REG - Clear Leisure PLC - Final Results <Origin Href="QuoteRef">CLPC.L</Origin> - Part 3

Quantum Blockchain TechnologiesAnnouncement

16/07/2015 13:24

- Part 3: For the preceding part double click  ID:nRSd6877Rb 

Related party transactions 
 
Transactions between the company and its subsidiaries, which are related
parties have been eliminated on consolidation and are not disclosed in this
note. Transactions between the company and its subsidiaries are disclosed in
the company's separate financial statements. 
 
During the year, NKJ Associates Ltd, a company in which N Jagatia is a
Director, charged consultancy fees of E32,000. The amount owed to NKJ
Associates Ltd at year end is E30,000. 
 
The shareholder loan as disclosed in Note 24 'Borrowings' is a loan provided
by Olivetti Multiservices S.p.A., who also holds 5.1% of the ordinary shares
of Mediapolis S.p.A.  In addition Eufingest which has a 26.9% shareholding
also has an outstanding loan for E200,000. 
 
Remuneration of key management personnel 
 
The remuneration of the directors, who are the key personnel of the group, is
included in the Directors Report. Under "IAS 24: Related party disclosures",
all their remuneration is in relation to short-term employee benefits. 
 
35. Events after the reporting date 
 
The following events have taken place after the end of the reporting period: 
 
On 28 January 2015, the Group announced that Mediapolis S.p.A. formally lodged
 claim for damages for up to EUR 39'650'000 against Regione Piemonte as a
result of unacceptable delays in obtaining specific building permits from 1999
to present.  The Company advises that, for prudent accounting procedures, no
value was attributed to the claim for damages against Regione Piemonte in
Mediapolis' annual report and financial statements. 
 
On 23 February 2015, the Company has agreed a sale price of Alnitak Sarl the
vehicle which controls the entire share capital of the Hospitality & Leisure
Fund for EUR 500'000. As a result of the fund being regulated and needing
change of control approval, and on completion of the sale, realising a profit
on disposal of EUR 470'000 for the group. 
 
On 2 March 2015, the Company signed an agreement to raise £250,000 by way of a
secured, short term debt ("the Loan").  The funds raised were secured against
the shares of Alnitak Sarl ("Alnitak"), the vehicle which controls the entire
share capital of the Hospitality & Leisure Fund ("H&L Fund"). loan is not
convertible into new ordinary shares and is repayable by the earlier of 1
September 2015 or on receipt of the funds from the sale of Alnitak. 
 
On 11 March 2015, The Company reorganised its share capital by subdividing
each issued Existing Ordinary Share into one ordinary share of 0.25p and one
deferred share of 2.25p ("New Ordinary Shares"). This reorganisation
maintained the number of Existing Ordinary Shares and created an equal number
of deferred shares with limited rights which are set out below. The share
price of the Company was unchanged following the Capital Reorganisation.  The
New Ordinary Shares will have the same rights as to voting, dividends and
return on capital as the Existing Ordinary Shares. The interests of the
Shareholders (both in terms of their economic interest and voting rights) was
not be diluted by the implementation of the Capital Reorganisation. As a
result, the Company did not issue replacement share certificates and,
references in any share certificate to a nominal value of 2.5p will be deemed
to be a nominal value of 0.25p. The ISIN and SEDOL numbers for the New
Ordinary Shares remained the same as for the Existing Ordinary Shares being
GB00B50P5B53 and B50P5B5 respectively. 
 
The deferred shares carry minimal rights thereby rendering them effectively
valueless. The rights attaching to the deferred shares can be summarised as
follows: 
 
i.             the holders thereof do not have any right to participate in the
profits or income or reserves of the Company; 
 
ii.            on a return of capital on a winding up the holders thereof will
only be entitled to an amount equal to the nominal value of the deferred
shares but only after the holders of Ordinary Shares have received £10,000,000
in respect of each Ordinary Share; 
 
iii.           the holders thereof have no right to receive notice of or
attend or vote  at any general meeting of the Company; and 
 
iv.           the Company may acquire the deferred shares for a nominal
consideration at  any time. 
 
On 30 April 2015, the company announced that it had raised a total of £110,000
(gross of expenses) through a placing of 11,000,000 ordinary shares of 0.25
pence at a price of 1 pence per share. 
 
This information is provided by RNS
The company news service from the London Stock Exchange