REG-Clear Leisure Plc: Final Results for year ended 31 Dec 2013 <Origin Href="QuoteRef">CLPC.L</Origin> - Part 1

Quantum Blockchain TechnologiesAnnouncement

15/12/2014 17:31

15 December 2014

                               CLEAR LEISURE PLC                               

               ("Clear Leisure" or "the Group" or "the Company")               

                      FINAL CONSOLIDATED AUDITED RESULTS                       

                      For the year Ended 31 December 2013                      

Clear Leisure today announces its audited results for the year ended 31
December 2013.

Copies of the Company's Annual Report and Accounts will be sent to shareholders
will be sent to shareholders and will be available on the Company's website 
www.clearleisure.com today. Further copies may be obtained directly from the
Company's registered office at Clear Leisure plc, 45 Pont Street, London SW1X
0BD.

For further information please contact:

Clear Leisure plc +39 02 4795 1642
Alfredo Villa, CEO

Cairn Financial Advisers LLP (Nominated Adviser) +44 (0) 20 7148 7900
Jo Turner / Liam Murray

Peterhouse Corporate Finance (Broker) +44 (0) 20 7469 0935
Heena Karani

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 pursuing a
dynamic strategy to create a comprehensive portfolio of companies primarily
encompassing the leisure and real estate sectors mainly in Italy but also other
European countries. The Company may be either a passive or active investor and
Clear Leisure's investment rationale ranges from acquiring minority positions
with strategic influence through to larger controlling positions. For further
information, please visit, www.clearleisure.com

The financial information set out below does not constitute the Company's
statutory accounts for the periods ending 31 December 2013 or 31 December
2012.  The financial information for 2013 and 2012 is derived from the
statutory accounts for those years.  The statutory accounts for 2012 have been
delivered to the Registrar of Companies.  The statutory accounts for 2013 will
be delivered to the Registrar of Companies following the Company's annual
general meeting.  The auditors, Welbeck Associates, have reported on the 2013
and 2012 accounts. The report for 2013 was qualified as disclosed in the
Independent Auditors' Report.  This preliminary announcement has been prepared
on the basis of the accounting policies as stated in the financial statements
for the period ended 31 December 2013.  The information included in this
preliminary announcement is based on the Company's financial statements, which
are prepared in accordance with International Financial Reporting Standards
(IFRS).

CHAIRMAN'S STATEMENT

The past 12 months have been very challenging for the Company, mostly due to
the unforeseen closing and subsequent write-down of our tour operator and hotel
management company, ORH SpA, at the start of 2014. This loss was particularly
hard felt following ORH's positive contribution to the Group in the first six
months of 2013.

The Board's initial investigations in to the operations of the ORH Group
reveled that there were serious financial irregularities in its operations and
this left the Board with no option but to indefinitely suspend operations and
write down the entire investment to zero in 2013. This resulted an exceptional
charge of Euro 7.4 million. The Company will continue to pursue legal action
against the former directors and owners of ORH S.p.A through both civil and
criminal courts in Italy, with the view that compensation will be recovered in
due course.

The collapse of the Ora Hotel chain, together with the Board's decision to
adopt a more prudent approach to the valuations placed on the Group's other
assets, this had contributed to the delay in publishing the accounts for 2013.
The Italian economy continues to deteriorate, a situation that has been in
evidence since 2009, with acceleration in the last three years. This has
particularly impacted the leisure and hotel sectors, where the Company's assets
operate, leading to impairment losses and provisions of Euro 5.3 million, which
taken together with the write down of our investment in ORH, represents much of
the Company's loss for the year.

However and despite these events, the Company has continued its strategy to
restructure its holdings, reduce its debt position and overheads, establish a
more accurate valuation for each of its assets, and to create more desirable
conditions to improve the salability of certain assets, such as the Mediapolis
Investment.

The Board is pleased with the initial results of this strategy and expects to
be able to present to its shareholders a clearer and more positive financial
position and asset valuation.

Despite the adverse and difficult economic conditions in Italy in the past few
years the Board honored its undertaking to shareholders that was made in
February 2013, to not issue further Clear Leisure stock to support its business
activities.

The current Net Asset Value per share in the financial statements is 7 pence
per share, and is considerably higher than the last closing price of our stock
and above the 2013

STRATEGIC REPORT

The Directors present their Strategic Report on Clear Leisure plc and its
subsidiary undertakings ("the Group") for the year ended 31 December 2013.

