REG-Clear Leisure Plc: Interim Results
20/09/2019 07:05
20 September 2019
Clear Leisure plc
("Clear Leisure", “the Group” or "the Company")
INTERIM RESULTS
For the six months ended 30 June 2019
Clear Leisure plc (AIM: CLP) announces its unaudited interim results for the
six months ended 30 June 2019.
HIGHLIGHTS
*
Loss for the six months to 30 June reduced 70% to €477,000 (H1 2018:
€1.6m)
*
Operating loss for the six months reduced 25% to €526,000 (H1 2018:
€706,000)
*
Group NAV remains stable at €1.5 million
*
Finance Charges reduced by 28% due to reduction and rescheduling of debt
Francesco Gardin, Chairman and CEO of Clear Leisure comments, “We are now
starting to witness some positive results with regards to monetising our
historical assets, as well as seeing successes with our technology sector
investments, which are proving their innovative potential.
“The Board remains confident that by continuing with its well-founded
strategies, its goal of returning meaningful value to shareholders will be
achieved.”
For further information please contact:
Clear Leisure
Plc
+39 335 296573
Francesco Gardin, CEO and Executive Chairman
SP Angel Corporate Finance (Nominated Adviser & Broker) +44 (0)20
3470 0470
Jeff Keating / John Mackay / Charlie Bouverat
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 with a
portfolio of companies primarily encompassing the leisure and real estate
sectors mainly in Italy. The focus of the 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 realigned its strategic
focus to technology related investments, with special regard to interactive
media, blockchain and AI sectors. For further information, please visit,
www.clearleisure.co.uk
Chairman’s Statement
Operational Review
As shareholders are aware, the Company has shifted its investment strategy
away from the leisure sector towards the broader technology sectors, with
special focus on interactive media, blockchain and artificial intelligence;
areas where the Board’s experience lies.
During the first half of 2019 the Company has assessed a variety of new
investment opportunities within these areas. At the same time, the Board has
not abrogated its responsibilities to securing ownership of its legacy
investments, through legal action against previous management, and improving
the Company’s balance sheet via debt reduction initiatives.
During the period under review, two of its technology investments made
significant headway with their business growth;
*
PBV Monitor srl (“PBV Monitor”), the legal data services company, became
commercially operational during the first part of the year, while signing
several important commercial partnerships;
*
GeoSim Systems Ltd, (“Geosim”), the 3D mapping company, successfully
completed its “proof of concept” model for a major Asian airport, and has
now been awarded a contract to design a complete 3D model of the whole
facilityThe company is currently seeking contracts with a number of large
international airport authorities to offer this innovative 3D modelling
service.
The Company remains well-supported by its largest shareholder, Eufingest SA,
which in June provided a new loan facility to enable the settlement of a debt
to a UK private company, whilst also extending the maturity of its €500,000
loan facility to December 2019.
With regard to Mediapolis Srl, the Company retained the unchallengeable legal
right to receive the proceeds of the land sale of €1.96 million, net of
auction fees.
As announced on 19 September 2019, the auctioneer has proposed to the Ivrea
Court the allocation of a total of €1,938,309.98 to Fallimento Mediapolis
Srl (“Mediapolis”). The allocation proposal will have to be formally
approved by the Ivrea Court following a hearing to be held on 22 November
2019. Once the funds are transferred to Mediapolis, the receiver will be
formally asked to assign the funds immediately to Clear Leisure 2017 Ltd,
(“CL2017”) as beneficiary of the first charge on the Mediapolis land.
During the first part of the year Sipiem SpA’s liquidator filed a claim in
the Italian Courts for damages for approximately €10.8 million arising from
fraud and mismanagement by Sipiem’s previous board members and internal
audit committee. The claim had already been approved by the Company, as
controlling shareholder, during an extraordinary shareholding meeting held in
2016. As announced on 10 September 2019, CL2017 entered into a binding
agreement with Sipiem to buy the €10.8m legal action and a debt of
€238,0000 owed by TLT SpA, the majority shareholder in the Ondaland
waterpark. Clear Leisure is entitled to receive 70% of any funds received from
the €10.8m legal claim, should it be successful.
Financial Review
The Group reported a total comprehensive loss in the period to 30 June 2019
of €477,000 (30 June 2018: loss €1.6 million). Operating loss for the
period was €526,000 (30 June 2018: operating loss €706,000).
The Net Asset Value (NAV) of the Group as of 30 June 2019 was €1.5 million,
compared to €1.6 million at 30 June 2018.
The Net Current Asset of the Group, for the period under analysis amount to
€7.3 million, compared to €2.6 million at 30 June 2018.
