Company Registration No. 03926192
Clear Leisure plc
Annual Report and
Financial Statements for
the year ended
31 December 2018
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
12
22
25
26
27
29
30
COMPANY INFORMATION
Clear Leisure plc
Directors
Company Secretary
Company number
Registered office
Auditor
Italian Solicitors
UK Solicitors
Nominated Adviser & Broker
Financial Manager
Registrar
Reginald Eccles
Francesco Gardin
James Gordon
03926192 (England and Wales)
22 Great James Street
London
WC1N 3ES
MHA Macintyre Hudson
Statutory Auditor
Chartered Accountants
New Bridge Street House, 30-35 New Bridge Street
London
EC4V 6BJ
Ferrari Pedeferri Boni
Studio Legale Associato
Via Fatebenefratelli, 22
20121
Milan
Italy
Gordons Partnership LLP
22 Great James Street
London
WC1N 3ES
SP Angel Corporate Finance LLP
Prince Frederick House
35 Maddox Street
London
W1S 2PP
Haines Watts Group Limited
69-73 Theobalds Road
London
WC1X 8TA
Share Registrars Ltd
The Courtyard
17 West Street
Farnham
GU9 7DR
Clear Leisure plc
CHAIRMAN’S STATEMENT
I am pleased to present the Company’s Final Results for the year ended 31 December 2018.
Overview
Since its appointment, in July 2015, the Board has worked diligently to unravel an inherited, complex and often
disputed ownership of a number of assets whilst simultaneously looking to reduce and reschedule the Group’s
debt burden.
During 2018, the Company achieved sufficient progress in this task to allow it to begin seeking new investment
opportunities, primarily within the technology sector, in which the Chairman has considerable experience.
During the year, the debt of the Company reduced by €2,256,722; improving the Company’s balance sheet,
reducing the Group’s interest burden and freeing the Board and its relevant advisers from the substantial time
consumed in dealing with debt holders.
Between March and May 2018, the Company issued 30,584,679 new ordinary shares of 0.25 pence each (“New
Ordinary Shares”) in order to convert £341,722 in outstanding loans and in October, it issued a further 1,625,000
New Ordinary Shares to convert the remaining amount (£65,000) of its 2010 7% bond.
In December, Clear Leisure converted €2.1 million at face value plus accrued interest, of its €9.9 million Zero
Rate Convertible Bond into 50,992,826 New Ordinary Shares, representing an 80% discount on the Bond’s face
value.
Whilst managing to reduce debt, Clear Leisure also secured access to additional funds. Eufingest SA (“Eufingest”),
a substantial shareholder in the Company, continued supporting the Company through the provision of loan
facilities amounting to €250,000 in 2018. Additionally, £1.25 million (before expenses) was raised via three equity
placings between January and May 2018.
In addition to the debt reduction initiatives, the Company continued its strategy of monetising its assets, most
notably being the successful recovery of £1.15 million (before expenses) in January 2019 of the Company’s
interest in an IT and media company, relating to an investment the Company disposed of in 2007.
This successful outcome underlines why the Company will not hesitate to initiate legal action to protect
shareholders interests. Two examples of this are:
-
-
Firstly, the Company firmly opposed the decision of the Ivrea Court to deny the assignment of land
belonging to Mediapolis srl (“Mediapolis”) to a Clear Leisure subsidiary (Clear Leisure 2017 Limited –
“Clear Leisure 2017”), the Court preferring to sell the land through an auction process for €1.96 million
(which is covered by a prior charge granted to a Clear Leisure subsidiary)
Secondly, the Company counter-claimed for damages in the UK High Court against former shareholders
and management of its subsidiary, Sosushi Company Srl, (“Sosushi”).
Moreover, the Company has been fully supportive of its Italian subsidiary, Sipiem Spa (“Sipiem”), which, in March
2019, filed a €10.8m claim against the previous management and audit committee, whilst, with regard to
Mediapolis, the Company retains the unchallengeable legal rights to receive the proceeds of the sale (net of
auction fees).
In addition to the above, in December 2018, Sosushi, has filed a claim to the Bologna Court against the previous
management for an amount of €1.03 million, whilst reopening the criminal case in the Bologna Court against the
former director and largest shareholder of the subsidiary.
The Company, with the support of its lawyers, remains very confident on the successful outcome of these legal
actions.
1 | P a g e
Clear Leisure plc
During the first half of the year, Clear Leisure completed its €200,000 investment (of which €100,000 of the
consideration due was paid in cash and €100,000 in New Ordinary Shares) in a cryptocurrencies mining
datacentre, located in Serbia, through a joint venture partnership with a specialist IT company 64Bit Ltd.
In December 2018, Clear Leisure invested £278,750 for a 10% interest in PBV Monitor Srl, (“PBV Monitor”), an
Italian company specialising in the acquisition and dissemination of data for the legal services industry, utilising
proprietary market intelligence tools and dedicated search software.
