REG-Clear Leisure Plc: General Meeting, Bondholder Meeting and Business Update

Quantum Blockchain TechnologiesAnnouncement

02/05/2018 07:05

2 May 2018

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

Notice of General Meeting, Bondholder Meeting

and Business Update

General Meeting

The Board of Clear Leisure (AIM: CLP) wishes to advise shareholders that it
has issued a notice to call a General Meeting (“GM”) to be held at 22
Great James Street, London WC1N 3ES, at 12:00 p.m. on 17 May 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 £500,000; and,
*
to dis-apply the statutory pre-emption provisions contained in Section 570 of
the Companies Act for all newly authorised shares.

The new authorised shares will provide a level of comfort to the Company
should it need to raise additional funds for legal expenses or other matters
in conjunction with its portfolio of investments, including its
crypto-currency strategy.

The Notice of General Meeting, Circular and proxy forms for the General
Meeting has 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. 15 May 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.

Bondholder Meeting

The Company intends to call a meeting of the holders of the Company’s
redeemable bond (“the Bond"), of which €6.9m has been issued to date, and
which is due for repayment on 15 December 2018. The proposed meeting of
bondholders will seek bondholders’ approval for the following:
*
to amend the final maturity of the Bond from 15 December 2018 to 15 December
2022; and 
*
to amend certain terms of the Bond to enable its repayment through the issue
of Clear Leisure new ordinary shares.

The Company will make a further announcement about the Bondholder meeting in
due course.

Mediapolis Court Hearing

Following the hearing at the Ivrea Court on 13 April 2018, to discuss
additional creditor positions proposed by the receiver to Mediapolis, the
Company confirms that both Clear Leisure 2017 Limited, a wholly owned
subsidiary of Clear leisure, which holds the first charge over the plot of
land owned by Mediapolis Srl, and the Company’s own unsecured creditor
position, have not been challenged by any other creditor. The figures
disclosed in the Company’s announcement of 25 February 2018 therefore still
apply. 

With regards to the debt position of €2,798,620 claimed by the Italian
Ministry of the Economy, the receiver has proposed that this full amount
should be approved. Further, the credit of approximately €1,360,000 which
has been held on account with Unicredit for the past 15 years, to cover the
original Mediapolis deposit of €1,382,038, has also been approved by the
receiver. Since these two claims refer to the same principal sum of money, for
legal purposes, the two credits must be acknowledged separately by the
receiver. However, it is expected that the court will uphold only one of these
claims.

After 16 May 2018, (30 days following the formal communication of the ruling
to creditors), and subject to no further petition being received, the court
will confirm this “creditor list” as final. Nevertheless, additional
creditors may subsequently file a request to be included in the list, but
these creditors may not challenge the approved list of creditors. The Company
and its legal advisers are exploring all available options, in order to take
advantage of its position as largest creditor and will act accordingly after
the creditor list is published.

Claims Filed and Received

Claim by former director

Mr Alfredo Villa, who until July 2015 was responsible for the management of
Clear Leisure as both Chairman and Chief Executive, has informed the Company
of his intention to lodge a claim for unpaid salary in the amount of
£274,450. The Company is contesting settlement of this claim.

Sosushi Company srl (“Sosushi”)

On 24 April 2018, the Company was served with a counter-claim in the English
courts for approximately €1.7m (the “English Claim”).  The claim is
from the former shareholders of Sosushi, including the previous Chief
Executive, and relates to an agreement entered into in December 2013 whereby
the Company acquired shares in Sosushi. The Company, as it believes there is
no merit on such claim, will vigorously defend the English Claim.

The Company announced on 2 January 2018 that it had approved the filing of a
claim for damages by Sosushi in the Italian courts for approximately €1.7m
(the “Italian Claim”) against Sosushi’s previous Chief Executive, who is
one of the claimants in the English Claim.

Claim for breach of share purchase agreement

The Company has issued a claim in the High Court against a media company
incorporated in England and Wales and its founder arising from a breach of a
share purchase agreement entered into in 2012. Pending disclosure from the
defendants, the Company estimates that the value of its claim is between
approximately £700,000 and £5m. Details of the claim will be disclosed when
the Particulars of Claim become public in the coming weeks.

Bitcoin Data Mining

The Company’s Bitcoin mining data centre is expected to be shipped to Serbia
within the next week, as the testing phase, conducted in Italy, has now been
concluded successfully. It is expected that full capacity Bitcoin extraction
will commence within a few days from delivery to the site.

The Company and 64Bit Ltd, its joint venture partner in Miner One Ltd, have
agreed in principle to expand operations with at least two more multi-crypto
currency data centres, with slightly higher processing power than the current
units, requiring a new overall investment by the Company of between
approximately €150,000 and €200,000; the same amount will be contributed
by the other partner. The two new data centres will not need the computer
server infrastructure developed for the first centre, hence their cost will be
considerably lower. Details of the extraction projections for these two new
mining data centres will be disclosed as soon as practical.

Proposed Initial Coin Offering (“ICO”)

The Company is also currently assessing the opportunity for an Initial Coin
Offering to be launched via a newco, initially 100% owned by Clear Leisure. It
is anticipated that the funds from the ICO will be used to develop larger data
centres in East and South-eastern Europe, mainly for the use of multi-crypto
currency extractions, but also to host new blockchain based applications. It
is the view of the Board that following completion in the next few months of a
number of final verifications, involving, regulation, tax treatments and
jurisdictions with clear legislation in crypto-currency mining, an ICO can be
launched soon thereafter. The effect of sales of tokens at the ICO will not be
dilutive for Clear Leisure shareholders, while potentially raising a large
amount of capital to further future operations.

-ends-

For further information please contact:

Clear Leisure Plc
Francesco Gardin, CEO and Executive Chairman
+39 335 296573

SP Angel Corporate Finance (Nominated Adviser & Joint Broker)
Jeff Keating / John Mackay
+44 (0)20 3407 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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