At the Company’s Annual General Meeting, held in July, shareholders approved
the resolution granting the Board authority to issue new ordinary shares of
0.25 pence eachup to a nominal amount of £500,000. The Board will use this
authority for future investments and reduction in debt, should opportunities
arise.
Investments
An update on the Group’s investments as at 30 June 2019 is as follows
(percentage of equity held is shown in parenthesis):
GeoSim Systems Ltd (geosimcities.com (https://geosimcities.com/)) (4.46%):
is an Israel based company that develops 3D modelling software. Clear Leisure
was advised that the most recent round of fundraising by GeoSim took place at
a pre-money valuation in excess of US$11 million, corresponding to a valuation
for Clear Leisure’s stake of US$667,487.
GeoSim, having successfully concluded projects of mapping the city of
Vancouver, a segment of Downtown Los Angeles (including the 7th Street Metro
Center Station), and the “Proof of Concept” phase with a major Asian
airport, has now been awarded a contract to design the “Digital Twin” of
the airport.
PBV Monitor Srl (http://www.pbvmonitor.com) (10%): in December 2018 Clear
Leisure acquired a 10 per cent interest in PBV Monitor for a total
consideration of £278,750. PBV Monitor is an Italian company specialising in
the acquisition and dissemination of data for the legal services industry,
utilising proprietary market intelligence tools and dedicated search software,
paid in New Ordinary Shares.
Over the past four years, PBV Monitor has assembled and analysed the activity
of over 8,600 law firms worldwide and over 100,000 business lawyers in 100
jurisdictions, producing approximately 43,000 articles that have regularly
been published on the Global Legal Chronicle
(https://www.globallegalchronicle.com), a trusted news source for lawyers and
businesses, available in English, Italian and French. Currently, PBV Monitor
processes approximately 12 thousand corporate transactions per year,
In addition, PBV Monitor has secured important media partnerships with leading
publishers to market online and printed directories to Italian and South
American law firms consulting on real estate, banking & finance and private
equity deals. Furthermore, agreements have been signed with other important
Italian and international partners, for the organization of legal award events
based on PBV rankings.
Cryptocurrencies Data Centre (100%): In December 2017, the Company announced a
first investment in the blockchain sector, as a Joint Venture (“JV”)
partner in a cryptocurrencies mining data centre. Clear Leisure’s investment
amounted to €200,000 (half of which was paid by the issue of 7,868,130 new
ordinary shares of 0.25 pence each in the Company at a price of 1.11p per
share) in consideration of its 50% interest in the JV.
The data centre was located in Serbia to benefit from the competitive price of
electricity and became operational in mid-2018. Regrettably, the data centre
was placed into “care and maintenance”, as announced on 21 March 2019, due
to the sharp decrease in the price of the cryptocurrencies mined.
In August 2019 the Company became the 100% owner of the data centre, as the JV
partner, having acknowledged its mismanagement of the operations, including a
wrongful allocation of the partnership’s resources, mainly during the
start-up phase, sold its 50% stake for €1.
The data centre currently remains on care and maintenance although the recent
rise in the price of Bitcoin has encouraged the Company to reassess its
options for recommencing production.
SIPIEM SpA (50.17%): is a minority shareholder in T.L.T. SaS, and owns a
number of real estate assets in Italy, including a minority stake in the
Ondaland Waterpark. The Company continues to pursue a legal claim against the
previous management team and audit committee, as referenced above.
Mediapolis Srl (84.04%): Clear Leisure 2017 Ltd, a subsidiary of the Company,
retains the unchallengeable rights to the €1.94 million proceeds of the
auction (net of auction fees). As mentioned above, a court hearing on 22
November 2019 is expected to determine the timing of the allocation of these
funds to CL 2017.
Outlook
PBV Monitor and especially GeoSim are generating considerable interest in
their respective sectors and the Board is confident that each will eventually
make a meaningful contribution to Clear Leisure.
Much has been achieved since the appointment of the new Board in July 2015,
but other challenges still need to be overcome before the Board achieves its
goal of realising meaningful value for the Company shareholders.
The Board remains confident that by continuing with its well-founded
strategies, this goal will be achieved.