It is the Board’s intention to remain alert to further opportunities to improve the Company’s and Group’s
financial position, should they arise.
Financial Review
The Group reported a total comprehensive loss of €4,331,000 for the year ended 31 December 2018 (2017: total
comprehensive loss €1,884,000) and a loss before tax of €3,939,000 (2017: loss before tax €63,000). Operating
losses for the period were €3,866,000 (2017: €324,000).
The increase of the loss is primarily due to the decrease of value assigned to Mediapolis as result of the non-
assignment of the land to the Company and its subsequent sale via an auction process (see Operational Review).
Clear Leisure 2017, the wholly owned subsidiary of the Company, retains the unchallengeable rights on the
proceeds of the auction. Additionally, the Company has prudently reduced the amount it believes it could
potentially recover from Sosushi and Sipiem. These prudent provisions, together with an increase in legal
expenses, are reflected in the increase in administrative expenses.
The undiluted Net Asset Value (“NAV”) of the Group as of 31 December 2018 increased to €1.9 million, compared
to €1.2 million at 31 December 2017.
The increase is mainly due to three events: the conversion at a discount of the Zero Rate Convertible Bond for
the amount of €2.1 million; the £1.25 million capital increase during the year; and the £1.15 million legal
settlement (before costs) with the IT and media company. The increase of the NAV has been partially offset by
the decrease of value assigned to by Mediapolis, Sipiem and Sosuhi.
The Group had Net Current Assets of €7,538,000 as at 31 December 2018 (2017: net current assets of
€2,141,000) as result of the reschedule of the Zero Rate Convertible Bond’s maturity from 2018 to 2022 and its
partial conversion, together with the conversion of short term outstanding loans and the increase of the current
investments.
Operational Review
As already mentioned, the Company began 2018 by making its first investment under the new Board’s control;
in a cryptocurrency datamining joint venture. Its partner in this operation is 64 Bit Ltd, a Maltese based specialist
in data mining. Clear Leisure’s 50% stake in the joint venture was satisfied by the issue of 7,878,130 Clear Leisure
New Ordinary Shares and a payment of €100,000 cash. The data centre commenced operations in July 2018 and
by 20 September 2018 had mined 0.454 Bitcoins and 17 Litecoins.
Responding to the significant downturn in the price of Bitcoin towards the end of 2018, the Board elected, on
March 2019, to place the data centre on “care and maintenance” until such time that the value of
cryptocurrencies rose to a level sufficient to make the operation profitable. In this regard, the dramatic recovery
in the Bitcoin price from just over $3,000 in December to above $12,000 at the time of writing, offers
encouragement for a resumption of cryptocurrency “mining.”
The Company’s long-term investment in Mediapolis Srl (“Mediapolis”) was concluded in 2018, with the Court
appointed administrators ruling against Clear Leisure’s appeal to assign the land owned by Mediapolis to a
subsidiary of the Company, over which it held the first charge mortgage of €2.68 million. Subsequently, on 25
July, the land was auctioned off to a third party for €1.96 million. The Company’s wholly owned subsidiary, Clear
Leisure 2017, retains the unchallengeable rights on the proceeds of the auctions.
2 | P a g e
Clear Leisure plc
The board was successful in its prosecution against a UK IT and media company, where it recovered funds of
£1.15 million (before legal expenses), relating to a full and final settlement from an investment the Company
disposed of in 2007.
On 28 December, the Company announced the acquisition of a 10 per cent interest in PBV Monitor, an Italian
company specialising in the acquisition and dissemination of data for the legal services industry, utilising
proprietary market intelligence tools and dedicated search software. PBV addresses the strategic needs of a
global market for legal services estimated at $849 billion in 2017 and projected to exceed $1 trillion in 2021.
Current competitors, (such as “Legal 500,” and “Chambers,”) cover only a fraction of facilities available and under
development by PBV.
Portfolio Companies
An update on the Group’s portfolio companies as at 31 December 2018 is as follows (percentage of equity held
is shown in parenthesis):
SIPIEM SpA (50.17%): is a minority shareholder in T.L.T. Sas which owns a number of real estate assets including
the operating Ondaland Waterpark located in north-west Italy.
The waterpark is a popular summer destination for Italians living in north-west Italy and there are plans to
create an all year family-oriented theme park facility, using the existing 7500 sqm empty building, erected in
2012.
GeoSim Systems Ltd, (“GeoSim”) (www.geosim.co.il) (4.46%): is an Israeli company that develops 3D modelling
software. Clear Leisure was advised that the most recent round of fundraising by GeoSim took place at a pre-
money valuation in excess of US$11 million, corresponding to a valuation for Clear Leisure’s stake of US$667,487
(or approximately €583,319). This value has been incorporated in the balance sheet.
