Company Registration No. 03926192
Clear Leisure plc
Annual Report and
Financial Statements for
the year ended
31 December 2016
Clear Leisure plc
Contents
Company information
Chairman’s statement
Director profiles
Strategic report
Directors’ report
Report of the independent auditor
Group statement of comprehensive income
Group and Company statements of financial position
Group and Company statements of changes in equity
Group and Company statements of cash flows
Notes to the financial statements
1
5
6
10
13
15
16
17
19
20
Company information
Clear Leisure plc
Directors
Company Secretary
Company number
Registered office
Auditor
Solicitors
Nominated Adviser
Financial Manager
Broker
Registrar
Reginald Eccles
Francesco Gardin
James Gordon
03926192 (England and Wales)
22 Great James Street
London
WC1N 3ES
Welbeck Associates
Statutory Auditor
Chartered Accountants
30 Percy Street
London
W1T 2DB
Ferrari Pedeferri Boni
Studio Legale Associato
Via Fatebenefratelli, 22
20121
Milan
Italy
ZAI Corporate Finance
New Liverpool House
15 Eldon Street
London
EC2M 7LD
Haines Watts Group Limited
69-73 Theobalds Road
London
WC1X 8TA
Peterhouse Corporate Finance Limited
New Liverpool House
15 Eldon Street
London
EC2M 7LD
Share Registrars Ltd
The Courtyard
17 West Street
Farnham
GU9 7DR
Clear Leisure plc
CHAIRMAN’S STATEMENT
I am pleased to present below the Company’s Final Results for the year ended 31 December 2016.
Overview
The Company continued to execute its well-founded strategy during 2016 and, along with the first six months
of 2017, has begun to make positive steps with the creditors of its Italian subsidiaries, ownership rights of its
assets and funding requirements.
As at 31 December 2016, we had bought back consolidated Group debt to the value of €1.3 million at a
discount of 76 per cent. Subsequently, in May of this year we purchased a further €3.14 million of loans owing
by Mediapolis Srl to a syndicate of three Italian banks, also at a 76 per cent discount. That debt, now owing by
Mediapolis Srl to Clear Leisure, is secured by a first charge on valuable land owned by Mediapolis Srl.
These discounted debt purchases improve Clear Leisure’s consolidated balance sheet, reduce the Group’s
interest burden and save the management time consumed in dealing with the relevant creditors. The Board
intends to remain alert to further such opportunities to improve the Company’s financial position.
Funding for the May 2017 debt buy back was facilitated by a €1.2 million loan from Eufingest, the Lugano
based investment manager and our largest shareholder. This loan, together with all other loans due by Clear
Leisure to Eufingest, and in total then amounting to €2.475 million, has been consolidated into a single loan
repayable by 28 April 2020 and carrying an annual interest rate of just 1 per cent. Clear Leisure can repay the
loan (plus interest) at any time before the maturity date whilst Eufingest has the right to convert all or part of
the loan at 0.89 pence per share.
Through these transactions, Eufingest has demonstrated its support for the Board of Clear Leisure and we are
confident that Eufingest will continue to give careful consideration to any financial restructuring or business
opportunity uncovered by Clear Leisure.
As a further part of the debt restructuring initiated by the Board, a bondholders meeting held on 30 December
2016 approved the extension of the final maturity of the Zero Rate Convertible Bond 2015 to 15 December
2018. It further agreed to reduce the redemption amount to be paid at final maturity on the nominal amount
of the bonds, from 114.49 per cent to 103.03 per cent, thereby reducing the effective annual interest from 7.0
per cent to 1.0 per cent. This new arrangement will produce an interest saving for the Company of €792,000
(£682,000). Eufingest is responsible for €3 million of the bonds and voted in favour of the resolutions at the
bondholders meeting.
In addition to the financial support provided by Eufingest during the 2016 year, the Company made two share
issues to provide working capital; primarily to assist with the legal costs associated with contesting asset
ownership. On 4 August, the Company raised £150,000 via a placing at 0.5p per share. On 14 September 2016,
the Company made a further placing for £200,000 at 0.9p per share, with one warrant for every placing share
to be exercised at 1.5p up to 20 March 2017. None of the warrants were excercised by 20 March 2017.
An additional £50,000 was contributed to working capital in June 2016 by the sale of the Company’s 9.9 per
cent portfolio shareholding in Ascend Capital, a London based broker.
In the 2015 Chairman’s Statement I announced that we intended to report future results in Sterling. However,
we have now decided to continue to report in Euros as this currency best represents our current activities and
funding.
Financial Review
The Group reported a loss before tax of €397,000 for the year ended 31 December 2016 (December 2015: loss
before tax €20,246,000); operating losses for the period were €156,000 (December 2015: €654,000).
The undiluted Net Asset Value (NAV) of the Group as of 31 December 2016 was €1.601 million (£1.876 million),
compared to €1.340 million at 31 December 2015. The increase in value is due to the buyback of the bond in
Mediapolis.
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Clear Leisure plc
Operational Review
During the year under review, we entered into new loan arrangements with Eufingest totaling €0.46 million
and £0.3 million. By year-end, the total amount of loans outstanding to Eufingest was €1.1 million and, as
mentioned earlier in my statement, by May 2017 amounted to €2.475 million, consolidated into a single loan.
A favourable ruling in February 2016 by the Turin Court, Companies Section, meant that Clear Leisure was
finally confirmed the legitimate controlling owner of 50.17 per cent of SIPIEM which, in turn, is a minority
shareholder in T.L.T S.p.A., owner of the profitable Ondaland Waterpark, the largest such park in Northern
Italy. Importantly, this court ruling entitled SIPIEM to have representation at shareholder meetings and
appoint the legal representative of the company, fundamental towards obtaining title to the T.L.T. S.p.A.
shares owing to the Company, and gaining access to the revenue and profits of Ondaland. In July 2016, the
Company presented at a SEPIEM shareholders meeting, a resolution to recover damages from former
management and internal audit committee members. This action has prompted the Ondaland controlling
shareholders to enter into negotiations with SIPIEM, which we expect will lead to a positive resolution of
outstanding issues to the benefit of Clear Leisure.
On 26 February 2016, the Company entered into a settlement agreement for a secured loan, which had been
arranged by the previous board. The original loan was for £250,000 (€292,992) plus interest of £80,000
(€93,758). Under the settlement, the loan principal has been repaid whilst the remaining £85,000 (€99,617)
will be settled this year.
On 24 March 2016, the previous Board negotiated settlement in principle with Digital Magics S.p.A. to close all
outstanding disputes arising from past transactions involving a number of deals between Clear Leisure and
Digital Magics S.p.A. The agreement involved the issue of further €400,000, Zero Rate Convertible Bond 2015
and a cash payment for €17,500. The new Board renegotiated this settlement, agreeing instead to issue
€300,000 of the existing Zero Rate Convertible Bond 2015 maturing in December 2017 and to pay €17,500 in
cash, as before. The Zero Rate Convertible Bond 2015 was subsequently renegotiated as set out below.
At a meeting on 30 December 2016 of bond holders for the Company’s Zero Rate Convertible Bond 2015,
agreed new repayment terms, with the maturity date extended to 15 December 2018 and the interest payable
on the bonds reduced from 7 per cent to 1 per cent.
In March 2016, the Company drew down a £200,000 (€234,394) convertible loan agreed with Eufingest,
bearing a 2.5 per cent interest, with a conversion price of 0.75 pence per Clear Leisure share and repayable on
30 September 2016. This loan, along with all other Eufingest loans, has now been consolidated into the one
€2.475 million loan referred to earlier in my review.
In May 2016, Eufingest provided a convertible facility of £100,000 (€117,197) with an annual interest rate of
2.5 per cent and convertible into Clear Leisure shares at 0.75 per share. The facility was repayable on 30
September 2016. A further €50,000 loan was made available at the end of May and on the same terms as the
earlier facilty. Between September and December 2016, Eufingest provided four convertible facilities of total
€460,000 with an annual interest rate of 2.50 per cent. These facilities have subsequently been absorbed into
the one single loan referred to above.
At the end of July 2016, Clear Leisure allotted 1,428,571 ordinary Clear Leisure shares to Francesco Gardin in
settlement of £12,500 (€14,650) of his salary due for the period August 2015 to December 2015. The allotment
of shares was in accordance with his contract and the effective issue price of the shares was 0.875 pence.
Portfolio Companies
An update on the Group’s portfolio companies on 31 December 2016 is as follows (percentage of equity held is
shown in parenthesis):
Mediapolis Srl (84.04%): owns a strategically located, development site, covering 497,884 sqm, in north-west
Italy on the A4/A5 motorway between Milan and Turin. Planning was approved in 2007 for a theme park, with
additional guest facilities, shops and offices but the necessary building permits have not been forthcoming. In
January 2015, Mediapolis launched a €39.65 million claim against the regional government of Piedmont for
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Clear Leisure plc
failing to honour its commitment to approve the construction of the park. Mediapolis continues to pursue this
claim and to seek an acceptable development plan. Mediapolis also owns 10 holiday villas in the Porto Cervo
area, the most exclusive holiday location in Sardinia, some of which are currently let to an adjacent hotel.
SIPIEM SpA (50.17%): is a minority shareholder in T.L.T. S.p.A. which owns a number of real estate assets
including the operating Ondaland Waterpark located in north-west Italy. In July 2016, the Company voted at a
SIPIEM shareholders meeting, presenting a resolution to recover damages from former management and
internal audit committee members. The Board is confident that its legal procedures will result in a successful
outcome for the Company and that the holding in SIPIEM will become a significant realisable asset.
GeoSim Systems Ltd (www.geosim.co.il) (4.53%): is an Israeli company seeking to establish itself as the world
leader in building complete and photorealistic 3D “virtual” cities and in delivering them through the Internet
for use in local searches, real estate and city planning, homeland security, tourism and entertainment.
Autonomous car projects and other new applications will inevitably require very detailed 3D models of cities
and in this regard, the release of GeoSim’s Vancouver 3D model represents an important milestone for the
company. GeoSim technology remains one of the best options worldwide. GeoSim is not a core asset and will
be sold at the right opportunity.
