REG-Clear Leisure Plc: Bondholder Meeting

Quantum Blockchain TechnologiesAnnouncement

06/08/2018 17:10

                                                                                                                     
6 August 2018

Clear Leisure Plc
(“Clear Leisure” or “the Company”)

Bondholder Meeting

Clear Leisure (AIM:CLP) wishes to notify that it has written to the holders of
the €9.9m Bonds (the “Bonds”) calling a meeting at 10.00 am on Wednesday
29 August 2018, at the Company’s registered office seeking Bondholders
approval to amend the conversion price of the Bonds as follows (the
“Proposal”);

The wording:

“The “Conversion Price” means an amount equal to not less than 20 per
cent and not more than 60 per cent of the Company’s reasonable assessment of
average closing mid-market price for the Shares on AIM in the ten working days
immediately prior to the date upon which the Conversion Notice is
despatched.”

shall be replaced by the wording:

“The “Conversion Price” means an amount equal to not less than 125 per
cent and not more than 500 per cent of the Company’s reasonable assessment
of average closing mid-market price for the Shares on AIM in the ten working
days immediately prior to the date upon which the Conversion Notice is
despatched converted from sterling into euros at the Company's reasonable
assessment of the mid-market exchange rate on that date.”

All Bondholders are entitled to vote on the Proposal. Eufingest SA
("Eufingest"), which holds approximately 43.48% of the Bonds, has confirmed to
the Company that it intends to vote in favour of the Proposal.

Eufingest is a substantial shareholder of the Company’s issued share capital
as defined by the AIM Rules for Companies, therefore the Proposal is 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 Proposal is fair and reasonable insofar as its shareholders
are concerned.

The Bondholders' meeting requires a quorum of 75% of the Bondholders. If the
meeting is inquorate, it will be adjourned to 12 September 2018 at which time
any number of Bondholders will represent a valid quorum.

Bondholders who wish to vote and whose Bonds are held in the name of a broker,
dealer, commercial bank, trust company or other nominee institution (including
as CDIs) must contact such nominee promptly and instruct or make arrangements
with such nominee to vote in accordance with the customary procedures of the
clearing systems on behalf of the bondholders. Proxies are due no later than
10.00 am on 28 August 2018.

-ends-

For further information please contact:

Clear Leisure
Plc                                                                                     

Francesco Gardin, CEO and Executive Chairman
+39 335 296573 (tel:%2B390247951642)

SP Angel Corporate Finance (Nominated Adviser & Broker)         

Jeff Keating / John Mackay
+44 (0)20 3470
0470                                                                                                 

Leander (Financial PR)                                    
                               

Christian Taylor-Wilkinson
+44 (0) 7795 168 157

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



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