REG-Clear Leisure Plc: Final Results <Origin Href="QuoteRef">CLPC.L</Origin> - Part 3
07/07/2017 07:05
- Part 3: For the preceding part double click ID:nPRr7ADFBb
effect of
non-market based vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the
Company’s estimate of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions.
On 31 July 2015, Francesco Gardin and Reginal Eccles were granted options to
subscribe for 10,000,000 and 3,000,000 new ordinary shares in the Company at
an exercise price of 1.25 pence per share. The options are exercisable for a
period of five years from the date of grant.
The significant inputs to the model in respect of the options granted in 2015
were as follows:
2015
Grant date share price 0.74 pence
Exercise share price 1.25 pence
No. of share options 13,000,000
Risk free rate 1.5%
Expected volatility 50%
Option life 5 years
Calculated fair value per share 0.2 pence
The total share-based payment expense recognised in the income statement for
the year ended 31 December 2016 in respect of the share options granted was
€29,000 (2015: €22,000).
Number of options at 1 Jan 2016 Granted in the year Exercised in the year Cancelled in the year Number of options at 31 Dec 2016 Exercise Price, pence Vesting Date Expiry date
10,000,000 - - - 10,000,000 1.25 31.07.2020
3,000,000 - - - 3,000,000 1.25 31.07.2020
13,000,000 - - 13,000,000
The remaining contractual life at 31 December 2016 is 3.5 years (31 December
2015 – 4.5 years).
28.Other reserves
The Group considers its capital to comprise ordinary share capital, share
premium, retained losses and its convertible bonds. In managing its capital,
the Group’s primary objective is to maintain a sufficient funding base to
enable the Group to meet its working capital and strategic investment needs.
In making decisions to adjust its capital structure to achieve these aims,
through new share issues, the Group considers not only their short-term
position but also their long-term operational and strategic objectives.
Group Merger reserve €’000 Revaluation reserve €’000 Exchange translation reserve €’000 Loan note equity reserve €’000 Share option reserve €’000 Total other Reserves €’000
At 1 January 2015 8,325 2,531 - 534 - 11,390
Issue of convertible loan notes - - - - 22 22
At 31 December 2015 8,325 2,531 - 534 22 11,412
Share option charge - - - - 29 29
At 31 December 2016 8,325 2,531 - 534 29 11,441
29.Cash used in operations
Group 2016 €’000 Group 2015 €’000 Company 2016 €’000 Company 2015 €’000
Loss before tax (383) (20,246) (936) (15,589)
Renegotiation of zero coupon bond (522) - - -
Amounts written off investments (20) - 15,000
Share based payment charge 29 22 29 22
Movement in fair value of investments held for trading Foreign exchange effect - -22 (614) - -22 -
Impairment of property plant and equipment 100 20,583 - -
Impairment of intangibles 30 - - -
Gain on disposal of investment (3) (450) - (450)
Writeback of receivables (300) -
Finance charges 773 1,023 (107) 684
Decrease in provisions - (650) - -
Increase in other reserves - - -
Decrease/(increase) in receivables (351) (398) (40) (35)
(Decrease)/increase in payables Interest paid (703) (266) 195 (214) (467)
Profit tax paid (14)
Cash (used in)/generated by operations (1,352) (835) (1,290) (835)
30.Non-controlling interests
The following is a summary of the Group’s non-controlling interests.
Mediapolis Spa €’000 Total €’000
At 1 January 2015 3,485 3,485
Total comprehensive loss attributable to non-controlling interests (3,230) (3,230)
At 31 December 2015 255 255
Total comprehensive income attributable to non-controlling interests 53 53
At 31 December 2016 308 308
Summarised financial information in respect of the Group’s current
subsidiaries that have material non-controlling interests is set out below.
The summarised financial information below represents amounts before
intragroup eliminations.
Mediapolis Spa
2016 €’000 2015 €’000
Current assets 1,983 2,709
Non-current assets 18,096 15,163
Total assets 20,079 17,872
Current liabilities 6,415 7,444
Non-current liabilities 9,284 9,484
Total assets less total liabilities 4,380 944
Equity attributable to owners of the parent 3,610 929
Non-controlling interests 308 15
Total equity 4,072 944
Total comprehensive loss attributable to the owners of the parent (450) (18,732)
Total comprehensive income attributable to the non-controlling interests 53 (3,470)
Total comprehensive loss for the year (397) (22,202)
31.Operating lease commitments
There were no operating lease commitments at 31 December 2015 and 31 December
2016.
