REG-Clear Leisure Plc: Half-yearly Report <Origin Href="QuoteRef">CLPC.L</Origin>
15/12/2014 17:20
15 December 2014
Clear Leisure plc
("Clear Leisure", "the Group" or "the Company")
Half-yearly Results
For the 6 Months Ended 30 June 2014
Clear Leisure plc (AIM: CLP) announces its unaudited Interim Results for the
6 months ended 30 June 2014.
For further information please contact:
Clear Leisure Plc +39 02 4795 1642
Alfredo Villa, CEO and Excecutive Chairman
Cairn Financial Advisers LLP (Nominated Adviser) +44 (0) 20 7148 7900
Jo Turner
Peterhouse Corporate Finance (Joint Broker) +44 (0) 20 7469 0935
Lucy Williams / Heena Karani
Leander 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
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
Financial Review
The Company reported revenues of EUR 48,000 (June 2013: 19.7 million) in the
six months to 30 June 2014; the reduced revenue is the direct result of the
discontinued operations in February 2014 of the Group's hotel and tour
operator, ORH S.p.A.
The Net Asset Value (NAV) attributable to the share holders of the Company was
EUR 16.9 million at 30 June 2014 (June 2013: EUR 30.7m, Dec 2013: EUR 16.9m) ,
or approximately equivalent to 7 pence a share (8 euro cents per share). This
NAV is considerably higher than the current market value of the company's
shares at the date of this report.
The Company has continued to reduce overheads, with only two current employees,
and the running costs for the first six months of 2014 were EUR 180,000 ( 2013:
EUR 515,000). The overall loss for the period including accrued interest was
EUR 395,000 (2013: profit EUR 451,000, Dec 2013: loss EUR 7.3 million).
The Company has received and rejected two offers for Mediapolis in the first
half of 2014. The Board considered them too low and they were restricted by
certain conditions, which the Company was unable to meet. The Company continues
to manage its position on Mediapolis and looks forward to finding a suitable
buyer in 2015.
The Italian economy has declined further in 2014 and the Group will look to
take advantage of this by finding new opportunities of acquiring "distressed"
real estate assets. In 2014, the Company invested in the Hotel and Leisure Fund
(H&L) which was a positive step for the group. The H&L investment has 3 hotel
resorts and the Board will look to streamline the H&L portfolio and will be
preparing these assets for sale in 2015.
The Company believes that following the restructuring of the businesses and
streamlining it's operations, financial statements will be published more
promptly following each period end. In addition to Mediapolis the H&L fund, the
Board continues to review its entire investment portfolio with a view to
realising these assets.
Operational review
On 6 January 2014, the Company announced that it increased its interest in the
Italian sushi restaurant chain, Sosushi Company srl from 51 per cent. to 100
per cent. Consideration was in a form of a credit compensation
agreement between the vendor and the Company with no additional cash payment
required.
On 7 January 2014, the Company announced that it received an additional
unsolicited, but binding offer to acquire the Company's entire holding
(directly and indirectly held by the Company) in Mediapolis S.p.A. Fornest Ltd,
a UK investment company, which manages the interests of certain Italian
investors, made the binding proposal.
On 13 January 2014, the Company announced that further to the announcements on
Mediapolis S.p.A. dated 22 November 2013 and 7 January 2014, the Company
submitted on 10 January 2014 to the Ivrea Tribunal, a formal proposal for the
restructuring of the Mediapolis debt, the "Concordato in Continuità".
On 12 February 2014, the Company announced that ORH S.p.A, its 73.43% hotel and
travel company, had been placed into voluntary liquidation at the Milan
Tribunal.
On 6 March 2014, the Company announced that a total 14.4 million Clear Leisure
shares that were originally allotted for the acquisition of ORH S.p.A were
returned to the Company (the "Shares"). The Shares were used to acquire part of
the Company's 73.43% holding in ORH between the dates of 28 June 2011 and 23
February 2012 and they amounted to 7.3% of the total issued share capital of
the Company. The Company re-issued the first tranche of 7,200,000 ordinary
shares to settle liabilities in relation to the Ivrea court hearing, the
remaining 7,200,000 ordinary shares (Tranche 2 shares) were held in treasury
and will be used for a future placing or acquisitions.
On 18 March 2014, the Company announced that it signed a £10 million equity
line of credit for a period of two years, with GEM Global Yield Fund Limited
("GEM"). The Company will also provide GEM with 11.5 million, five year
warrants at a price of 4.4 pence per ordinary share.
On 23 May 2014, the Company announced that, despite its best efforts to prove
the value of the restructuring proposal of the Mediapolis asset, the Ivrea
Tribunal Court did not accepted its "Concordato in Continuita" proposal.