Francesco Gardin
Clear Leisure PLC
CEO and Chairman
20 September 2019
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2019
Note Six months to 30 June 2019 Unaudited Six months to 30 June 2018 Unaudited Year ended 31 December 2018 Audited
Continuing operations €’000 €’000 €’000
Revenue 6 8 12
Cost of sales - - -
6 8 12
Administrative expenses 3 (532) (714) (3,878)
Operating loss (526) (706) (3,866)
Other gains and losses 186 (687) (150)
Exceptional items - - 1,300
Finance charges (98) (136) (1,223)
Loss before tax (438) (1,529) (3,939)
Taxation - - -
Loss for the period attributable to owners of the parent (438) (1,529) (3,939)
Other comprehensive loss
Loss on translation of overseas subsidiaries (39) (30) (392)
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT (477) (1,559) (4,331)
Earnings per share:
Basic and diluted loss per share 4 (€0.001) (€0.003) (€0.008)
STATEMENTS OF FINANCIAL POSITION
AT 30 JUNE 2019
Notes As at 30 June 2019 €’000 As at 30 June 2018 €’000 As at 31 December 2018 €’000
Non - current assets
Interest in joint venture 520 200 447
Total non-current assets 520 200 447
Current assets
Investments 1,364 590 1,118
Trade and other receivables 6,361 9,175 7,003
Cash and cash equivalents 3 213 267
Total current assets 7,728 9,978 8,388
Current liabilities
Trade and other payables (382) (555) (507)
Borrowings - (6,799) (343)
Total current liabilities (382) (7,354) (850)
Net current assets 7,346 2,624 7,538
Total assets less current liabilities 7,866 2,824 7,985
Non-current liabilities
Borrowings (6,322) (1,255) (6,042)
Total non-current liabilities (6,322) (1,255) (6,042)
Net assets 1,544 1,569 1,943
Equity
Share capital 7,227 6,985 7,227
Share premium account 47,038 44,858 47,038
Other reserves 10,543 10,142 10,504
Retained losses (63,264) (60,416) (62,826)
Equity attributable to owners of the Company 1,544 1,569 1,943
Total equity 1,544 1,569 1,943
AUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
Group Share capital €’000 Share premium account €’000 Other reserves €’000 Retained losses €’000 Total equity €’000
At 1 January 2018 6,412 43,563 10,112 (58,887) 1,200
Total comprehensive loss for the year - - - (3,939) (3,939)
Issue of shares 815 3,559 - - 4,374
Share issue costs - (84) - - (84)
Foreign currency translation - - 392 - 392
At 31 December 2018 7,227 47,038 10,504 (62,826) 1,943
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 JUNE 2018
Group Share capital €’000 Share premium account €’000 Other reserves €’000 Retained losses €’000 Total equity €’000
At 1 January 2018 6,412 43,563 10,112 (58,887) 1,200
Total comprehensive loss for the period - - - (1,529) (1,529)
Issue of shares 573 1,295 - - 1,868
Unrealised foreign exchange gain (loss) reserve - - 30 - 30
At 30 June 2018 6,985 44,858 10,142 (60,416) 1,569
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 JUNE 2019
Group Share capital €’000 Share premium account €’000 Other reserves €’000 Retained losses €’000 Total €’000 Total equity €’000
At 1 January 2019 7,227 47,038 10,504 (62,826) 1,943 1,943
Total comprehensive loss for the period - - - (438) (438) (438)
Unrealised foreign exchange gain (loss) reserve - - 39 - 39 39
At 30 June 2019 7,227 47,038 10,543 (63,264) 1,544 1,544
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2019
Six months to 30 June 2019 Unaudited €’000 Six months to 30 June 2018 Unaudited €’000 Year ended 31 December 2018 Audited €’000
Net cash outflow from operating activities 216 (1,098) (560)
Cash flows from investing activities
Acquisition of investments (Increase)/decrease in loan to joint venture Interest paid (246) (73) (98) (100) - - (95) (145) (290)
Net cash inflow from investing activities (417) (100) (530)
Cash flows from financing activities
Proceeds from issues of new ordinary shares (net of expenses) - 1,411 1,357
New borrowings 200 - -
Repayment from borrowings (263) - -
Net cash inflow from financing activities (63) 1,411 1,357
Net increase/(decrease) in cash for the period (264) 213 267
Cash and cash equivalents at beginning of year 267 - -
Cash and cash equivalents at end of period 3 213 267
NOTES TO THE FINANCIAL STATEMENTS
1.
General Information
Clear Leisure plc is a company incorporated and domiciled in England and
Wales. The Company’s ordinary shares are traded on the AIM market of the
London Stock Exchange. The address of the registered office is 22 Great James
Street, London, WC1N 3ES.
The principal activity of the Group is that of an investment company pursuing
a strategy to create a portfolio of companies.
2. Accounting policies
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period covered by these consolidated
financial statements.
