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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 0.0% 2.70 2.60 2.80 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Nonequity Investment Instruments 0.0 -1.3 -0.3 - 24

Clear Leisure Plc Notice of General Meeting

14/04/2021 7:00am

UK Regulatory (RNS & others)


 
TIDMCLP 
 
14 April 2021 
 
                               Clear Leisure Plc 
                      ("Clear Leisure" or "the Company") 
 
                           Notice of General Meeting 
       New Investment Policy, Change of Company's Name, Grant of Options 
                         and Authority to Issue Shares 
 
The board of Clear Leisure (AIM: CLP) wishes to advise shareholders that the 
Company intends to issue a notice of general meeting to be held at 22 Great 
James Street, London WC1N 3ES, at 12:00 p.m. on 6 May 2021, to seek approval 
for the following: 
 
  *  Amend the Company's Investing Policy 
  *  Change the Company's name to Quantum Blockchain Technologies plc 
  *  Authorise the granting of options to the CEO and current and future 
    management team of the Company 
  *  Grant authorities to the directors to issue shares in the Company 
  *  Dis-apply pre-emption rights 
 
Proposal to change the Company's investing policy 
 
The Company's current investing policy is to acquire minority or majority 
interests in companies operating in the leisure, hospitality, media and 
technology sectors. Over the past five years, since the appointment of 
Professor Francesco Gardin as CEO, the Company has been progressively moving 
its investment focus away from the leisure and hospitality sectors, and towards 
the technology sector; specifically seeking investment opportunities within the 
high growth blockchain, cryptocurrencies, artificial intelligence and 
interactive media sectors. 
 
The rationale for this change in focus is to utilise the expertise of Professor 
Gardin within these high growth sectors, whilst also taking into account that 
the Company's involvement in its litigation in relation to its legacy Italian 
leisure assets is gradually drawing to a close. 
 
The proposed new investing policy is as follows: 
 
"The Company invests in the technology sector, with special focus on, but not 
limited to, Blockchain, Artificial Intelligence, Cryptocurrencies and Quantum 
computing. 
 
 As well as making direct investments, the Company may also act as Investment 
Manager for one or more selected venture capital funds, in compliance with the 
FCA regulations, which identify, invest in and acquires companies, assets and 
projects in the technology sector which show excellent growth potential on a 
stand-alone basis and which would add value to the Company's portfolio of 
investments. 
 
The Company may make investments in target businesses at all stages of 
development. 
 
The majority of investments will be made in unlisted companies, however listed 
companies may, from time to time, be considered on a selective basis. 
 
The geographical focus will be mainly Europe, but investments may also be 
considered in other regions to the extent the Board considers that valuable 
opportunities exist, and positive returns can be achieved. 
 
The Board expects that investments will typically be held for the medium to 
long term, although short term disposal of assets cannot be ruled out. 
 
The Company's investments may range from a minority position with strategic 
influence to a controlling position. Any transaction constituting a reverse 
takeover under the AIM Rules will require shareholder approval and the 
publication by the Company of an admission document meeting the requirements of 
the AIM Rules. 
 
The Board believes that its broad collective experience together with its 
extensive network of contacts will assist it in the identification, evaluation 
and funding of investment targets. When necessary other external expert 
professionals will be engaged to assist in undertaking the due diligence of 
prospective targets and related transaction analysis. The Board may also 
consider appointing additional directors and key employees with relevant 
experience as part of any specific investment. 
 
Investments are expected to be in the form of equity, debt or convertible debt. 
The Company may offer shares as well as cash by way of consideration for 
prospective investments, thereby helping to preserve the Company's cash for 
working capital purposes. The Company may, in appropriate circumstances, place 
shares, issue debt securities or borrow money to complete an investment." 
 
Change in the name of the Company 
 
The board believes that, in line with the proposed new investing policy, the 
Company's name should also change accordingly to reflect better its new 
technology focused strategy. 
 
The proposed name, Quantum Blockchain Technology plc, is a strong informative 
name indicating the Company's intended investment focus and goals. 
 
