7,450,000 (2017: EUR10,085,000) comprising receivables during the period. About
65% of total receivables are due from a single company. The ageing profile of
trade receivables was:
2018 2017
Total Allowance Total Allowance
book for book for
value impairment value impairment
Group EUR'000 EUR'000 EUR'000 EUR'000
Current 7,450 - 9,631 -
Overdue more than one year - - - -
7,450 - 9,631 -
2018 2017
Total Allowance for Total book value Allowance
book impairment for
value impairment
Company EUR'000 EUR'000 EUR'000 EUR'000
Current 9,766 - 10,437 -
Overdue more than one year - - - -
9,766 -
- 10,437
22.Share capital and share premium
ISSUED AND FULLY Number of Number of Ordinary Deferred Share Total
PAID: ordinary deferred share Share premium
shares shares capital capital EUR'000 EUR'000
EUR'000 EUR'000
At 1 January 2017 286,043,117 199,409,377 877 5,467 43,351 49,695
Issue of shares 3,658,536 - 11 - 24 35
Issue of shares 13,043,478 - 37 - 134 171
Conversion of loan 7,546,155 - 21 - 54 75
stock to shares
At 31 December 2017 310,291,286 199,409,377 946 5,467 43,563 49,976
Issue of shares 58,333,334 - 162 - 226 388
Settlement of other 22,321,429 - 62 - 186 248
borrowings
Issue of shares 42,857,143 - 119 - 214 333
Issue of shares 63,157,890 - 175 - 490 665
Issue of shares 8,263,250 - 23 - 79 102
Issue of shares 7,868,130 - 22 - 75 97
Conversion of loan 1,625,000 - 5 - 68 72
note to shares
Conversion of loan 50,992,826 - 141 - 1,985 2,126
note to shares
Issue of shares 35,365,389 - 98 - 211 309
Issue of shares 3,076,923 - 9 - 25 33
Share issue costs - - - - (84) (84)
At 31 December 2018 604,152,600 199,409,377 1,761 5,467 47,038 54,265
The deferred shares have restricted rights such that they have no economic
value.
On 24 January 2017, the Company allotted 3,658,536 ordinary shares of 0.25
pence to Francesco Gardin in accordance with his contract at a price of 0.82
pence per share.
On 17 July 2017, the Company raised a total of GBP150,000 (EUR171,000) gross of
expenses through a placing of 13,043,478 ordinary shares of 0.25 pence at a
price of 1.15 pence per share.
On 25 July 2017, convertible loans of EUR74,830 were converted to 7,546,155
ordinary shares of 0.25 pence at a price of 0.89 pence per share.
On 26 January 2018, the Company raised a total of GBP350,000 (EUR388,000) gross of
expenses through a placing of 58,333,334 new ordinary shares of 0.25 pence at a
price of 0.60 pence per share.
In March 2018, the Company agreed with a lender to settle EUR250,000 of a loan by
issuing 22,321,429 new ordinary shares of 0.25 pence at a price of 1.00 pence
per share.
On 16 March 2018, the Company raised a total of GBP300,000 (EUR333,000) gross of
expenses through a placing of 42,857,143 new ordinary shares of 0.25 pence at a
price of 0.70 pence per share.
On 23 May 2018, the Company raised a total of GBP600,000 (EUR665,000) gross of
expenses through a placing of 63,157,890 new ordinary shares of 0.25 pence at a
price of 0.95 pence per share.
On 30 May 2018, the Company agreed with a lender to settle a balance of GBP91,722
(EUR102,000) of accrued interest on a loan by issuing 8,263,250 new ordinary
shares of 0.25 pence at a price of 1.11 pence per share.
On 30 May 2018, the Company issued 7,868,130 new ordinary shares of 0.25 pence
amounting to EUR100,000 to its Joint Venture Partner in Miner One Limited at a
price of 1.11 pence per share.