Basis of preparation
The interim financial statements of Clear Leisure Plc are unaudited
consolidated financial statements for the six months ended 30 June 2019 which
have been prepared in accordance with IFRSs as adopted by the European
Union. They include unaudited comparatives for the six months ended 30 June
2018 together with audited comparatives for the year ended 31 December 2018.
The interim financial statements do not constitute statutory accounts within
the meaning of section 434 of the Companies Act 2006. The statutory accounts
for the year ended 31 December 2018 have been reported on by the company’s
auditors and have been filed with the Registrar of Companies. The report of
the auditors was (i) unqualified, (ii) contained an emphasis of matter
paragraph with regards Going Concern and (iii) did not contain any statement
under section 498 of the Companies Act 2006.
The interim consolidated financial statements for the six months ended 30 June
2019 have been prepared on the basis of accounting policies expected to be
adopted for the year ended 31 December 2019, which are consistent with the
year ended 31 December 2018 except as stated below:
Changes in accounting policies
The Group has initially adopted IFRS 16 Leases from 1 January 2019.
IFRS 16 Leases
IFRS 16 establishes a comprehensive framework whereby the standard now
requires lessees to recognise a lease liability reflecting future lease
payments and a “right-of-use asset” for all leases. IFRS 16 sets out a
comprehensive model for the identification of lease arrangements and their
treatment in the financial statements for both lessor and lessees. It replaces
IAS 17 Leases.
There was no material effect of initially applying IFRS 16.
Going concern
The Group’s activities generated a loss of €438,000 (2018: €3,939,000)
and had net current assets of €7,346,000 as at 30 June 2019. The Group’s
operational existence is still dependent 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 interim accounts. 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.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Company’s medium-term performance and
the factors that mitigate those risks have not substantially changed from
those set out in the Company’s 2018 Annual Report and Financial Statements,
a copy of which is available on the Company’s website:
www.clearleisure.com. The key financial risks are liquidity and credit risk.
Critical accounting estimates
The preparation of interim financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in note 3 of the Company’s 2018 Annual Report and
Financial Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.
3. Administrative expenses
In the year ended 31 December 2018, the administrative expenses were
exceptionally high and related to a €2.05million bad debt write off relating
to Sipiem.
4. (Loss) /Earnings per share
The basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period. Diluted earnings per share is
computed using the same weighted average number of shares during the period
adjusted for the dilutive effect of share warrants and convertible loans
outstanding during the period.
The profit and weighted average number of shares used in the calculation are
set out below:
Six months to 30 June 2019 Six months to 30 June 2018 Year ended 31 Dec 18
(Unaudited) (Unaudited) (Audited)
€’000 €’000 €’000
Loss/profit attributable to owners of the parent company:
Basic earnings (438) (1,678) (3,939)
Diluted earnings (438) (1,678) (3,939)
Basic weighted average number of ordinary shares (000’s) 299,593 504,232 468,986
Diluted weighted average number of ordinary shares (000’s) 299,593 504,232 468,986
Basic and fully diluted earnings per share:
Basic earnings per share (€0.001) (€0.003) (€0.008)
Diluted earnings per share (€0.001) (€0.003) (€0.008)
IAS 33 requires presentation of diluted earnings per share when a company
could be called upon to issue shares that would decrease earnings per share or
increase net loss per share. For a loss making company with outstanding share
options and warrants, net loss per share would only be increased by the
exercise of out-of-the money options and warrants, so no adjustment has been
made to diluted earnings per share for out-of-the money options and warrants
in the comparatives.
5. Investment Policy
The Company intends on identifying and investing in investment opportunities
which it believes show excellent growth potential on a stand-alone basis and
which would add value to the Company's portfolio of investments through the
expertise of the Board or through the provision of ongoing funding.
It is the intention of the Company that the majority of investments will be
made in unlisted companies; however pre-IPO and listed companies may, from
time to time, be considered on a selective basis.
The Company believes that the collective experience of the Board together with
its extensive network of contacts will assist them in the identification,
evaluation and funding of investment targets. When necessary other external
professionals will be engaged to assist in the due diligence of prospective
targets. The Board will also consider, as it sees fit, appointing additional
directors and/or key employees with relevant experience as part of any
specific investment.
The Company may offer Shares as well as cash by way of consideration for
prospective investments, thereby helping to preserve the Company's cash for
working capital. The Company may, in appropriate circumstances, issue debt
securities or borrow money to complete an investment.
6. Copies of Interim Accounts
Copies of the interim results are available at the Group´s web site at
www.clearleisure.co.uk. Copies may also be obtained from the Group´s
registered office: Clear Leisure PLC, 22 Great James Street London WC1N 3ES.
-ends-
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