Professor Gardin's continuing role and proposed issue of options 
 
Having successfully, over the last five years, steered Clear Leisure through 
liquidation of Company legacy assets, ensured sufficient funding for working 
capital purposes and transitioned the Company towards a technology focused 
strategy; the Company wishes to retain the services of Professor Gardin and 
incentivise him appropriately given his expertise within the high tech digital 
industry. 
 
Accordingly, the Company has entered into a new contract with Professor Gardin, 
a material component of which is the incentive provided by the grant of share 
options over ordinary shares of 0.25 pence each in the Company ("Ordinary 
Shares"). 
 
Subject to shareholder approval, the Company wishes to issue Professor Gardin 
with 200 million share options over Ordinary Shares, ("Share Options") which 
will be divided into two equal tranches. The first tranche, exercisable between 
6 May 2022 and 6 May 2026, will carry a strike price of 5p per new Ordinary 
Share whilst the second tranche will have a strike price of 10p per new 
Ordinary Share and shall be exercisable between 6 May 2023 and 6 May 2026 (the 
strike prices represent respectively, an 89% and a 277% premium to the closing 
price of the Company's shares on 13 April 2020 being the latest practicable 
date prior to the release of this announcement). 
 
The proposed grant of Share Options to Professor Gardin is a related party 
transaction under the AIM Rules for Companies. Reginald Eccles, being the only 
director independent of the grant of Share Options considers, having consulted 
with the Company's nominated adviser, that the terms of the related party 
transaction are fair and reasonable insofar as the shareholders of the Company 
are concerned. 
 
Future intention to grant share options to staff 
 
With a view to attracting the best professionals in key technology areas in 
cryptocurrencies, artificial intelligence and quantum computing, the board has 
also approved the intention to issue share options to current and future 
members of the Company's team at the appropriate time. Any such grants will not 
exceed in total the issue of options over 100 million Ordinary Shares. 
 
Grant of authorities to issue shares 
 
The Notice of General Meeting will include resolutions to authorise the 
Directors to issue and allot up to 1.13 billion new ordinary shares of 0.25 
pence each in the Company ("Ordinary Shares") (£2,825,000 nominal amount), for 
the following specific purposes: 
 
  * £825,000 (330 million Ordinary Shares) for the conversion into Ordinary 
    Shares of a convertible zero coupon bond issued to Eufingest and amounting 
    to ?3,423,707 (as announced on 9 November 2020); 
 
  * £500,000 (200 million Ordinary Shares) in respect of any exercise of share 
    options conditionally granted to Professor Gardin; 
 
  * £250,000 (100 million Ordinary Shares) for the issue of Ordinary Shares in 
    respect of the exercise of any Share Options granted to the Company's 
    current and future employees; 
 
  * The balance (500 million Ordinary Shares) together with existing corporate 
    authorities granted in 2019 and 2020 may be issued for new investments, to 
    raise funds for working capital and for general corporate purposes. 
 
The Notice of General Meeting, Circular and proxy forms for the general meeting 
will be posted shortly to shareholders. Shareholders, as members of the 
Company, are entitled to appoint one or more proxies to exercise all or any of 
their rights to attend, speak and vote at the general meeting. In light of 
current Government social distancing measures relating to Covid-19, the general 
meeting will run as a closed meeting, with only the quorum necessary for a 
valid meeting. Shareholders will not be permitted to attend. 
 
                                     -ends- 
 
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 
 
Leander (Financial PR) 
                                                                  +44 (0) 7795 
168 157 
Christian Taylor-Wilkinson 
 
About Clear Leisure Plc 
 
Clear Leisure plc (AIM: CLP) is an AIM listed investment company which has 
recently realigned its strategic focus to technology related investments, with 
special regard to interactive media, blockchain and AI sectors. The Company 
also has shareholdings in a number of historical investments, primarily in 
Italian real estate companies, which it is currently seeking through court 
action, compensation from previous management for mismanagement. 
 
For further information, please visit, www.clearleisure.co.uk 
 
 
 
END 
 
 

(END) Dow Jones Newswires

April 14, 2021 02:00 ET (06:00 GMT)

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