ORH SpA (73.43%): owned a chain of hotels in Italy and East Africa under the Ora Hotels brand. It was put into
administration in February 2014, allegedly due to gross financial misconduct by the certain individuals
associated with the company, prior to the sale to Clear Leisure. The Company continues to pursue a claim
against these entities, with the objective of recovering all the funds historically invested, of nearly €6 million in
cash and shares.
There are also other claims and issues that the company continues to deal with, that may yield some return to
the Group.
Post-Balance Sheet Events
On 10 May 2017, the Company consolidated its outstanding loans with Eufingest into one convertible loan of
€2.475 million with a repayment date of 28 April 2020 and an interest rate of 1 per cent. Eufingest can convert
the loan into shares at any time up to the repayment date at a price of 0.89p per share, being the weighted
average conversion price of the loans then converted into the new facility.
The new loan facilitated the completion of the €3.14 million debt buy-back at 76 per cent discount of
Mediapolis bank debt with a first charge on a strategic 497,884 sqm site in north-west Italy on the A4/A5
motorway between Milan and Turin. A Clear Leisure wholly owned vehicle is now the beneficiary of the debt,
any unpaid interest on the debt and a first charge on the land up to €5 million on the debt.
On 15 May, Clear Leisure was informed that the Court Prosecutor of Ivrea, Metropolitan City of Turin, had filed
a winding up request on Mediapolis Srl. The petition arose from an initiative of the Ivrea Court following a
claim which has now been settled by the Company. Nonetheless under Italian Law, once the request from the
Court has been passed to the prosecutor, the winding up petition may proceed in consideration of other
outstanding debts, notwithstanding that the original debt has been settled.
A hearing of the court was held on 9 June, at which Mediapolis Srl provided evidence of its continuing
discussion with its creditors. A second hearing took place on 23 June, where Mediapolis Srl submitted
additional documentation for the consideration of the court. A decision of the court, with respect to the
winding up petition of the Court Prosecutor, is now not expected before early July.
Meanwhile Mediapolis Srl called a shareholder meeting (“AGM”) for 21 June 2017 both to approve the
accounts for the year ending December 2016 and to discuss the winding-up petition and possible further
funding by its shareholders. At the AGM Mediapolis shareholders approved the 2016 financial accounts,
reporting a profit of €335,000. The shareholders present indicated their support for Mediapolis to raise funds
to satisfy creditors, subject to Mediapolis Srl not being wound up by the court and provided that the
development land remains under the ownership of Mediapolis Srl.
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Clear Leisure plc
Outlook
The Board remains committed to improving the financial health of Clear Leisure through court-led recoveries
of misappropriated assets, asset sales and the buy-back of the debts of its subsidiaries at significant discounts.
Whilst we have achieved success with more than one of these directives, there remain a number of challenges
to overcome before shareholders are rewarded for their patience. We are confident that by continuing with
our process, this ultimate goal will be achieved.
Francesco Gardin
Chairman
6 July 2017
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Clear Leisure plc
DIRECTOR PROFILES
Francesco Gardin
Chief Executive Officer & Chairman
Francesco Gardin, 62, born in Rovigo, Italy, graduated in Theoretical Physics at Padova University in 1979,
before undertaking a UK Government research project at Exeter University (UK) from 1980 to 1982. In 1983,
Francesco founded AISoftw@re SpA to develop and distribute Artificial Intelligence systems within Italy, which
he took public on NASDAQ Europe in 1999 and the Milan Stock Exchange in 2000. He sold the company in 2005
but agreed to remain as non executive Chairman until March 2008. When he left the company employed more
than 1,400 people with revenues in excess of £70m. In December 2008 he was appointed executive Director of
London Asia Capital plc, a UK company investing in Asia, He resigned in July 2013. In October 2013 he was
appointed on the board of Pan European Terminals PLC, listed on AIM of the London Stock Exchange. He
resigned in July 2014 following the sale of the company. In December 2014 he co-founded First IPO Capital
Ltd, a UK company aiming at financing IPO costs to companies listing on the London AIM market. During the
last twenty years, he has been Director of almost fifty companies in Italy, UK, USA, Israel, Hong Kong, China,
Singapore, Mauritius and Jersey. From 1984 to 2014, he was Research Associate Professor at Udine, Milano
and Siena University lecturing Artificial Intelligence, Theory and Application of Computation, and Virtual
Reality. His academic papers include more than 50 individual and joint publications and three books on the
subject of Artificial Intelligence as editor.
Reginald Eccles
Non-executive Director
Reginald George Eccles, 71, has sat on the boards of a number of public and private companies over the past
four decades, including, most recently, Toledo Mining Corporation plc where he acted as Chairman and Pan
European Terminals plc as Senior Independent Director. He began his career as a business and financial
analyst, working in both the UK and South Africa. In 1979, he co‐founded a consultancy and publishing
company, with offices in the UK and Australia. Which he sold in 1988. Subsequently he held senior positions at
a number of investment banks.
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Clear Leisure plc
STRATEGIC REPORT
The Directors present their Strategic Report on Clear Leisure plc and its subsidiary undertakings (“the Group")
for the year ended 31 December 2016.
The Strategic Report is a new statutory requirement under section 414A of the Companies Act 2006 (Strategic
Report and Directors' Report) Regulations 2013 and is intended to provide fair, balanced and understandable
information that enables the Directors to be satisfied that they have complied with section 172 of the
Companies Act 2006, which sets out the Directors' duty to promote the success of the Group and Company.
Review of the business and development during the year
A summary of the Group’s results and strategy is set out above.
During 2016 the Company entered into a number of debt facilities in order to finance the ongoing legal actions
and costs of the team of experts being used to investigate each of the assets purchased by the Company under
the previous management team. The debt facilities were as follows:
Eufingest, 15 March 2016, a convertible loan for £200,000 (€234,394) repayable by 15 September
2016, at an interest rate of 2.5 per cent per annum. The maturity date has been initially rescheduled
to 31 March 2017 and subsequently to 31 December 2017.
Eufingest, 05 May 2016, a convertible loan for £100,000 (€117,197) repayable by 30 September 2016,
at an interest rate of 2.5 per cent per annum. The maturity date has been initially rescheduled to 31
March 2017 and subsequently to 31 December 2017.
Eufingest, 20 May 2016, a convertible loan for €50,000 repayable by 30 September 2016, at an
interest rate of 2.5 per cent per annum. The maturity date has been initially rescheduled to 31 March
2017 and subsequently to 31 December 2017.
Eufingest, 28 October 2016, a convertible loan for €50,000 repayable by 31 December 2016, at an
interest rate of 2.5 per cent per annum. The maturity date has been initially rescheduled to 31 March
2017 and subsequently to 31 December 2017.
Eufingest, 10 November 2016, a convertible loan for €300,000 at an interest rate of 2.5 per cent per
annum, originally repayable by 30 April 2017 and subsequently rescheduled to 31 December 2017.
Eufingest, 19 December 2016, a convertible loan for €60,000 at an interest rate of 2.5 per cent per
annum, originally repayable by 30 April 2017 and subsequently rescheduled to 31 December 2017.
On 10 May 2017 it was agreed with Eufingest to bring together all the outstanding balances into one loan
repayable by 28 April 2020 with interest at 1% per annum.
The Consolidated Loan is convertible into shares of the Company at the rate of 0.89p per share, being the
weighted average conversion price of all the outstanding loans, and carries an interest of 1 per cent.
On 4 August 2016 Eufingest converted £164,872.10 of its 15 March 2016 loans notes into 21,982,947 new
ordinary shares.
The Company also issued two tranches of €150,000 each of its Zero Rate Convertible Bond 2015 to Digital
Magics S.p.a., bringing the total issued Zero Rate Convertible Bond 2015 to €6.9 million, alongside a cash
payment of €17,500 performed in two tranches, in 2016 and 2017, as a result of the renegotiation announced
on 30 March 2016 of the original settlement to close all outstanding disputes arising from past transactions
between the Company and Digital Magics S.p.a..
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Clear Leisure plc
STRATEGIC REPORT (continued)
On 23 September the Company repurchased €1.3 million debt of one of its subsidiaries at a 76 per cent
discount.
The Company partially repaid:
existing Square One Loan amounting to £250,000 (€292,992) plus interest, expiring at the end of
2016, by reimbursing £256,625 (€300,757) during the year. As of 31 December 2016 approximately
£85,000 (€99,617) remains outstanding.
The Company also restructured:
the Zero Rate Convertible Bond 2015, due 16 December 2017. Following a bond holder meeting on 30
December 2016 the final maturity date of the Bond was rescheduled to 15 December 2018, with
redemption at 103.03 per cent of nominal value at maturity, giving an effective 1 per cent annual
interest rate, compared to the previous of 7 per cent.
The valuation of the land holdings of Mediapolis and of the Sardinian villas is unchanged at €18 million.
Sale of investments
In June 2016, the 9.9 per cent holding in Ascend Capital Ltd was sold for £50,000 (€58,598).
Board changes
On 25 July 2016 Mr Francesco Gardin and Mr Reginald Eccles were re-elected as Directors of the Company.
Futures developments
On 24 January 2017 Clear Leisure allotted 3,658,536 new ordinary shares at 0.82p per share to the Company
Director, Francesco Gardin in lieu of part of his salary and as envisaged in his contract with the Company.
On 3 February 2017 Eufingest provided a loan facility of €60,00 at an interest rate of 2.5 per cent per annum.
The facility was initially repayable by 31 March 2017.
On 9 March 2017 the Company incorporated Clear Leisure 2017, a wholly owned subsidiary as a vehicle for
future transactions.
On 15 March 2017 Eufingest provided a loan facility of €100,000 at an interest rate of 2.5 per cent per annum.
The facility was initially repayable by 31 March 2017.
On 10 May 2017 the Company announced the buy-back of €3.14 million debt of Mediapolis, previously owed
to three Italian banks, and the corresponding first charge mortgage, at a 76.15 per cent discount.
On the same day, Eufingest provided a loan facility of €1,200,000 at an interest rate of 2.5 per cent per annum.
This facility and all other outstanding balances with Eufingest were brought together into one loan of €2.47
million. The Consolidated Loan carries an interest of 1 per cent, is repayable by 28 April 2020 and is convertible
into shares at the rate of 0.89p per share, being the weighted average conversion price for all the outstanding
loans.
