Clear Leisure Plc Mediapolis Settlement

 
TIDMCLP 
 
23 June 2020 
 
                               Clear Leisure Plc 
                      ("Clear Leisure" or "the Company") 
 
                             Mediapolis Settlement 
 
The Board of Clear Leisure (AIM: CLP) is pleased to announce that a settlement 
agreement has been reached with the Mediapolis Receiver regarding the transfer 
of the Mediapolis auction funds from the Receiver to the Company's wholly-owned 
subsidiary, Clear Leisure 2017 Ltd ("CL 2017"). 
 
Under the terms of the settlement, following negotiations with the Receiver and 
the approvals of the Italian Court and the Creditors committee, an amount of EUR 
1,663,000 is payable to CL2017. This represents a discount of approximately 14% 
on the auction proceeds from the Mediapolis real estate sale of EUR1,938,469 and 
is, after deducting certain costs and fees connected to the sale of the real 
estate and outstanding business rate that must, by law, be paid from the 
auction proceeds. 
 
As part of the agreement, CL 2017 is in a bidding process with the Receiver to 
buy Mediapolis's rights to a potential claim against former Mediapolis 
directors and members of its internal audit committee, which has yet to be 
served. The exact amount of the claim is yet to be determined but could be in 
the order of millions of euros.  The sum of EUR50,000 of the amount now due to CL 
2017 will be kept in escrow by the Receiver until the bidding process to sell 
the rights of the potential claim are completed. 
 
Additionally, under Italian bankruptcy law, 20% of the auction proceeds must be 
kept in escrow by the Receiver until the closing of the bankruptcy process. The 
first payment to CL 2017 will, therefore, be EUR1,480,932.82 (being 80% of EUR 
1,938,469.98, the net land sales proceeds, less EUR50,000, being the deposit for 
the claim bid, plus a few of thousand euros of expenses). 
 
A final payment of EUR182,067 (less EUR50,000 if the potential claims mentioned 
above are assigned to CL 2017) will be made to CL 2017 at the end of the 
bankruptcy procedure. 
 
Following the settlement, neither Clear Leisure nor CL 2017 will have any 
future claim as creditors, while the Receiver will have no claim against Clear 
Leisure and CL 2017.  However, if any funds remain at the end of the bankruptcy 
process and, after settling other creditors, the proceeds will be divided, 
pro-rata, to shareholders. Clear Leisure is a 84.04% rightful shareholder in 
Mediapolis. 
 
The only sizeable remaining funds could come from an historic claim against 
Piedmont Region for EUR39.6m, the hearing for which has been pending since the 
new Company board was appointed in 2015. The Receiver's lawyers believe there 
is merit in pursuing this claim, but there can be no certainty as to whether 
any claim might be successful, the amount that might be awarded under the claim 
if it is successful and the timing of any conclusion to the claim. 
 
For sake of clarity the Sardinia Villas, the ownership of which have been 
disputed by the receiver of the original seller, are unlikely to generate any 
proceeds for Mediapolis. 
 
Financial Results for 31 December 2019 
 
The Company also announces that there will be a delay in the publication of the 
Company's audited financial results for the year ended 31 December 2019 (the 
"Final Results") as a result of the Covid-19 pandemic. 
 
The pandemic has delayed the ability to obtain the relevant information 
required for the accounting and audit work, in particular for the Italian 
holdings. Clear Leisure has therefore requested and received an extension to 
its filing deadline for the Company's Final Results from 30 June 2020 to 30 
September 2020. 
 
The working capital position at the date of this announcement is above GBP1.1m, 
including the amount due from the Receiver, but excluding the amounts due to 
Eufingest which are repayable by 30 September 2020 and amount to EUR3,955,000. 
The Board is confident that if circumstances require, the loans will roll over 
to the following quarter, as has been the case for the last four years. 
Moreover, Eufingest has confirmed its ongoing support by issuing a new EUR250,000 
loan facility with repayment date 30 September 2020, if drawn. The interest 
rate on any amounts drawn under the facility is 2.5% per annum (the "New Loan 
Facility"). 
 
It is currently intended that up to EUR1 million of the Mediapolis settlement 
could be used to repay amounts due to Eufingest but this figure has not yet 
been confirmed between the parties. 
 
Eufingest is a substantial shareholder of the Company as defined by the AIM 
Rules for Companies. The issue of the New Loan Facility is therefore a related 
party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies. The 
directors of Clear Leisure, having consulted with its nominated adviser, 
consider that the transaction is fair and reasonable insofar as its 
shareholders are concerned. 
 
Francesco Gardin, CEO and Executive Chairman of Clear Leisure, commented, "We 
are pleased to have put an end to a dispute which has been dragging on for 
nearly two years necessitating considerable management time and legal expenses. 
 
"The acquisition of the potential claim has been introduced in the negotiation 
as an opportunity on which we have put a spending cap of EUR50,000, although the 
estimate of the potential claim supplied by the Mediapolis Receiver is in the 
order of millions of euros. 
 
"While the legacy of Clear Leisure's past remains with the outstanding Sipiem 
and Sosushi claims, your Board can now better focus its energy on developing 
new businesses in the technology investment sector, where we have been 
exploring several new initiatives in recent months." 
 
                                    -ends- 
 
For further information please contact: 
 
Clear Leisure Plc 
    [phone] 
Francesco Gardin, CEO and Executive Chairman 
 
SP Angel Corporate Finance (Nominated Adviser & Broker)    [phone] 
Jeff Keating 
 
 
Leander (Financial PR)                        [phone] 
Christian Taylor-Wilkinson 
 
About Clear Leisure Plc 
 
Clear Leisure plc (AIM: CLP) is an AIM listed investment company which has 
recently realigned its strategic focus to technology related investments, with 
special regard to interactive media, blockchain and AI sectors. The Company 
also owns shareholdings in a number of historic investments primarily in the 
Italian real estate companies, which it is currently seeking compensation 
through court action. 
 
For further information, please visit, www.clearleisure.co.uk 
 
 
 
END 
 

(END) Dow Jones Newswires

June 23, 2020 02:00 ET (06:00 GMT)