On 5 October 2018, the Company issued 1,625,000 new ordinary shares on
conversion by two bondholders of the 2010 7% Bonds ("Bonds") with a face value
of GBP65,000 (EUR72,000) at a price of 4.00 pence per share.
On 28 December 2018, convertible bonds with a face value of EUR2,100,000 plus
accrued interest were converted into 50,992,826 new ordinary shares at a price
of 3.76 pence per share.
On 28 December 2018, the Company issued 35,365,389 new ordinary shares as
consideration of GBP278,750 (EUR309,000) to acquire a 10% interest in PBV Monitor
Srl at a price of 0.788 pence per share.
On 31 December 2018, the Company allotted 3,076,923 new ordinary shares of 0.25
pence, GBP30,000 (EUR33,000) to Francesco Gardin in settlement of his 2017
remuneration package at a price of 0.975 pence per share.
Within the year ended 31 December 2018, invoices with a cumulative value of EUR
127,000 were settled by the issue of new ordinary shares of 0.25 pence at an
average price of 0.740 pence per share. EUR84,000 related directly to expenses
incurred during the issue of new share capital.
23.Share based payments
Equity settled share option scheme
The Company operates share-based payment arrangements to remunerate directors
and key employees in the form of a share option scheme. Equity-settled
share-based payments are measured at fair value (excluding the effect of
non-market based vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the
Company's estimate of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions.
On 31 July 2015, Francesco Gardin and Reginald Eccles were granted options to
subscribe for 10,000,000 and 3,000,000 new ordinary shares in the Company at an
exercise price of 1.25 pence per share. The options are exercisable for a
period of ten years from the date of grant.
The significant inputs to the model in respect of the options granted in 2015
were as follows:
2015
Grant date share price 0.74 pence
Exercise share price 1.25 pence
No. of share options 13,000,000
Risk free rate 1.5%
Expected volatility 50%
Option life 10 years
Calculated fair value per share 0.2 pence
The total share-based payment expense recognised in the income statement for
the year ended 31 December 2018 in respect of the share options granted was EUR
Nil (2017: EURNil).
Number of Exercised Number of Exercise
options at Granted Exercised in the options at Price, Expiry
1 Jan 2018 in the in the year 31 Dec pence date
year year 2018
10,000,000 - - - 10,000,000 1.25 31.07.2020
3,000,000 - - - 3,000,000 1.25 31.07.2020
13,000,000 - - - 13,000,000
Number of Cancelled Number of Exercise
options at Granted Exercised in the options at Price, Expiry
1 Jan 2017 in the in the year 31 Dec pence date
year year 2017
10,000,000 - - - 10,000,000 1.25 31.07.2020
3,000,000 - - - 3,000,000 1.25 31.07.2020
13,000,000 - - - 13,000,000
The remaining contractual life at 31 December 2018 is 1.5 years (31 December
2017 - 2.5 years).
24.Other reserves
The Group considers its capital to comprise ordinary share capital, share
premium, retained losses and its convertible bonds. In managing its capital,
the Group's primary objective is to maintain a sufficient funding base to
enable the Group to meet its working capital and strategic investment needs. In
making decisions to adjust its capital structure to achieve these aims, through
new share issues, the Group considers not only their short-term position but
also their long-term operational and strategic objectives.
