Clear Leisure Plc Update on Bond Conversion and General Meeting

 
TIDMCLP 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF 
                            EU REGULATION 596/2014 
 
                                                                5 December 2018 
 
                               Clear Leisure Plc 
                      ("Clear Leisure" or "the Company") 
 
            Update on Bond Conversion and Notice of General Meeting 
 
Partial conversion of Company's EUR9.9m Bond 
 
On 12 September 2018, holders of the Clear Leisure (AIM: CLP) EUR9.9 million 
convertible bonds (the "Bonds"), approved amendments regarding the conversion 
terms of the Bonds and subsequently, on 28 September 2018, the Company issued a 
Conversion Notice to its bondholders which required any Objection to Conversion 
to be lodged with the Company by 27 November 2018 (as announced on 1 October 
2018). 
 
The board of the Company confirms that it has received valid Objection Notices 
amounting to EUR4.8m (at face value) of the EUR6.9m of the Bonds currently in 
issue. 
 
As a consequence, the Company has elected to convert EUR2.1m (at face value) plus 
accrued interest into Clear Leisure new ordinary shares, at a Conversion Price 
of 4.234 euro cents per share. The Conversion Price represents five times the 
average closing mid-market price of 0.752 pence per share in the ten working 
days immediately prior to the date of the Conversion Notice (28 September 
2018), converted into euros at the Company's reasonable assessment of the 
mid-market exchange rate on that date of 1.126 EUR to GBP. 
 
The Bond conversion represents approximately 30% of the Bonds currently in 
issue and will convert into 50,992,826 new ordinary shares of the Company. The 
Conversion Price equates to an 80% discount on the Bonds face value. 
 
The Conversion and allotment of shares will take place on or around 27 December 
2018 and application will be made for the new ordinary shares to be admitted to 
AIM. 
 
Notice of General Meeting 
 
Clear Leisure also wishes to advise shareholders that it has issued a notice of 
a General Meeting ("GM") to be held at 22 Great James Street, London WC1N 3ES, 
at 12:00 p.m. on 19 December 2018, to seek approval for the following special 
resolutions: 
 
  * to authorise the Directors to allot shares in the Company or grant rights 
    to subscribe for or to convert any security into shares in the Company up 
    to an aggregate nominal amount equal to GBP500,000; and, 
 
  * to dis-apply the statutory pre-emption provisions contained in Section 570 
    of the Companies Act for all newly authorised shares. 
 
The Notice of General Meeting, Circular and proxy forms for the General Meeting 
have been posted 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 GM. 
 
To be entitled to attend and vote at the GM (and for the purpose of the 
determination by the Company of the votes they may cast), Shareholders must be 
registered in the Register of Members of the Company by 12:00 p.m. 17 December 
2018 or, in the event of any adjournment, not less than 48 hours (excluding 
non-business day) prior to the time of the adjourned meeting. 
 
                                    -ends- 
 
For further information please contact: 
 
Clear Leisure Plc 
Francesco Gardin, CEO and Executive Chairman 
[phone] 
 
SP Angel Corporate Finance (Nominated Adviser & Broker) 
Jeff Keating / John Mackay / Charlie Bouverat 
[phone] 
 
 
Leander (Financial PR) 
Christian Taylor-Wilkinson 
[phone] 
 
About Clear Leisure Plc 
 
Clear Leisure plc (AIM: CLP) is an AIM listed investment company with a 
portfolio of companies primarily encompassing the leisure and real estate 
sectors mainly in Italy. The focus of 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 launched a joint venture initiative in the 
cryptocurrency mining sector. For further information, please visit, 
www.clearleisure.co.uk 
 
 
 
END 
 

(END) Dow Jones Newswires

December 05, 2018 02:00 ET (07:00 GMT)