On 15 June 2017, Clear Leisure announced that the Court Prosecutor of Ivrea, Metropolitan City of Turin, had
filed a winding up request on Mediapolis srl, the Group’s 84.04 per cent owned subsidiary that holds its
interest in the Mediapolis land. In May, and before Mediapolis srl was notified of the court hearing, Clear
Leisure acquired, at a discount from Mediapolis’s banks, the debt of €3.14 million and the corresponding first
charge mortgage on the Mediapolis site.
Clear Leisure calculates that unpaid interest on the bought-back mortgage, currently amounting to
approximately €4 million, 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 €5 million and, accordingly,
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any recovery above €5 million would first be assigned to other creditors which hold a second charge over the
property.
STRATEGIC REPORT (continued)
Risks and Uncertainties
The Group's investments as at 31 December 2016 were all in unlisted investments, as a result there is no
readily available market for sale in order to arrive at a fair value. The valuation of each investment is
appraised on a regular
basis and requires a significant amount of judgment together with reviewing the cash flows and budgets of
the investee company in order to arrive at a fair value.
The Group has raised funds during the period, but the Directors consider that the amounts raised will not
be sufficient to meet their operating forecasts over the next 12 months, further funds will be required to
implement the Company strategy and meet the day to day operations of the Group.
Key performance indicators (“kpi’s”)
The key performance indicators are set out below:
PLC S
Net asset value
Closing share price
Market capitalisation
Assessment of business risk
31 December
2016
31 December
2015
Change %
€1,601,000
€1,340,000
19.5%
0.80p
0.88p
€2,346,000
€1,851,000
(9)%
26%
The Board regularly reviews operating and strategic risks. The Group's operating procedures include a system
for reporting financial and non-financial information to the Board including:
reports from management with a review of the business at each Board meeting, focusing on any new
decisions/risks arising;
reports on the performance of investments;
reports on selection criteria of new investments;
discussion with senior personnel; and
consideration of reports prepared by third parties.
Financial risk management
Details of the Group's financial instruments and its policies with regard to financial risk management are
contained in note 25 to the financial statements.
Results for the year and dividends
The loss for the year from continuing operations was €397,000 (2015: loss of €20,246,000). Since the Group
does not have any distributable reserves, the Directors are unable to recommend the payment of a dividend.
Going concern
The Group's activities generated a loss from continuing operations of €397,000 (2015: €20,246,000) and had
net current liabilities of €14,985,000 as at 31 December 2016. 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 judgment that there is a reasonable expectation that the Group can secure adequate
funding to continue its operations for the foreseeable future and that adequate arrangements will be in place
to settle financial commitments, as and when they fall due.
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STRATEGIC REPORT (continued)
For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.
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.
By order of the Board.
Francesco Gardin
Director
6 July 2017
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DIRECTORS’ REPORT
The Directors present their report together with the audited financial statements for the year ended
31 December 2016.
Principal Activity
The principal activity of the Group is that of an investment company pursuing a strategy to create a portfolio
of companies within the leisure, entertainment, interactive media and financial services sectors.
Directors
The present members of the Board of Directors together with brief biographies are shown on page 5.
The board comprised the following directors who served throughout the year and up to the date of this report
save where disclosed otherwise beside their name:
Francesco Gardin
Reginald Eccles
Directors’ interests
No Director had a material interest in any contract of significance to the Company or any of its subsidiaries
during the period. No Directors of the Company have any beneficial interests in the shares of its subsidiary
companies.
The interests of the directors who served at the end of the year in the share capital of the Company at 31
December 2016 and 31 December 2015 were as follows:
Directors
(0.25p ordinary shares)
%
(0.25p ordinary shares)
31 December 2016
Holding
31 December 2015
Francesco Gardin
1,701,619
0.595
273,048
The closing market price of the ordinary shares at 31 December 2016 was 0.80p and the highest and lowest
closing prices during the year were 1.45p and 0.55p respectively.
In January 2017, Francesco Gardin was allotted 3,658,536 ordinary shares as part of his remuneration. Other
than this, there have been no changes in the Directors’ interests between the year end and 30 June 2017.
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DIRECTORS’ REPORT (continued)
Remuneration
Remuneration receivable by each Director during the year was as follows:
Clear Leisure plc
Executive Directors
Alfredo Villa*
Nilesh Jagatia*
Reginald Eccles
Francesco Gardin
Total
2016
Board fees
2016
Remuneration
€’000
€’000
2016
Total
€’000
-
-
-
-
-
-
-
57
115**
172
-
-
57
115
172
2015
Total
€’000
85
35
18
115
250
None of the Directors had any pension entitlement.
*Alfredo Villa and Nilesh Jagatia resigned on 31 July 2015.
**Of which £30,000 was paid in shares.
Directors’ interests in share options and warrants
At 31 December 2016 the Directors had the following interest in share options or warrants in the Company:
- On 31 July 2015 Francesco Gardin was awarded 10,000,000 stock options at a strike price of 1.25p to
be exercised within five years.
- On 31 July 2015 Reginal Eccles was awarded 3,000,000 stock options at a strike price of 1.25p to be
exercised within five years.
All former share option plans had lapsed and no options were exercised in any of the last three financial years.
Significant shareholders
As at 30 June 2017 so far as the directors are aware, the parties who are directly or indirectly interested in 3
percent or more of the nominal value of the Company’s share capital are as follows:
Number of ordinary shares
Eufingest
TD Direct Investing Nominees (Europe) Limited
Hargreaves Lansdown Nominees Limited
Luke Johnson
Lynchwood Nominees Limited
Investor Nominees Limited
TMS-EKAB
HSDL Nominees Limited
Barclayshare Nominees Limited
Beaufort Nominees Limited
78,732,947
33,338,307
30,891,489
25,000,000
14,121,354
13,389,487
11,000,000
9,875,055
9,161,947
8,812,556
%
27.17
11.51
10.66
8.63
4.87
4.62
3.79
3.40
3.16
3.04
Corporate Governance
As an AIM-listed Company, the Company is not required to follow the provisions of the Corporate Governance
Code as set out in the Financial Conduct Authority’s Listing Rules. However, the Directors recognise the
importance and support the principles of good governance.
Directors' liability insurance and indemnity
The Company is in the process of arranging insurance cover in respect of potential legal action against its
Directors. To the extent permitted by UK law, the Company also intends to indemnify the Directors.
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DIRECTORS’ REPORT (continued)
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report of the Directors and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
directors have prepared the Group and Parent Company financial statements in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”). Under Company law the
directors must not approve the financial statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. The
Directors are also required to prepare financial statements in accordance with the AIM rules of the London
Stock Exchange.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable IFRSs as adopted by the European Union have been followed, subject to any
material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group
and Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Group's website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions. The Group is compliant
with AIM Rule 26 regarding the Group’s website.
Disclosure of information to auditor
In the case of each person who was a Director at the time this report was approved:
so far as that director is aware there is no relevant audit information of which the Group’s auditor is
unaware; and
that director has taken all steps that the director ought to have taken as a director to make himself
aware of any relevant audit information and to establish that the Group’s auditor is aware of that
information.
Events after the reporting period
Details of events after the reporting period have been disclosed in Note 35.
Independent auditor
Welbeck Associates, having expressed their willingness to continue in office, will be deemed reappointed for
the next financial year in accordance with section 487(2) of the Companies Act 2006 unless the Company
receives notice under section 488(1) of the Companies Act 2006.
By order of the Board.
Francesco Gardin
Chairman
6 July 2017
12 | P a g e
Clear Leisure plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
We have audited the financial statements of Clear Leisure plc for the year ended 31 December 2016 which
comprise the group statement of comprehensive income, the group and parent company statements of
changes in equity, the group and parent company statements of financial position, the group and parent
company statements of cash flows, and the related notes. The financial reporting framework that has been
applied in the preparation of the Group and Parent Company financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of Directors’ responsibilities set out on page 10, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit and express an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
to give reasonable assurance that the financial statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to
the Company's circumstances and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the directors; and the overall presentation of the
financial statements. In addition, we read all the financial and non-financial information in the Chairman’s
statement, strategic report and Directors’ report to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing
the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the
implication for our report.
Basis for qualified opinion on financial statements
We were not provided the financial statements of Mediapolis Investment sarl, where the Company is a major
shareholder. Had this information been available to us we might have formed a different opinion on the
financial statements of the Group.
Qualified opinion on financial statements
In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion
paragraph:
the financial statements give a true and fair view of the state of the company's affairs as at 31 December
2016 and of the company's loss for the year then ended;
the financial statements have been properly prepared in accordance with IFRS as adopted by the
European Union; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Emphasis of matter – Going concern
We draw your attention to the disclosure made in note 3 to the financial statements concerning the Group’s
ability to continue as a going concern and to note 34 regarding events after the balance sheet date.
These conditions, along with other matters explained in note 3 to the financial statements, indicate the
existence of a material uncertainty which may cast doubt about the ability of the Group to continue as a going
concern. The financial statements do not include the adjustments that would result if the Group was unable to
continue as a going concern.
13 | P a g e
Clear Leisure plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(continued)
Opinion on matters prescribed by the Companies Act 2006
In our opinion the information given in the strategic report and the report of the directors for the financial
year for which the financial statements are prepared is consistent with the financial statements, and the
Strategic Report and Directors Report have been prepared in accordance with the applicable legal
requirements. In light of our knowledge and understanding of the group and its environment obtained in the
course of the audit, we have not identified material misstatements in the Strategic Report and Directors
Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Jonathan Bradley Hoare (Senior statutory auditor)
for and on behalf of Welbeck Associates
Chartered Accountants and Registered Auditors
London, United Kingdom
6 July 2017
14 | P a g e
GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED
31 DECEMBER 2016
Clear Leisure plc
Revenue
Cost of sales
Other operating income
Administration expenses
Operating loss
Other gains and losses
Finance charges
Loss before tax
Tax
Loss for the year
Note
8
9
12
2016
€’000
63
-
63
943
(1,162)
(156)
24
(251)
(383)
(14)
(397)
2015
€’000
-
-
.-
-
(654)
(654)
(18,569)
(1,023)
(20,246)
-
(20,246)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(397)
(20,246)
Loss for the year attributable to:
Owners of the parent
Non-controlling interests
Earnings per share:
(450)
53
(17,016)
(3,230)
Basic and fully diluted loss from continuing operations
13
Basic and fully diluted loss from discontinued operations
Basic and fully diluted loss per share
(€0.00)
-
(€0.00)
(€0.08)
-
(€0.08)
The accounting policies and notes form part of these financial statements.