32.Ultimate controlling party
The Group considers that there is no ultimate controlling party.
33.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, Metals Analysis Limited, a company in which R Eccles is a
Director, charged consultancy fees of €19,661. The amount owed to Metals
Analysis Limited at year end is €10,876.
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 €1,028,684.
Francesco Gardin is a shareholder in Infusion (2009) Limited, where management
fees were charged for the amount of £3,577 during the year.
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.
34.Events after the reporting date
The following events have taken place after the end of the reporting period:
In January 2017 the Company allotted 3,658,536 ordinary shares of 0.25 pence
to Francesco Gardin in accordance with his contract, at a price of 0.82 pence
per share.
In February 2017 the Company entered into an unsecured convertible loan
facility agreement (“the Facility”) with Eufingest S.A (“Eufingest”),
a Swiss investor and major shareholder in the Company. Under the Facility,
Eufingest provided a facility of €60,000 at an interest rate of 2.5 per cent
per annum. The Facility is repayable on 31 March 2017. The Facility has been
drawn down. The Company may repay the Facility early at any time without
penalty. At any time before 31 March 2017, Eufingest may convert the
outstanding balance of the Facility into Shares at the rate of 0.85 pence per
Share.
In March 2017 the Company entered into an unsecured convertible loan facility
agreement (“the Facility”) with Eufingest S.A (“Eufingest”), a Swiss
investor and major shareholder in the Company. Under the Facility, Eufingest
provided a facility of €100,000 at an interest rate of 2.5 per cent per
annum. The Facility is repayable on 31 March 2017. The Facility has been drawn
down. The Company may repay the Facility early at any time without
penalty. At any time before 31 March 2017, Eufingest may convert the
outstanding balance of the Facility into Shares at the rate of 0.80 pence per
Share.
In March 2017 the Company has reached an agreement with Eufingest S.A.
(“Eufingest”), whereby the repayment dates of EU 1,271,999 outstanding
loans including interests matured to date, have been rescheduled. The
facilities are now repayable by 31 December 2017 and carry an interest of
2.5%. At any time before 31 December 2017, Eufingest may convert the
outstanding balance at the coversion rates previously agreed.
In May 2017 the Company bought back €3.14 million of the debt of one of its
subsidiaries previously owed to three Italian banks at a 76.15 per cent
discount. This an improvement in the Company’s consolidated balance sheet of
€2.394 million, equivalent to 0.70p per share. The Company was provided with
a new convertible loan of €1.2 million from Eufingest S.A. (“Eufingest”)
to complete the debt buy-back. Including the new loan, the total of loans
drawn and outstanding with Eufingest is now €2.475 million including accrued
interest.
The board has agreed with Eufigest to bring together all the outstanding
balances into one loan of €2.475 million repayable by 28 April 2080 (the
“Consolidated Loan”). The Consolidated Loan will carry an ianterest of 1
per cent and will be secured on the Group’s assets. At any time before 28
April 2020, the Company may repay the Consolidated loan without penalty and
Eufingest may convert the Consolidated Loan into shares at the rate of 0.89
per share.
In June 2017 the Company has been informed that the Court Prosecutor of Ivrea,
Metropolitan City of Turin, has filed a winding up request on Mediapolis srl,
the Group’s 74.67% directly owned subsidiary. In May, and before Mediapolis
srl was notified of the court hearing, Clear Leisure acquired, at a discount
from Mediapolis’s banks, a debt of €3.14m and the corresponding first
charge mortgage on the Mediapolis site. Clear Leisure also calculates that
unpaid interest on the mortgage, currently amounting to approximately €4m,
is due to it from Mediapolis srl. Under the terms of the charge, the total
amount that could be received by Clear Leisure following the disposal of the
land, is capped at €5m and, accordingly, any recovery above €5m would
first be assigned to other creditors which hold a second charge over the
property. Clear Leisure will receive an update on the Mediapolis situation at
the end of June.
-ends-
Copyright (c) 2017 PR Newswire Association,LLC. All Rights ReservedRecent news on Quantum Blockchain Technologies
See all newsREG-Quantum Blockchain Technologies Plc: Result of AGM
AnnouncementREG-Quantum Blockchain Technologies Plc: REPO Rollover
AnnouncementREG-Quantum Blockchain Technologies Plc: Final Results
AnnouncementREG-Quantum Blockchain Technologies Plc: Business Update
AnnouncementREG-Quantum Blockchain Technologies Plc: AI Oracle Video & Bitcoin 2025
Announcement