The Strategic Report is a new statutory requirement under section 414A of the
Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013
and is intended to provide fair, balanced and understandable information that
enables the Directors to be satisfied that they have complied with section 172
of the Companies Act 2006, which sets out the Directors' duty to promote the
success of the Group and Company.

REVIEW OF THE BUSINESS AND DEVELOPMENTS DURING THE YEAR

During the year, the Group completed a placing of a zero coupon convertible
bond at a conversion price of 15p per share and issued at 78% of face value.
The Group sold €3,000,000 to different European institutions, with the
remaining €6,900,000 held in the Group's treasury account. The net proceeds of
the issue were used to buy back, at a discount, existing debt positions.

In October 2013 the Company announced that ORH Spa had temporarily suspended
operations pending an investigation into suspected financial irregularities
within the ORH group. The investigation confirmed the Board's suspicions that
there had been serious financial irregularities within the ORH group, and on 3
December 2013, the Group announced that legal action had resulted in the
settlement of its investment in the subsidiary. The settlement resulted in a
disposal of part of the Group's holding in ORH S.p.A. In addition a liquidator
was appointed by a tribunal in Milan on 2 February 2014. These two events have
resulted in the Group no longer holding a controlling interest in ORH S.p.A.

The Group made progress in settling creditors throughout the year. On 6
February 2013, the Group entered into a conditional agreement with certain
creditors to buy back £2,704,594 of Clear Leisure debt for a cash amount of £
1,576,165. The Group repaid debt of EUR 230,000 to an outstanding creditor by
issuing 3.2 million Clear Leisure Ordinary shares at a price of 6p per share.
The Group repaid clients of Eufingest S.A. the amount of £600,000 in settlement
of a short-term loan through the issue of 15 million Clear Leisure Ordinary
shares at a price of 4p per share.
 

Mr Alfredo Villa, CEO and Interim Chairman of the Group has offered to forgo
his salary of £120,000 for a period of one year. Mr Villa has also proposed
that the outstanding salary of £85,000 owed to him in this current financial
year, ending 31 December 2013, may be written-off or converted into Clear
Leisure Plc ordinary shares should the Company undertake a new equity placing
at any time in the next 12 months. Mr Villa made a loan to the Company of EUR
50,000 in conjunction with the external audit of ORH SpA and to expedite the
operational recovery of the hotel chain. Mr Villa has agreed to accept
repayment of the loan within the next 12 months, or that he may convert this
amount into Clear Leisure Plc ordinary shares.

The Group received an unsolicited, but binding and fully-financed offer from
Generali Investimenti Holding , a Milan based building contractor to acquire
the Company's entire holding (directly and indirectly held by the Company) in
Mediapolis S.p.A. The offer was between €20-€30m in cash or stocks based on
certain conditions and further details of this offer is available in the
regulatory news issued on that day.

Board changes

On 11 February 2013, the Group announced that Mr Enrico Petocchi and Mr Dominic
White both resigned as non-executive directors of the Company.

On 29 August 2013, the Group announced that Cesare Suglia, Executive Director,
stepped down from the Board and left the Company.

On 18 October 2013, the Group announced the resignation of Luke Johnson as
non-Executive Chairman and appointed Alfredo Villa as Interim Chairman.

Future developments

On 6 January 2014, the Group announced that it increased its interest in the
Italian sushi restaurant chain, Sosushi Company Srl from 51 per cent. to 100
per cent. Consideration will take the form of a credit compensation
agreement between the vendor and the Group with no additional cash payment
required.

On 7 January 2014, the Group announced that it received an additional
unsolicited, but binding offer to acquire the Group's entire holding (directly
and indirectly held by the Group) in Mediapolis S.p.A. by Fornest Ltd, a UK
investment company, which manages the interests of certain Italian investors.

On 13 January 2014, the Group announced that further to the announcements on
Mediapolis S.p.A. dated 22 November 2013 and 7 January 2014, the Group
submitted on 10 January 2014 to the Ivrea Tribunal, a formal proposal for the
restructuring of the Mediapolis debt, the "Concordato in Continuità".

On 27 May 2014, the Group acquired a 100% interest in a specific vehicle which
controls the entire share capital of Hospitality & Leisure Fund (H&L Fund), an
Italian real estate fund regulated by the Italian financial authorities.