On 27 May 2014, the Company announced that it acquired a 100% interest in a
specific vehicle which controls the entire share capital of the Hospitality &
Leisure Fund ("H&L Fund"), an Italian real estate fund regulated by the Italian
financial authorities.
On 30 May 2104, Company announced that on 29 May 2014, its subsidiary,
Mediapolis instructed its Italian lawyers to file a formal complaint and claim
for damages of EUR 34.5 million (the appraised value of the Mediapolis land
made in relation of the Ivrea Tribunal procedure), against the Regione
Piemonte.
This claim was directly related to the decision by the Ivrea Tribunal against
the Company's "Concordato in continuità" procedure which was not accepted by
the Tribunal, due to the lack of formal answer from Regione Piemonte on the
remaining construction permit, and that the fault of the Regione Piemonte was
clearly stated on the decision passed by the Tribunal.
On 13 June 2014, the Company announced that the mayor of Albiano d'Ivrea agreed
to present the "Mediapolis Project" to Italy's Prime Minister as one of the
projects of public interest to be included in the "Sblocca Italia"
legislation.The "Sblocca Italia" (Unlock Italy) legislation, is a special
initiative by Italy's Prime Minister Renzi to allow the mayors of all Italian
towns and cities the discretion to put forward specific projects that have been
previous blocked by past and current local councils.
Investment Portfolio as at 30 June 2014
Operational Assets
Name Stake Division
Sipiem 50.16% Theme Parks
You Can Group 100% Restaurants
Ascend Capital 10.0% Finance
Investments for Sale
Name Stake Division
Mediapolis S.p.A. 69.45% Leisure / Real Estate
Bibop 67.12% Interactive Media
Geosim 8.9% Interactive Media
The Board continues to look for suitable buyers for these assets and will
update the market when a firm offer has been received.
GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2014
Note Six months Six months Year Ended
to 30 June to 30 June 31
2014 2013 December
2013
Unaudited Unaudited
Audited
Continuing operations €'000 €'000 €'000
Revenue 48 19,742 1,291
Cost of sales - (13,723) (515)
48 6,019 776
Administration expenses (182) (5,386) (2,285)
Operating profit/(loss) (134) 633 (1,509)
Other operating profit - 233 -
Other gains and losses (5,342)
Finance income - 7 -
Finance charges (261) (422) (468)
Profit / (loss) before tax (395) 451 (7,319)
Taxation - - (40)
Profit / (loss)for the period from (395) 451 (7,359)
continuing operations
Loss from discontinued operations - - (7,358)
Loss for the Period - - (14,717)
Other comprehensive income
Exchange translation differences - - (2)
Total other comprehensive income / (395) 451 (2)
(loss)
TOTAL COMPREHENSIVE INCOME /( LOSS) (395) 451 (14,719)
FOR THE PERIOD
Profit /(loss) attributable to:
Owners of the parent (309) 325 (13,607)
Non-controlling interests (86) 126 (1,110)
Total comprehensive income
attributable to
Owners of the parent: (309) 325 (13.609)
Non-controlling interests (86) 126 (1,110)
Earnings per share:
Basic and fully diluted loss from (€0.002) €0.02 (€0.03)
continuing operations
Basic and diluted loss per share from - - (€0.04)
discontinued operations
Basic and diluted loss per share (€0.002) €0.02 (€0.07)
STATEMENTS OF FINANCIAL POSITION AT 30 JUNE 2014
Notes Six Months to Six Months Year Ended
30 June 2014 to 30 June
2013 31 December
€'000 2013
€'000
€'000
Non-current assets
Goodwill 9 6,652 9
Other intangible assets - 4,665 235
Property, plant and 38,916 41,301 39,044
equipment
Available for sale 7,527 7,894 7,527
investments
Other receivables 21 2,613 29
Total non-current assets 46,473 63,125 46,844
Current assets
Inventories 9 204 135
Available for sale - 320 -
investments
Trade and other receivables 1,404 9,637 2,106
Cash and cash equivalents 1.374 1,618 1,477
Total current assets 2,785 11,779 3,718
Current liabilities
Trade and other payables (3,583) (8,160) (3,849)
Borrowings (14,705) (18,896) (16,199)
Total current liabilities (16,289) (27,056) (20,048)
Net current (liabilities)/ (15,504) (15,277) (16,330)
assets
Total assets less current 30,969 47,848 30,514
liabilities
Non-current liabilities
Borrowings (5,469) (6,237) (4,959)
Deferred liabilities and (1,440) (504) (1,380)
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