15 | P a g e
STATEMENTS OF FINANCIAL POSITION AT 31 DECEMBER 2016
Clear Leisure plc
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Available for sale investments
Investments in subsidiaries
Other receivables
Total non-current assets
Current assets
Investments held for trading
Trade and other receivables
Cash and cash equivalents
Total current assets
Current liabilities
Trade and other payables
Borrowings
Total current liabilities
Notes
14
15
16
18
17
20
19
20
21
22
23
Group
2016
€’000
-
20
18,014
-
-
62
18,096
634
7,136
1,370
9,140
Group
2015
€’000
-
50
18,114
60
-
-
18,224
614
6,847
1,842
9,303
Company
2016
€’000
Company
2015
€’000
-
-
-
-
9,548
-
9,548
-
75
2
77
-
-
-
-
8,537
-
8,537
-
35
475
510
(4,245)
(19,880)
(24,125)
(4,948)
(20,832)
(25,780)
(844)
(6,641)
(7,485)
(1,058)
(6,680)
(7,738)
Net current (liabilities)
(14,985)
(16,477)
(7,408)
(7,228)
Total assets less current liabilities
3,111
1,747
2,140
1,309
Non-current liabilities
Borrowings
Provisions
Total non-current liabilities
Net assets
Equity
Share capital
Share premium account
Other reserves
Retained losses
Equity attributable to owners of the Company
Non-controlling interests
Total equity
23
24
26
26
28
30
(1,103)
(407)
(1,510)
-
(407)
(407)
(1,103)
-
(1,103)
-
-
-
1,601
1,340
1,037
1,309
6,344
43,351
11,441
(59,843)
1,293
308
1,601
6,112
42,954
11,412
(59,393)
1,085
255
1,340
6,344
43,351
585
(49,243)
1,037
-
6,112
42,954
556
(48,313)
1,309
-
1,037
1,309
The financial statements were approved by the board of directors and authorised for issue on 6 July 2017, on
its behalf by:
Francesco Gardin
Director
The accounting policies and notes form part of these financial statements.
16 | P a g e
Clear Leisure plc
Company Number 03926192
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2016
Group
Share
capital
€’000
Share
premium
account
€’000
Other
reserves
Retained
losses
Total
€’000
€’000
€’000
Non-
controlling
interests
€’000
Total
equity
€’000
At 1 January 2016
6,112
42,954
11,412
(59,393)
1,085
255
1,340
Total comprehensive loss for the
year
Issue of shares
Share option charge
At 31 December 2016
Company
At 1 January 2016
Loss and total comprehensive
income for the year
Issue of shares
Share option charge
At 31 December 2016
-
232
-
6,344
-
397
-
43,351
-
-
29
11,441
(450)
-
-
(59,843)
(450)
629
29
1,293
53
-
-
308
6,112
42,954
556
(48,313)
1,309
-
232
-
-
397
-
6,344
43,351
-
-
29
585
(930)
(930)
-
-
629
29
(49,243)
1,037
-
-
-
-
-
(397)
629
29
1,601
1,309
(930)
629
29
1,037
The accounting policies and notes form part of these financial statements.
17 | P a g e
Clear Leisure plc
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015
Group
Share
capital
€’000
Share
premium
account
€’000
Other
reserves
Retained
losses
Total
€’000
€’000
€’000
Non-
controlling
interests
€’000
Total
equity
€’000
At 1 January 2015
6,074
42,856
11,390
(42,377)
17,943
3,485
21,428
Total comprehensive loss for the
year
Issue of shares
Share option charge
At 31 December 2015
Company
At 1 January 2015
Total comprehensive loss for the
year
Issue of shares
Share option charge
At 31 December 2015
-
38
-
-
98
-
-
-
22
(17,016)
(17,016)
(3,230)
(20,246)
-
-
136
22
1,085
-
-
255
136
22
1,340
6,112
42,954
11,412
(59,393)
6,074
42,856
534
(32,724)
16,740
-
38
-
98
-
6,112
-
42,954
-
-
22
556
(15,589)
(15,589)
-
-
(48,313)
136
22
1,309
-
-
-
-
-
16,740
(15,589)
136
22
1,309
The accounting policies and notes form part of these financial statements.
18 | P a g e
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2016
Clear Leisure plc
Note
Group
2016
€’000
Group
2015
€’000
Company
2016
€’000
Company
2015
€’000
Net cash outflow from operating activities
29
(1,352)
(835)
(1,290)
(835)
Cash flows from investing activities
(Increase)/decrease in loan to subsidiary undertakings
Sale of available for sale assets
Purchase of available for sale investments
Net cash (outflow) from investing activities
Cash flows from financing activities
Proceeds of issue of shares
Repayment of long term debt
Proceeds from borrowing
Net cash inflow from financing activities
Net (decrease) /increase in cash for the year
Cash and cash equivalents at beginning of year
Exchange differences
-
63
-
63
-
-
900
900
629
(195)
383
817
(472)
1,842
-
136
(272)
540
404
469
1,373
-
Cash and cash equivalents at end of year
21
1,370
1,842
The accounting policies and notes form part of these financial statements.
-
-
-
-
629
(195)
383
817
(473)
475
-
2
-
-
900
900
136
(272)
540
404
470
5
-
475
19 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016
1. General Information
Clear Leisure plc is a company incorporated in the United Kingdom under the Companies Act 2006. The
Company’s ordinary shares are traded on AIM of the London Stock Exchange. The address of the registered
office is given on the Company information page. The nature of the Group’s operations and its principal
activities are set out in the Directors’ report on page 10.
Standards and amendments which became effective during the year have not had a material impact on the
financial statements.
Statement of compliance
The financial statements comply with IFRS as adopted by the European Union. A number of new and revised
Standards and Interpretations have been adopted in the current period by the Group for the first time and do
not have a material impact on the group.
The following new standards and amendments to standards and interpretations have been issued but are not
yet effective and not early adopted. None of these are expected to have a significant effect on the financial
statements of the Group.
IFRS 9
IFRS 15
IFRS 16
IAS 7
IAS 12
IFRIC 22
Financial instruments
Revenue from Contracts with Customers
Leases
Statement of cash flows
Income taxes
1 January 2018
1 January 2018
1 January 2017
1 January 2017
1 January 2017
Foreign currency transactions and advance consideration
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 consolidated Financial Statements of Clear Leisure plc have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) as adopted by
the European Union and the parts of Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention except in respect of
revalued properties (as permitted by IFRS 1), and for certain available for sale investments that are stated at
their fair values and land and buildings that have been revalued to their fair value.
The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Group’s
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated Financial Statements are disclosed in Note 3.
The Consolidated Financial Statements are presented in Euros (€), the presentational and functional currency,
rounded to the nearest €’000.
20 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
2. Accounting policies (continued)
Going Concern
Any consideration of the forseeable future involves making a judgement, at a particular point in time, about
future events which are inherently uncertain. The ability of the Group to carry out its planned business
objectives is dependent on its continuing ability to raise adequate financing from equity investors and/or the
achievement of profitable operations.
Nevertheless, at the time of approving these financial statements and after making due enquiries, the
Directors have a reasonable expectation that the Group has adequate resources to continue operating for the
forseeable future. For this reason they continue to adopt the going concern basis of preparing the Group’s
financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Group and entities
controlled by the Group (its subsidiaries) made up to 31 December each year. Control is achieved where the
Group has the power to govern the financial and operating policies of an investee entity so as to obtain
benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income
statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies
used into line with those used by the group. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those
interests of non-controlling shareholders that are present ownership interests entitling their holders to a
proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-
controlling interests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice
of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially
measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the noncontrolling interests' share of subsequent changes
in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-
controlling interests having a deficit balance.
Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as
equity transactions. The carrying amount of the Group's interests and the non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the
amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or
received is recognised directly in equity and attributed to the owners of the Group.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference
between (i) the aggregate of the fair value of the consideration received and the fair value of any retained
interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary
and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation
to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained
earnings) in the same manner as would be required if the relevant assets or liabilities are disposed of. The fair
value of any investment retained in the former subsidiary at the date when control is lost is regarded as the
fair value on initial recognition for subsequent accounting under lAS 39 Financial Instruments: Recognition and
Measurement or, when applicable, the costs on initial recognition of an investment in an associate or jointly
controlled entity.
21 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
2. Accounting policies (continued)
Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration
for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the
acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
Where applicable, the consideration for the acquisition includes any asset or liability resulting from a
contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in
such fair values are adjusted against the cost of acquisition where they qualify as measurement period
adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified
as an asset or liability are accounted for in accordance with relevant IFRSs. Changes in the fair value of
contingent consideration classified as equity are not recognised.
Where a business combination is achieved in stages, the Group's previously-held interests in the acquired
entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the
resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior
to the acquisition date that have previously been recognised in other comprehensive income are reclassified to
profit or loss, where such treatment would be appropriate if that interest were disposed of.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition
under IFRS 3(2008) are recognised at their fair value at the acquisition date, except that:
deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are
recognised and measured in accordance with lAS 12 Income Taxes and lAS 19 Employee Benefits
respectively;
liabilities or equity instruments related to the replacement by the Group of an acquiree's sharebased
payment awards are measured in accordance with IFRS 2 Share-based Payment; and
assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Noncurrent Assets
Held for Sale and Discontinued Operations are measured in accordance with that Standard.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional
assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete
information about facts and circumstances that existed as of the acquisition date, and is subject to a maximum
of one year.
22 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
2. Accounting policies (Continued)
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the
acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount
of any non-controlling interest in the acquiree and the fair value of the acquirer's previously held equity
interest (if any) in the entity over the net of the acquisition-date amounts of the identifiable assets acquired
and the liabilities assumed.