Group Merger Revaluation Loan note Share Foreign Total
reserve reserve equity option exchange other
reserve reserve reserve reserves
EUR'000
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2017 8,325 2,531 533 51 - 11,440
Issue of convertible - - 1,203 - - 1,203
loan notes
Transfer of reserves - (2,531) - - - (2,531)
At 31 December 2017 8,325 - 1,736 51 - 10,112
and at 1 January
2018
Transfer of reserves - - (43) - 435 392
Movements within the 11 - - - (11) -
year
At 31 December 2018 8,336 - 1,693 51 424 10,504
Company Merger Revaluation Loan note Share Foreign Total
reserve reserve equity option exchange other
reserve reserve reserve reserves
EUR'000
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2017 - - 533 51 - 584
Issue of convertible - - 1,203 - - 1,203
loan notes
Transfer of reserves - - - - - -
At 31 December 2017 - - 1,736 51 - 1,788
and at 1 January
2018
Transfer of reserves - - (43) - 116 73
Movements within the - - - - - -
year
At 31 December 2018 - - 1,693 51 116 1,861
25.Cash used in operations
Group Group Company Company
2018 2017 2018 2017
EUR'000 EUR'000 EUR'000 EUR'000
Loss before tax (3,939) (1,884) (1,921) (1,030)
Renegotiation of zero-coupon bond - (421) - 421
Movement in fair value of (57) 77 (31) -
investments
held for trading
Foreign exchange effect 392 - 73 -
Loss on disposal of discontinued - 1,821 - 902
operations
Finance charges 1,223 83 284 83
(Increase) in receivables 2,030 (2,081) 355 (378)
(Decrease) in payables (209) (411) (460) (133)
Cash used in operations (560) (2,816) (1,700) (977)
27.Discontinued operations
On 1 October 2017 a liquidator was appointed to Mediapolis Srl. This has been
accounted for as a disposal of the Group's equity interest in Mediapolis.
2017
EUR'000
Net assets of Mediapolis at the date of liquidation 1,798
Proceeds of disposal -
Disposal proceeds less net assets (1,798)
Secured debt assigned to Clear Leisure 2,678
Amounts paid for assignment of debt (1,250)
Write down of unsecured debt (402)
Loss on disposal of discontinued operations (772)
The results of the discontinued operations, which have been included in the
consolidated income statement, were as follows:
2017
EUR'000
Revenue 63
Expenses (1,112)
Loss before tax (1,049)
Loss on disposal of discontinued operations (772)
Net loss attributable to discontinued operations (1,821)
28.Operating lease commitments
There were no operating lease commitments at 31 December 2017 and 31 December
2018.
29.Ultimate controlling party
The Group considers that there is no ultimate controlling party.
30.Related party transactions
Transactions between the company and its subsidiaries, which are related
parties have been eliminated on consolidation and are not disclosed in this
note. Transactions between the company and its subsidiaries are disclosed in
the company's separate financial statements.
On 31 December 2018, the Company allotted 3,076,923 new ordinary shares of 0.25
pence to Francesco Gardin in settlement of his 2017 remuneration package at a
price of 0.975 pence per share.
During the year, Metals Analysis Limited, a company in which R Eccles is a
Director, charged Clear Leisure Plc EUR6,000 (2017: EUR48,000) for consultancy
fees. The amount owed from Metals Analysis Limited at year end is EUR3,964 (2017:
EUR14,943 owed to).
The shareholder loan as disclosed in Note 22 'Borrowings' is a loan provided by
Eufingest which has a 14.28% shareholding also has an outstanding loan for EUR
2,440,422.
Remuneration of key management personnel
The remuneration of the directors, who are the key personnel of the group, is
included in the Directors Report. Under "IAS 24: Related party disclosures",
all their remuneration is in relation to short-term employee benefits.
31.Events after the reporting date
On 29 March 2019, Eufingest SA agreed to extend the repayment of the following
unsecured loans from initially 31 December 2018 to 31 March 2019 and then to 30
June 2019. EUR50,000 & EUR250,000 as announced on 7 December 2017 and 2 January
2018 respectively. EUR200,000 as first announced on 3 October 2018. All other
terms and conditions of the Loans remain unchanged.
On 9 November 2018 a full and final settlement has been reached in relation to
a legal claim for the sum of EUR1,300,000 payable in cash to Clear Leisure plc.
In January 2019, the Company received both tranches of the settlement of GBP1.15
million (before legal and insurance expenses of nearly GBP300,000) from the
defendants of the High Court Case.
32.Prior year adjustments
The 2017 Group figures have been restated which incorrectly classified
Investments held at a value of EUR302,000 as other receivables.
-ends-
END
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