Risks and uncertainties

The Group's investments as at 31 December 2013 were all in unlisted
investments, as a result there is no readily available market for sale in order
to arrive at a fair value. The valuation of each investment is appraised on a
regular basis and requires a significant amount of judgement together with
reviewing the cash flows and budgets of the investee company in order to arrive
at a fair value.

The Group has raised funds during the period as discussed in the `Developments
during the year' above. The Directors feel that the amounts raised will not be
sufficient to meet their operating forecasts over the next 12 months, and
further funds will be required to meet the day to day operations of the Group.

Key performance indicators ("KPI's")

The key performance indicators are set out below:

PLC S                                        31 December 31 December   Change %
                                                    2013        2012           
                                                                               
Net asset value (less minority interests)    €16,956,000 €29,455,000     -42.4%
                                                                               
Net asset value - fully diluted per share          0.085      0.1625     -47.7%
(€)                                                                            
                                                                               
Closing share price                               2.125p      4.500p     -52.8%
                                                                               
Market capitalisation                         £4,237,449  £8,154,422     -48.0%

Assessment of business risk

The Board regularly reviews operating and strategic risks. The Group's
operating procedures include a system for reporting financial and non-financial
information to the Board including:

  * reports from management with a review of the business at each Board
    meeting, focusing on any new decisions/risks arising;
   
  * reports on the performance of investments;
   
  * reports on selection criteria of new investments;
   
  * discussion with senior personnel; and
   
  * consideration of reports prepared by third parties.
   
Financial risk management

Details of the Group's financial instruments and its policies with regard to
financial risk management are contained in note 25 to the financial statements.

Results for the year and dividends

The loss for the year from continuing operations was €7.4 million (2012: loss
of €2.5 million). Since the Group does not have any distributable reserves, the
Directors are unable to recommend the payment of a dividend.

Going concern

The Group's activities generated a loss from continuing operations of €
7,359,000 (2012: €2,491,000) and had net current liabilities of €16,330,000 as
at 31 December 2013. In addition the Company's shares are currently suspended
on the AIM Market. The Group's operational existence is still dependant 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.

By order of the Board.

Alfredo Villa
Director
15 December 2014

DIRECTORS' REPORT

The Directors present their report together with the audited financial
statements for the year ended 31 December 2013.

Principal Activity

The principal activity of the Group is that of an investment company pursuing a
strategy to create a portfolio of companies within the leisure, entertainment,
interactive media and financial services sectors.

Directors

The present members of the Board of Directors together with brief biographies
are shown on page 2.

The board comprised the following directors who served throughout the year and
up to the date of this report save where disclosed otherwise beside their name:

Alfredo Villa                                                                  
                                                                               
Luke Johnson          (Resigned 18 October 2013)                                                    
                                                                               
Cesare Suglia         (Resigned 29 August 2013)                                
                                                                               
Nilesh Jagatia                                                                 
                                                                               
Francesco Emiliani                                                             
                                                                               
Enrico Petocchi       (Resigned 11 February 2013)                                                    
                                                                               
Dominic White         (Resigned 11 February 2013)                                                    

Directors' interests

No Director had a material interest in any contract of significance to the
Company or any of its subsidiaries during the period. No Directors of the
Company have any beneficial interests in the shares of its subsidiary companies
other than Mr. Villa who holds shares in Mediapolis Investments SA.

The interests of the directors who served at the end of the year in the share
capital of the Company at 31 December 2013 and 31 December 2012 were as
follows:

Executive Directors                 31 December 2013  Holding  31 December 2012
                                      (2.5p ordinary        %    (2.5p ordinary
                                             shares)                    shares)
                                                                               
Alfredo Villa                             28,279,039    15.61        28,279,039

The closing market price of the ordinary shares at 31 December 2013 was 2.125p
and the highest and lowest closing prices during the year were 5.165p and
1.310p respectively.

There have been no changes in the Directors' interests between the year end and
30 November 2014.

Remuneration

Remuneration receivable by each Director during the year was as follows:

                                                    2013    2013   2013   2012 
                                                   Board   Salary Total  Total 
                                                    fees                       
                                                   €'000   €'000  €'000  €'000 
                                                                               
Executive Directors                                                            
                                                                               
Alfredo Villa                                        -      140    140    147  
                                                                               
Cesare Suglia                                        -       -      -      82  
                                                                               
Nilesh Jagatia                                       -       99     99     40  
                                                                               
                                                                               
                                                                               
Non-exec