If, after reassessment, the Group's interest in the fair value of the acquiree's identifiable net assets exceeds
the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the
fair value of the acquirer's previously held equity interest in the acquiree (if any), the excess is recognised
immediately in profit or loss as a bargain purchase gain.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment
testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the
synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for
impairment annually, or more frequently when there is an indication that the unit may be impaired. If the
recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment
loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit
or loss on disposal.
Acquired intangible assets
Intangible assets acquired separately or as part of a business combination are capitalised at cost and fair value
as at the date of acquisition, respectively. Intangible assets are subsequently amortised on a straight-line basis
over the expected period that benefits will accrue to the Group:
Patents and trade marks
over 10 years
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested
annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at each reporting date.
Intangible assets
Internally generated development expenditure is capitalised as an intangible asset only if all the following
criteria are met:
the asset can be identified;
it is probable that the asset will generate future economic benefits;
the fair value of the asset can be measured reliably.
Capitalised development expenditure is amortised on a straight-line basis over the period of expected future
sales of the resulting products, which has been assessed as between 5 and 10 years.
23 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
2. Accounting policies (Continued)
Property, plant and equipment
Land and buildings held for use in the production or supply of goods or services, or for administrative
purposes, are stated in the balance sheet at their revalued amounts, being the fair value at the date of
revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially
from that which would be determined using fair values at the balance sheet date.
Any revaluation increase arising on the revaluation of such land and buildings is credited to the properties
revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously
recognised as an expense, in which case the increase is credited to the income statement to the extent of the
decrease previously expensed. A decrease in carrying amount arising on the revaluation of such land and
buildings is charged as an expense to the extent that it exceeds the balance, if any, held in the properties
revaluation reserve relating to a previous revaluation of that asset.
Depreciation on revalued buildings is charged to income. On the subsequent sale or scrap page of a revalued
property, the attributable revaluation surplus remaining in the properties revaluation reserve is transferred
directly to retained earnings.
Properties in the course of construction for production, supply or administrative purposes, or for purposes
not yet determined, are carried at cost, less any recognised impairment loss. Cost includes professional fees
and, for qualifying assets, borrowing costs capitalised in accordance with the group's accounting policy.
Depreciation of these assets, on the same basis as other property assets, commences when the assets are
ready for their intended use.
Freehold land is not depreciated.
Plant and equipment and fixtures and fittings are stated at cost less accumulated depreciation and any
accumulated impairment losses. Depreciation is provided on all tangible assets to write down the cost less
estimated residual value of each asset over its expected useful economic life on a straight line basis at the
following annual rates:
Land and buildings
Leasehold improvements
Plant and machinery
Fixtures and fittings
Nil
Straight line over the remaining period of the lease
15% straight line
20% straight line
Asset residual values and useful economic lives are reviewed and adjusted if appropriate at the end of each
reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the
asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are
recognised in the income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of finished goods and work in
progress comprise all direct expenditure and an appropriate proportion of fixed and variable overheads. Net
realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling
expenses.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for impairment.
24 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
2 Accounting policies (Continued)
Foreign currency
The functional currency is Euro. Foreign currency transactions are translated into the functional currency using
the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured.
Exchange gains and losses resulting from the settlement of such transactions and from the translation at year-
end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the
Statement of Comprehensive Income. Exchange gains and losses that relate to borrowings and cash and cash
equivalents are presented in the income statement within ‘finance income or costs’. All other Exchange gains
and losses are presented in the income statement within ‘other (losses)/gains – net’.
Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale
are analysed between translation differences resulting from changes in the amortised cost of the security and
other changes in the carrying amount of the security. Translation differences related to changes in amortised
cost are recognised in profit or loss, and other changes in carrying amount are recognised in other
comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable and any deferred tax.
Current taxes are based on the results of the Group companies and are calculated according to local tax rules,
using the tax rates that have been enacted or substantially enacted by the period-end date.
Deferred tax is provided in full using the financial position liability method for all taxable temporary differences
arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes.
Deferred tax is measured using currently enacted or substantially enacted tax rates. Deferred tax is the tax
expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax assets are recognised to the extent the temporary difference will reverse in the foreseeable
future and that it is probable that future taxable profit will be available against which the asset can be utilised.
Deferred tax is recognised for all deductible temporary differences arising from investments in subsidiaries and
associates, to the extent that it is probable that the temporary difference will reverse in the foreseeable future
and taxable profit will be available against which the temporary difference can be utilised.
Revenue
Revenue is measured at the fair value of the consideration received or receivable for the services rendered net
of Value Added Tax, represents the value of. Consultancy fees are recognised as earned on unconditional
supply of services.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the
Group becomes a party to the contractual provisions of the instrument.
25 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
2 Accounting policies (Continued)
Financial assets
The Group’s financial assets are classified into the following specific categories: “available for sale
investments”, “trade and other receivables”, and “cash and cash equivalents”. The classification depends on
the nature and purpose of the financial assets and is determined at the time of initial recognition.
Available for sale investments
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is
under a contract whose terms require delivery of the investment within the timeframe established by the
market concerned, and are initially measured at cost, including transaction costs.
Investments classified as available for sale are measured at subsequent reporting dates at fair value. Fair value
is defined as the price at which an orderly transaction would take place between market participants at the
reporting date and is therefore an estimate and as such requires the use of judgement. Where possible fair
value is based upon observable market prices, such as listed equity markets or reported merger and
acquisition transactions. Alternative bases of valuation may include contracted proceeds or best estimate
thereof, implied valuation from further investment and long-term cash flows discounted at a rate which is
tested against market data. Gains and losses arising from changes in fair value are recognised directly in other
comprehensive income, until the security is disposed of or is determined to be impaired, at which time the
cumulative gain or loss previously recognised in other comprehensive income is included in the net profit or
loss for the period. Impairment losses recognised in the income statement for equity investments classified as
available-for-sale are not subsequently reversed through the income statement.
The Group determines the fair value of its Investments based on the following hierarchy:
LEVEL 1 – Where financial instruments are traded in active financial markets, fair value is determined by
reference to the appropriate quoted market price at the reporting date. Active markets are those in which
transactions occur in significant frequency and volume to provide pricing information on an ongoing basis.
LEVEL 2 – If there is no active market, fair value is established using valuation techniques, including discounted
cash flow models. The inputs to these models are taken from observable market data including recent arm’s
length market transactions, and comparisons to the current fair value of similar instruments; but where this is
not feasible, inputs such as liquidity risk, credit risk and volatility are used.
LEVEL 3 – Valuations in this level are those with inputs that are not based on observable market data.
Investments held for trading
All investments determined upon initial recognition as held at fair value through profit or loss were designated
as investments held for trading. Investment transactions are accounted for on a trade date basis. Assets are
de-recognised at the trade date of the disposal. Assets are sold at their fair value, which comprises the
proceeds of sale less any transaction cost. The fair value of the financial instruments in the balance sheet is
based on the quoted bid price at the balance sheet date, with no deduction for any estimated future selling
cost. Unquoted investments are valued by the directors using primary valuation techniques such as recent
transactions, last price and net asset value. Changes in the fair value of investments held at fair value through
profit or loss and gains and losses on disposal are recognised in the consolidated statement of comprehensive
income as “Net gains on investments”. Investments are initially measured at fair value plus incidental
acquisition costs. Subsequently, they are measured at fair value in accordance with IAS 39. This is either the
bid price or the last traded price, depending on the convention of the exchange on which the investment is
quoted.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value and are subsequently measured at
amortised cost using the effective interest rate method. A provision is established when there is objective
evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised
in the income statement.
26 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
2. Accounting policies (Continued)
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid
investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of
changes in value.
Impairment of financial assets
The Group assesses at the end of each reporting period whether there is objective evidence that a financial
asset, or a group of financial assets, is impaired. A financial asset, or a group of financial assets, is impaired,
and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or
more events that occurred after the initial recognition of the asset (a “loss event”), and that loss event (or
events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets,
that can be reliably estimated.
The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:
significant financial difficulty of the issuer or obligor;
a breach of contract, such as a default or delinquency in interest or principal repayments;
the disappearance of an active market for that financial asset because of financial difficulties;
observable data indicating that there is a measurable decrease in the estimated future cash flows from
a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot
yet be identified with the individual financial assets in the portfolio; or
for assets classified as available-for-sale, a significant or prolonged decline in the fair value of the
security below its cost.
Assets carried at amortised cost
The amount of impairment is measured as the difference between the asset’s carrying amount and the
present value of estimated future cash flows (excluding future credit losses that have not been incurred),
discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced, and
the loss is recognised in the statement of comprehensive income. As a practical expedient, the Group may
measure impairment on the basis of an instrument’s fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised (such as an improvement in the
debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the
statement of comprehensive income.
Financial liabilities
The Group’s financial liabilities comprise convertible bonds, borrowings and trade payables. Financial liabilities
are obligations to pay cash or other financial liabilities and are recognised when the Group becomes a party to
the contractual provisions of the instruments.
Convertible bonds
Convertible bonds are regarded as compound instruments, consisting of a liability component and an equity
component. At the date of issue, the fair value of the liability component is estimated using the prevailing
market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the
convertible loan notes and the fair value assigned to the liability component, representing the embedded
option to convert the liability into equity of the Group, is included in equity.
Issue costs are apportioned between the liability and equity components of the convertible loan notes based
on their relative carrying amounts at the date of issue. The portion relating to the equity component is charged
directly against equity.
The interest expense on the liability component is calculated by applying the prevailing market interest rate
for similar non-convertible debt to the liability component of the instrument. The difference between this
amount and the interest paid is added to the carrying amount of the convertible loan note.
27 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
2 Accounting policies (Continued)
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and
the redemption value is recognised in the statement of comprehensive income over the period of the
borrowings, using the effective interest method. Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the
reporting period.
Borrowings costs
Borrowing costs are recognised in profit or loss in the period in which they are incurred.
Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using
the effective interest rate method.
Segmental reporting
In identifying its operating segments, management generally follows the Group's service lines, which represent
the main products and services provided by the Group. The measurement policies the Group uses for segment
reporting under IFRS 8 are the same as those used in its financial statements. The disclosure is based on the
information that is presented to the chief operating decision maker, which is considered to be the board of
Clear Leisure plc.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received
net of direct issue costs.
Share capital account represents the nominal value of the shares issued.
