THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014
5 December 2018
Clear Leisure Plc
(“Clear Leisure” or “the Company”)
Update on Bond Conversion and Notice of General Meeting
Partial conversion of Company’s €9.9m Bond
On 12 September 2018, holders of the Clear Leisure (AIM: CLP) €9.9 million
convertible bonds (the “Bonds”), approved amendments regarding the
conversion terms of the Bonds and subsequently, on 28 September 2018, the
Company issued a Conversion Notice to its bondholders which required any
Objection to Conversion to be lodged with the Company by 27 November 2018 (as
announced on 1 October 2018).
The board of the Company confirms that it has received valid Objection Notices
amounting to €4.8m (at face value) of the €6.9m of the Bonds currently in
issue.
As a consequence, the Company has elected to convert €2.1m (at face value)
plus accrued interest into Clear Leisure new ordinary shares, at a Conversion
Price of 4.234 euro cents per share. The Conversion Price represents five
times the average closing mid-market price of 0.752 pence per share in the ten
working days immediately prior to the date of the Conversion Notice (28
September 2018), converted into euros at the Company's reasonable assessment
of the mid-market exchange rate on that date of 1.126 EUR to GBP.
The Bond conversion represents approximately 30% of the Bonds currently in
issue and will convert into 50,992,826 new ordinary shares of the Company. The
Conversion Price equates to an 80% discount on the Bonds face value.
The Conversion and allotment of shares will take place on or around 27
December 2018 and application will be made for the new ordinary shares to be
admitted to AIM.
Notice of General Meeting
Clear Leisure also wishes to advise shareholders that it has issued a notice
of a General Meeting (“GM”) to be held at 22 Great James Street, London
WC1N 3ES, at 12:00 p.m. on 19 December 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 Notice of General Meeting, Circular and proxy forms for the General
Meeting have 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. 17 December
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.
-ends-
For further information please contact:
Clear Leisure Plc
Francesco Gardin, CEO and Executive Chairman
+39 335 296573 (tel:%2B390247951642)
SP Angel Corporate Finance (Nominated Adviser & Broker)
Jeff Keating / John Mackay / Charlie Bouverat
+44 (0)20 3470 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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