The share premium account represents premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from share premium, net of any related
income tax benefits.
Retained losses include all current and prior period results as disclosed in the statement of comprehensive
income.
Other reserves consists of the merger reserve, revaluation reserve, exchange translation reserve and loan
equity reserve.
the merger reserve represents the premium on the shares issued less the nominal value of the shares,
being the difference between the fair value of the consideration and the nominal value of the shares.
the revaluation reserve represents the difference between the purchase costs of the available for sale
investments less any impairment charge and the market or fair value of those investments at the
accounting date.
the exchange translation reserve represents the movement of items on the statement of financial
position that were denominated in foreign before translation
the loan equity reserve represents the value of the equity component of the nominal value of the
loan notes issued.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be
made of the amount of the obligation
28 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the year-end date, taking into account the risks and uncertainties surrounding the obligation.
Clear Leisure plc
29 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
3. Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with IFRSs requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets and
liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on
historical experience and other factors including expectations of future events that are believed to be
reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below
Impairment of goodwill
Goodwill has a carrying value of €nil (2015: €nil). The Group tests annually whether goodwill has suffered any
impairment, in accordance with the accounting policy stated in Note 2. The recoverable amounts of cash-
generating units have been determined based on value-in-use calculations.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial instruments (where active
market quotes are not available) and non-financial assets. This involves developing estimates and assumptions
consistent with how market participants would price the instrument. Management bases its assumptions on
observable data as far as possible but this is not always available. In that case management uses the best
information available. Estimated fair values may vary from the actual prices that would be achieved in an
arm’s length transaction at the reporting date.
In order to arrive at the fair value of investments a significant amount of judgement and estimation has been
adopted by the Directors as detailed in the investments accounting policy. Where these investments are un-
listed and there is no readily available market for sale the carrying value is based upon future cash flows and
current earnings multiples for which similar entities have been sold.
Going Concern
The Group’s activities generated a loss of €397,000 (2015: €20,246,000) and had net current liabilities of
€14,985,000 as at 31 December 2016. The Group’s operational existence is still dependant 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 financial statements.
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.
Valuation of Land in Mediapolis
The range of the fair values of the land varies significantly depending on the use.
As IFRS requires that the land be valued at the best possible use, the directors’ valuation is based on the
assumption that the land will be used for the construction of the future Care Homes project. Should the land
be used for a different purpose, this value may not be recovered.
30 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
4. Segment information
IFRS 8 requires reporting segments to be identified on the basis of internal reports about components of the
Group that are regularly reviewed by the chief operating decision maker.
Information reported to the Group’s chief operating decision maker for the purposes of resource allocation
and assessment of segment performance is specifically focused on the geographical segments within the
Group.
Information regarding the Group’s reportable segments is presented below:
Continuing operations
Revenue
Cost of sales
Gross Profit
Other Income
Finance charges
Other operating expenses
Other gains and losses
UK
€’000
-
-
-
-
(212)
(956)
24
2016
Italy
€’000
63
-
63
943
(39)
Total
€’000
63
-
63
943
(251)
(206)
(1,162)
UK
€’000
2015
Italy
€’000
Total
€’000
-
-
-
-
-
-
-
-
-
-
-
(684)
(354)
(339)
(300)
(1,023)
(654)
-
24
860
(19,429)
(18,569)
Profit/(Loss) for the financial year
(963)
(1,182)
(383)
(178)
(20,068)
(20,246)
2016
2015
Segment
assets
€’000
Segment
liabilities
€’000
Net
additions
to non-
current
Assets
€’000
Net
assets/
(liabilities)
€’000
Segment
assets
€’000
Segment
liabilities
€’000
Net
Additions
to non-
current
assets
€’000
Net
assets/
(liabilities)
€’000
UK
Italy
9,625
(8,588)
17,611
(17,047)
27,236
(25,605)
-
-
-
1,037
564
1,601
8,284
(8,702)
19,243
(17,485)
27,527
(26,187)
-
-
-
(418)
1,758
1,340
31 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
5. Employee numbers
The average number of Company’s employees during the period was as follows:
Management and administration
2
2
2016
Number
2015
Number
6. Staff costs
Staff costs during the period including directors comprise:
Wages and salaries
7. Directors’ Emoluments
Aggregate emoluments
Share based payment
2016
€’000
2015
€’000
142
142
2016
€’000
142
30
172
228
228
2015
€’000
228
35
263
There are no retirement benefits accruing to the Directors. Details of directors’ remuneration are included
in the Directors’ Report.
8. Other gains and losses
Impairment of property investments
Decrease in provisions
Writeback of VAT tax credit
Revaluation of investments
Profit on disposal of Ascend Capital
Profit on disposal of H&L fund
32 | P a g e
2016
€’000
-
-
-
21
1
2
24
2015
€’000
(20,583)
650
300
614
-
450
(18,569)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Clear Leisure plc
9. Finance charges
Interest on convertible bonds
Interest on bank loans and overdrafts
10. Auditor’s remuneration
Group Auditor’s remuneration:
Fees payable to the Group’s auditor for the audit of the Company and consolidated
financial statements:
Non audit services:
Other services (tax)
Subsidiary Auditor’s remuneration
Other services pursuant to legislation
11. Company income statement
2016
€’000
94
157
251
2015
€’000
684
339
1,023
2016
€’000
2015
€’000
33
3
6
28
6
6
An income statement for Clear Leisure plc is not presented in accordance with the exemption allowed by
Section 408 of the Companies Act 2006. The parent company’s comprehensive loss for the financial year
amounted to €1,976,000 (2015: €15,589,000).
33 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Clear Leisure plc
12. Tax
Current taxation
Deferred taxation
Tax charge for the year
2016
€’000
2015
€’000
14
-
14
-
-
-
The Group has a potential deferred tax asset arising from unutilised management expenses available for
carry forward and relief against future taxable profits. The deferred tax asset has not been recognised in the
financial statements in accordance with the Group’s accounting policy for deferred tax.
The Group’s unutilised management expenses and capital losses carried forward at 31 December 2016
amount to approximately €25 million (2015: €24 million) and €36 million (2015: €35 million) respectively.
The standard rate of tax for the current year, based on the UK effective rate of corporation tax is 20.25%
(2015: 20.25%). The actual tax for the current and previous year varies from the standard rate for the
reasons set out in the following reconciliation:
Continuing operations
Loss for the year before tax
Tax on ordinary activities at standard rate
Effects of:
Expenses not deductible for tax purposes
Foreign taxes
Tax losses available for carry forward against future profits
Total tax
2016
€’000
(397)
(14)
-
14
2015
€’000
(20,246)
(4,100)
280
-
3,820
3,820
-
-
34 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
13. Earnings per share
The basic earnings per share is calculated by dividing the loss attributable to equity shareholders by the
weighted average number of ordinary shares in issue during the period. Diluted earnings per share is
computed using the weighted average number of shares during the period adjusted for the dilutive effect of
share options and convertible loans outstanding during the period.
The loss and weighted average number of shares used in the calculation are set out below:
2016
Weighted
average no.
of shares
000’s
Per share
Amount
Euro
Loss
€’000
2015
Weighted
average no.
of shares
000’s
Per share
Amount
Euro
Loss
€’000
Basic and fully
diluted earnings
per share
Continuing operations
Total operations
(450)
(450)
238,824
238,824
(€0.00)
(€0.00)
(17,016)
(17,016)
208,378
208,378
(€0.08)
(€0.08)
The share options in issue are anti-dilutive in respect of the loss per share calculation and have therefore not
been included.
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. In respect of 2015 and 2016 the diluted loss per share is the
same as the basic loss per share as the loss for each year has an anti-dilutive effect.
35 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Clear Leisure plc
14. Goodwill
Cost
At 1 January
At 31 December
Accumulated impairment losses
At 1 January
Impairment loss for the year
At 31 December
Net book value
2016
€’000
1,312
1,312
1,312
-
1,312
2015
€’000
1,312
1,312
1,303
9
1,312
-
-
Goodwill is allocated to cash generating units. The recoverable amount of each unit is determined based on
value-in-use calculations. The key assumptions for the value-in-use calculation are those regarding discount
rates and growth rates as well as expected changes to costs and selling prices. Management have estimated
the discount rate based on the weighted average cost of capital. Changes in selling prices and direct costs are
based on past experience and expectations of future change in the markets. These calculations use cash flow
projections based on financial budgets approved by management looking forward up to five years. Cash flows
are extrapolated using estimated growth rates beyond the budget period. The key assumptions for the value-
in-use calculations are:
a real growth rate of 2% which has been used to extrapolate cash flows beyond the budget period; and
a WACC rate of 15% applied to the cash flow projection.
The Group tests annually for impairment, or more frequently if there are indications that goodwill might be
impaired.
36 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Clear Leisure plc
15. Other intangible fixed assets
Cost
At 1 January 2015
At 31 December 2015
At 31 December 2016
Amortisation
At 1 January 2015
Amortisation charge for the year
Closure of operations
At 31 December 2015
Closure of operations
At 31 December 2016
Carrying value
At 31 December 2015
At 31 December 2016
16. Property, plant and equipment
Group
Cost
At 1 January 2015
Impairment of property
At 31 December 2015
Impairment of property
Development
costs
€’000
169
169
169
18
-
101
119
30
149
50
20
Total
€’000
169
169
169
18
-
101
119
30
149
50
20
Land &
buildings
€’000
38,697
(20,583)
18,114
(100)
Total
€’000
38,697
(20,583)
18,114
(100)
At 31 December 2016
18,014
18,014
Carrying value
At 31 December 2015
18,114
18,114
At 31 December 2016
18,014
18,014
Included in Land & Buildings above is the interest in a 497,884 sqm plot of land located near the town of
Albiano D’Ivrea. An independent appraisal of freehold land owned by the Group was carried out by a chartered
architect in June 2016. The carrying value of the land at the date of the appraisal was €13 million. Loans with
a carrying value of €3.1million are secured by land with a carrying amount of €13million.
37 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Clear Leisure plc
17. Investment in subsidiaries
Company
As at 1 January:
Loans to subsidiary undertakings
Net advances/(repayments) during the year
Impairment in investment
As at 31 December
2016
€’000
8,537
1,011
-
9,548
2015
€’000
23,538
(1)
(15,000)
8,537
The significant subsidiary undertakings held by the Group at 31 December 2016 were as follows:
Subsidiaries
Brainspark Associates Limited
*Mediapolis Investments SA
*Mediapolis S.p.A.
SoSushi Company S.r.l.
Clear Holiday S.r.l.
* Indirectly held.
** Brainspark Associates Limited owns 71.72% and Mediapolis Investments SA owns 13.07% of Mediapolis
Spa, bringing the total indirect holding to 84,04%.
Nature of business
Investment holding company
Investment holding company
Lesiure/Real Estate
Brand Management
Dormant company
% Owned
100.00
71.72
**74.67
100.00
100.00
Country of
incorporation
England
Luxembourg
Italy
Italy
Italy
18. Available for sale investments
Group
Fair value
At 1 January
Impairment recognised in the income statement
Transfer to trade and other receivables
Disposals
Carrying value at 31 December
Non-current assets
Current assets
2016
€’000
60
-
-
(60)
-
-
-
-
2015
€’000
6,560
-
(6,500)
-
60
60
-
60
38 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
18. Available for sale investments (continued)
Details of each of the Group’s material associates at the end of the reporting period are as follows:
Name of associate
Sipiem S.p.A**
Place of
incorporation
and principal
place of busines
Italy
Proportion of
ownership held
by the Group (%)
Principal activity
50.17
Real Estate and Holding
**Investments in associates where the proportion of ownership held by the Group was greater than 50%,
but it was determined that the Group did not have control of the company and that the Group was not
exposed to variable returns from its involvement with the company and did not have the ability to affect
those returns through power of the company.
The available for sale investments are valued in accordance with IFRS 7 and Level 3 of the fair value
hierarchy. Their fair value and the methodology adopted is determined on the basis of their net assets or,
where a sale is imminent, the best estimate of the eventual proceeds. Given the methodology adopted, it is
not envisaged that the adoption of alternative assumptions/methodologies, sensitivity analysis, would have
a material impact upon the investments.
19. Investments held for trading
Group and Company
Fair value
At 1 January
Movement in fair value of investments
Disposals
Carrying value at 31 December
2016
€’000
2015
€’000
614
20
-
634
450
614
(450)
614
The amount of €634,000 shown above is a level 3 investment and represents the fair value of 533,990
shares in Geosim Systems Ltd.
20. Trade and other receivables
Other receivables
Trade receivables
Amount falling due after one year
Amounts owed by subsidiaries
Other receivables
Current assets
Non-current assets
Group
2016
€’000
7,068
6
-
62
7,136
62
Group
2015
€’000
6,847
-
-
-
6,847
-
Company
2016
€’000
71
4
Company
2015
€’000
35
-
9,548
-
75
9,548
8,537
-
35
8,537
Other receivables include €6,500,000 due from Sipiem, the amount is unsecured, interest free and does
not have fixed terms of repayment.
The directors consider that the carrying value of trade and other receivables approximates to their fair
value.
39 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Clear Leisure plc
21. Cash and cash equivalents
Group
Cash at bank and in hand
Group
2016
€’000
1,370
1,370
Group
2015
€’000
1,842
1,842
Company
2016
€’000
Company
2015
€’000
2
2
475
475
The Directors consider the carrying amounts of cash and cash equivalents approximates to their fair value.
The Unicredit bank account in Mediapolis S.p.A is currently frozen and therefore the subsidiary has no
right to the balance of €1,368,414).
22. Trade and other payables
Trade payables
Other taxes payable
Other payables
Amounts due to subsidiary undertakings
Accruals
Trade and other payables
Group
2016
€’000
870
75
29
-
3,271
4,245
Group
2015
€’000
504
70
1,160
-
3,214
4,948
Company
2016
€’000
Company
2015
€’000
530
-
29
-
285
844
128
15
288
85
542
1,058
The directors consider that the carrying value of trade and other payables approximates to their fair value.
40 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Clear Leisure plc
23. Borrowings
Bank loans and overdrafts
7% Convertible bond 2014
Mediapolis bond
Zero rate convertible bond 2015
Shareholder loans
Other borrowings
Disclosed as:
Current borrowings
Non-current borrowings
7% Convertible Bond 2014
Group
2016
€’000
8,127
88
750
6,453
4,362
1,203
Group
2015
€’000
8,127
88
950
5,340
4,379
1,948
20,983
20,832
19,880
1,103
20,983
20,832
-
20,832
Company
2016
€’000
Company
2015
€’000
-
88
6,453
-
1,203
7,744
6,641
1,103
7,744
-
88
5,853
-
739
6,680
6,680
-
6,680
On 31 March 2010 the company launched an issue of £10 million (€12 million), before issue costs, 7%
convertible bonds due 2014. The Bonds are denominated in sterling and are convertible into new ordinary
shares of 2.5 pence each in the company at a conversion rate of 400 New Ordinary Shares per Bond up until 15
March 2014. The nominal value of each Bond is £1,000 (€1,200). The redemption date of the bonds is 31
March 2014 the coupon of 7% is payable at the end of each year. The Company, between 1 and 7 April 2012,
was able to repurchase and serve notice on any or all of the bondholders to sell their Bond in whole or in part
at 110% of the nominal value. The bondholders, at any time prior to redemption, may serve a conversion
notice to the company in respect of all or any integral multiple of £1,000 (€1,200) nominal value of bonds held
by them.
During 2011, a bond holder converted £2.64 million (€3.17 million) into equity shares for which 8,035,856
ordinary shares of 2.5p each were issued in exchange for the bond and cumulative interest due thereon.
During 2012, bonds were converted for a total amount of €8.2 million. The conversion was settled as follows:
€4.9 million (£3.9 million) including cumulative interest was converted into equity shares (11,000,000 Ordinary
2.5p shares at 36p each.) €3.3 million (£2.7 million) including cumulative interest was settled in cash for €1.9
million, with approximately 40% discount realising €1.3 million (£1.1 million) profit for the Group.
In March 2014 €1,885,400 zero rate convertible bonds 2015 were issued in settlement of £1,563,000 7% bonds
including all un paid and accrued interest up to the date of settlement. This settlement has resulted in a credit
to the income statement of €439,000 for the year ended 31 December 2014.
Zero Rate Convertible Bond 2015
On 25 March 2013 the Company issued €3,000,000 nominal value of zero rate convertible bonds at a discount
of 22%. The bonds are convertible at 15p per share and have a redemption date of 15 December 2015.
During 2014 the Company issued €1,885,400 zero bonds in settlement of £1,563,000 7% bonds (see above).
Also €600,000 zero bonds were issued in settlement of a debt of €518,000 and €450,000 bonds were issued for
cash realising €412,000 before expenses.
On 15 December 2015 the bondholders meeting approved the amendments on the Zero Rate Convertible Bond
2015, originally due on 15 December 2015; Under new terms the final maturity date of the Bond is 15
December 2017 and the interest has been reduced from 9.5% to 7%.
On 15 December 2016 the bondholders meeting approved the amendments on the Zero Rate Convertible Bond
2015, originally due on 15 December 2017; Under new terms the final maturity date of the Bond is 15
41 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
December 2018 and the interest has been reduced from 7% to 1%.
Clear Leisure plc
23. Borrowings (continued)
Liability component at 1 January
Adjustment from renegotiation of convertible bonds
Interest charge for the year
Liability component at 31 December
Disclosed as:
Non-Current Liabilities
Current Liabilities
2016
€’000
5,853
522
78
6,453
-
6,453
2015
€’000
5,428
425
5,853
-
5,853
Interest on the bonds is payable annually on 31 March each year. No interest payment was made on 31
March 2014 or on 31 March 2015. The liability component of the bonds at 31 December 2016 includes all
interest accrued to that date. The unpaid interest together with accrued interest to 31 December 2016 is
included within current liabilities.
Shareholder Loans
Included in the shareholder loans is an amount owing to Olivetti Multiservices S.p.A. (“OMS”) from
Mediapolis S.p.A. for €4,362,032 including cumulative interest. This loan carries interest at Euribor +1% and is
secured with a second charge over the Land within Mediapolis S.p.A.
Under IAS 32 the bonds contain two components, liability and equity elements. The equity element is
presented in equity under the heading of “equity component of convertible instrument”. The effective
interest rate of the liability element on initial recognition is 12.5% per annum.
24. Provisions
Group
Provisions for costs within Mediapolis Spa
2016
€'000
407
407
2015
€'000
407
407
Provision for costs within Mediapolis Spa are for litigation costs and loan repayments.
42 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
25. Financial instruments
The Group’s financial instruments comprise cash, available for sale investments, trade receivables, trade
payables that arise from its operations and borrowings. The main purpose of these financial instruments is to
provide finance for the Group’s future investments and day to day operational needs. The Group does not
enter into any derivative transactions such as interest rate swaps or forward foreign exchange contracts, as the
Group’s exposure to movements in foreign exchange rates is not considered significant (see Foreign currency
risk management) . The main risks faced by the Group are limited to interest rate risk on surplus cash deposits
and liquidity risk associated with raising sufficient funding to meet the operational needs of the business. The
Board reviews and agrees policies for managing these risks and they are summarised below.
FINANCIAL ASSETS BY CATEGORY
The IAS 39 categories of financial assets included in the balance sheet and the headings in which they are
included are as follows:
Financial assets:
Available for sale investments
Investments held for trading
Loans and receivables
Cash and cash equivalents
2016
€'000
60
634
7,136
1,370
9,140
2015
€'000
60
614
6,847
1,842
9,363
FINANCIAL LIABILITIES BY CATEGORY
The IAS 39 categories of financial liability included in the balance sheet and the headings in which they are
included are as follows:
Financial liabilities at amortised cost:
Trade and other payables
Borrowings
Financial instruments measured at fair value:
As at 31 December 2016
Available for sale investments
Investments held for trading
As at 31 December 2015
Available for sale investments
Investments held for trading
2016
€'000
974
19,880
20,854
2015
€'000
2,535
20,832
23,367
Level 1
€’000
Level 2
€’000
Level 3
€’000
-
-
-
-
-
-
-
-
-
-
-
-
-
634
634
60
614
674
The Company has adopted fair value measurements using the IFRS 7 fair value hierarchy.
43 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
25. Financial instruments (continued)
Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is
significant to the fair value measurement of the relevant asset as follows:
Level 1 - valued using quoted prices in active markets for identical assets;
Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices
included in Level 1;
Level 3 - valued by reference to valuation techniques using inputs that are not based on observable markets
criteria.
The Level 3 investment refers to an investment in GeoSim Systems Ltd.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns
while maximising the return to stakeholders through optimisation of the debt and equity balance. The capital
structure of the Group consists of debt attributable to convertible bondholders, borrowings, cash and cash
equivalents, and equity attributable to equity holders of the Group, comprising issued capital, reserves and
retained earnings, all as disclosed in the Statement of Financial Position.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the
basis of measurement and the basis on which income and expenses are recognised, in respect of each class of
financial asset, financial liability and equity instrument disclosed in Note 2 to the financial statements.
Financial risk management objectives
The company is exposed to a variety of financial risks which result from both its operating and investing
activities. The Group’s risk management is coordinated by the board of directors, and focuses on actively
securing the Company’s short and medium term cash flows by raising liquid capital to meet current liability
obligations.
Market price risk
The Company’s exposure to market price risk mainly arises from movements in the fair value of its land and
buildings as well as investments. The values of the Land & Buildings are the key drivers in the Net asset value
of the Group, and so the political stability and macro economic factors of Italy all have a large effect on the
market price risk. Therefore other than ensuring acquisitions are carefully profiled and selected and the
Directors ensuring are in close contact with local government and property industry analysts the exposure is
open to both positive and negative swings. The Group manages its property price risk actively reviewing
market trends in the determined geographic locations. The Group manages the investment price risk within its
long-term investment strategy to manage a diversified exposure to the market. The Group’s price risk is
sensitive to fluctuations to property market. If the investments were to experience a rise or fall of 15% in their
fair value, this would result in the Group’s net asset value and statement of comprehensive income increasing
or decreasing by €68,000 (2015: €66,000).
44 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
25. Financial instruments (continued)
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which monitors the
Group’s short, medium and long-term funding and liquidity management requirements on an appropriate
basis. The Group has very little cash balance at the balance sheet date (refer to Note 2 – Basis of preparation
of financial statements and going concern). The Group continues to secure future funding and cash resources
from disposals as and when required in order to meet its cash requirements. This is an on-going process and
the directors are confident with their cash flow models.
The following are the undiscounted contractual maturities of financial liabilities:
As at 31 December 2016
Trade and other payables
Borrowings
As at 31 December 2015
Trade and other payables
Borrowings
Carrying
Amount
€’000
Less than 1
year
€’000
Between
1 and 5 years
€’000
974
19,880
20,854
2,535
20,832
23,367
974
-
974
-
19,880
19,880
2,535
20,832
23,367
-
-
-
Total
€’000
974
19,880
20,854
2,535
20,832
23,367
Management believes that based on the information provided in Notes 2 and 3 – in the ‘Basis of preparation’
and ‘Going concern’, that future cash flows from operations will be adequate to support these financial
liabilities.
Interest rate risk
The Group and Company manage the interest rate risk associated with the Group cash assets by ensuring that
interest rates are as favourable as possible, whilst managing the access the Group requires to the funds for
working capital purposes.
The Group’s cash and cash equivalents are subject to interest rate exposure due to changes in interest rates.
Short-term receivables and payables are not exposed to interest rate risk. The borrowings are at both fixed and
floating interest rates. Floating interest rates are based on respective EURIBOR and other bank prime interest
rates.
Group
2016
€’000
9,140
20,854
2015
€’000
9,303
22,566
Company
2016
€’000
77
7,200
2015
€’000
510
7,196
Fixed rate instruments
Financial assets
Financial liabilities
45 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Change in interest rates will affect the Group’s income statement as follows:
Group
Euribor +0.5% / -0.5%
Gain / (loss)
2016
€’000
2015
€’000
(62) / 62
(69) / 69
The analysis was applied to financial liabilities based on the assumption that the amount of liability outstanding
as at the reporting date was outstanding for the whole year.
Foreign currency risk management
The Group undertakes certain transactions denominated in currencies other than Euro, hence exposures to
exchange rate fluctuations arise. Amounts due to fulfil contractual obligations of £69,000 (€88,000) are
denominated in sterling. An adverse movement in the exchange rate will impact the ultimate amount payable,
a 10% increase or decrease in the rate would result in a profit or loss of €9,000. The Group’s functional and
presentational currency is the Euro as it is the currency of its main trading environment, and most of the
Group’s assets and liabilities are denominated in Euro. The parent company is located in the sterling area.
Credit risk management
The Group’s financial instruments, which are subject to credit risk, are considered to be trade and other
receivables. There is a risk that the amount to be received becomes impaired. The Group’s maximum exposure
to credit risk is €7,136,000 (2015: €6,847,000) comprising receivables during the period. About 90% of total
receivables are due from a single company. The ageing profile of trade receivables was:
Group
Current
Overdue more than one year
Company
Current
Overdue more than one year
2016
2015
Total book value
€’000
7,074
62
7,136
Allowance
for
impairment
€’000
-
-
-
Total book
value
€’000
312
7,135
6,847
2016
2015
Total book value
€’000
75
75
Allowance
for
impairment
€’000
-
-
-
Total book
value
€’000
-
35
35
Allowance
for
impairment
€’000
-
600
600
Allowance
for
impairment
€’000
-
-
-
46 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
Clear Leisure plc
26. Share capital and share premium
Number of
ordinary
shares
Number of
deferred
shares
ISSUED AND FULLY PAID:
At 1 January 2015
199,409,377
Share reorganisation
Ordinary shares of 0.25p
each
Deferred shares of 2.25p
each
199,409,377
Ordinary
share
capital
€’000
6,074
607
Deferred
Share
capital
€’000
-
-
-
-
Share
premium
€’000
Total
€’000
42,586
48,390
-
-
607
5,467
-
199,409,377
-
5,467
Issue of shares
11,000,000
-
At 31 December 2015
210,409,377
199,409,377
Issue of shares
Issue of shares
Conversion of loan stock
to shares
Issue of shares
1,428,571
30,000,000
21,982,947
22,222,222
-
-
-
-
38
645
15
88
64
65
-
98
136
5,467
42,954
49,066
-
-
-
-
10
88
129
170
25
176
193
235
At 31 December 2016
286,043,117
199,409,377
877
5,467
43,351
49,695
On 26 July 2016, the Company allotted 1,428,571 ordinary shares of 0.25 pence to Francesco Gardin in accordance
with his contract at a price of 0.875 pence per share.
On 4 August 2016, the Company raised a total of £150,000 through a placing of 30,000,000 ordinary shares of 0.25
pence at a price of 0.5 pence per share. Convertible loans of £164,872.10 was also converted to 21,982,947 ordinary
shares of 0.25 pence at a price of 0.75 pence per share.
On 14 September 2016, the Company raised a total of £200,000 gross of expenses through a placing of 22,222,222
ordinary shares of 0.25 pence at a price of 0.9 pence per share.
47 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
27. Share based payments
Equity settled share option scheme
The Company operates share-based payment arrangements to remunerate directors and key employees in the
form of a share option scheme. Equity-settled share-based payments are measured at fair value (excluding the
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:
Grant date share price
Exercise share price
No. of share options
Risk free rate
Expected volatility
Option life
Calculated fair value per share
2015
0.74 pence
1.25 pence
13,000,000
1.5%
50%
5 years
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
10,000,000
3,000,000
Granted
in the year
Exercised
in the year
Cancelled
in the year
Number of
options at
31 Dec 2016
10,000,000
3,000,000
Exercise
Price,
pence
1.25
1.25
Vesting
Date
Expiry
date
31.07.2020
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).
48 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
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
At 1 January 2015
Issue of convertible
notes
loan
Merger
reserve
Revaluation
reserve
€’000
8,325
-
€’000
2,531
-
At 31 December 2015
8,325
2,531
Share option charge
-
-
At 31 December 2016
8,325
2,531
29. Cash used in operations
Exchange
translation
reserve
€’000
Loan note
equity
reserve
€’000
Share
option
reserve
€’000
Total other
Reserves
€’000
11,390
22
11,412
29
-
22
22
29
29
11,441
-
-
-
-
-
534
-
534
-
534
Loss before tax
(383)
(20,246)
(936)
(15,589)
Group
2016
€’000
Group
2015
€’000
Company
2016
€’000
Company
2015
€’000
Renegotiation of zero coupon bond
Amounts written off investments
Share based payment charge
Movement in fair value of investments held for trading
Foreign exchange effect
Impairment of property plant and equipment
Impairment of intangibles
Gain on disposal of investment
Writeback of receivables
Finance charges
Decrease in provisions
Increase in other reserves
Decrease/(increase) in receivables
(Decrease)/increase in payables
Interest paid
Profit tax paid
-
-
22
(614)
20,583
-
(450)
(300)
1,023
(650)
-
(398)
195
(522)
(20)
29
-
-22
100
30
(3)
773
-
(351)
(703)
(266)
(14)
-
29
-
-22
-
-
-
(107)
-
-
(40)
(214)
-
15,000
22
-
-
-
(450)
-
684
-
-
(35)
(467)
Cash (used in)/generated by operations
(1,352)
(835)
(1,290)
(835)
49 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
30. Non-controlling interests
The following is a summary of the Group’s non-controlling interests.
At 1 January 2015
Total comprehensive loss attributable to non-controlling interests
Mediapolis Spa
€’000
3,485
(3,230)
Total
€’000
3,485
(3,230)
At 31 December 2015
Total comprehensive income attributable to non-controlling interests
255
53
255
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
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total assets less total liabilities
Equity attributable to owners of the parent
Non-controlling interests
Total equity
Total comprehensive loss attributable to the owners of the parent
Total comprehensive income attributable to the non-controlling
interests
Total comprehensive loss for the year
2016
€’000
1,983
18,096
20,079
6,415
9,284
4,380
3,610
308
4,072
(450)
53
(397)
2015
€’000
2,709
15,163
17,872
7,444
9,484
944
929
15
944
(18,732)
(3,470)
(22,202)
50 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
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
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2016 (continued)
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.
Clear Leisure plc
34. Events after the reporting date (continued)
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.
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