GeosSim, after having concluded the mapping of Vancouver and its 'Proof of Concept” phase, has been awarded,
on a “sole source” basis, two important contracts in recognition of the uniqueness of its 3D modelling
technology. The first contract, for Hong Kong International Airport (“HKIA”), the world’s busiest cargo airport
gateway (primarily to China and rest of Asia) and one of the world’s busiest passenger airports, entails the
production of a high definition reality model of HKIA’s Terminal 1.
The second contract, awarded by the Los Angeles Metropolitan Transportation Authority, is to produce a high-
definition “Reality Model” of a segment of downtown LA (including 7th Street Metro Center Station), that will
serve as a simulator for training First Responders in a variety of emergency situations.
Mediapolis Srl (84.04%): in October 2017 and despite strenuous legal challenges by Clear Leisure, the Ivrea Court
declared the company bankrupt. At that time, Mediapolis owned a strategically located development site,
covering 497,884 sqm, in north-west Italy on the A4/A5 motorway between Milan and Turin and 10 holiday villas
near Porto Cervo, the most exclusive holiday location in Sardinia. Following the Ivrea Court ruling in favour of
the winding-up petition, the Company requested the assignment of the land, on which Clear Leisure, through its
wholly owned subsidiary Clear Leisure 2017, holds a first charge. During 2018 the Ivrea Court denied the
assignment of the land to Clear Leisure and sold the land via auction for a consideration of €1.96 million. Clear
Leisure 2017, the wholly owned subsidiary of the Company, retains the unchallengeable rights on the proceeds
of the auctions.
PBV Monitor Srl (pbvmonitor.com) (10%): in December 2018 Clear Leisure acquired a 10 per cent interest in PBV
Monitor, an Italian company specialising in the acquisition and dissemination of data for the legal services
industry, utilising proprietary market intelligence tools and dedicated search software, for a consideration of
£278,750 paid in New Ordinary Shares.
Over the past four years, PBV Monitor has assembled and analysed the activity of over 8,600 law firms worldwide
and over 100,000 business lawyers in 100 jurisdictions, producing approximately 43,000 articles that have
regularly been published on the Global Legal Chronicle (globallegalchronicle.com), a trusted news source for
lawyers and businesses, available in English, Italian and French. Currently, PBV Monitor processes approximately
12 thousand corporate transactions per year,
3 | P a g e
Clear Leisure plc
In addition, PBV Monitor has secured important media partnerships with leading publishers to market online
and printed directories to Italian and South American law firms consulting on real estate, banking & finance and
private equity deals. Furthermore, agreements have been signed with other important Italian and international
partners, for the organization of legal award events based on PBV rankings.
Post-Balance Sheet Events
The focus of 2019 will be to take the Company forward by assessing new investment opportunities, while
concluding, where possible, existing legal actions against its historical investee companies.
In June, Eufingest SA provided the Company with a new loan facility that the Company used to fully settle the
outstanding debt towards an UK private company, whilst also extending the maturity of its €500,000 loan
facilities to 31 December 2019.
On 2 April, the website of PBV Monitor (www.pbvmonitor.com) became commercially operational.
With regards to the ongoing legal cases the Board is pursuing, as announced by the Company on 21 March 2019,
the liquidator of the Company’s subsidiary Sipiem filed a claim in the Italian Courts for €10.8 million, against
previous board members of Sipiem, for fraud and mismanagement, following complex legal and accounting
investigations.
On the same day, the Company’s subsidiary, Sosushi reactivated a criminal legal case against the former
management of the company, which had been erroneously dismissed by the Bologna Court.
Outlook
The Board remains committed to improving the financial health of Clear Leisure through court-led recoveries of
misappropriated assets, further reduction of the debt position and investment in high growth businesses with a
technological bias.
In addition, the Board remains focused on the negotiations for the recovery of value from Mediapolis, Sipiem
and Sosushi.
After a disappointing year for cryptocurrencies, the recent strong rally in the Bitcoin price and announcements
by an increasing number of major companies that they are exploring how best to utilise blockchain technology
heralds the potential for better times for the Company’s investment in this sector.
PBV Monitor and Geosim are generating considerable interest in their products and services and the Board is
confident that they will eventually make a meaningful contribution to Clear Leisure’s balance sheet.
Much has been achieved since the appointment of the new Board in July 2015, but other challenges still need to
be overcome before the Board achieves its goal of realising meaningful value for the Company shareholders.
We are confident that by continuing with our processes and strategies, this goal will be achieved.
Francesco Gardin
Chairman
27 June 2019
4 | P a g e
Clear Leisure plc
DIRECTORS’ PROFILES
Francesco Gardin
Chief Executive Officer & Chairman
Francesco Gardin, 64, 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 and had 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 to 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, 73, 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 was sold in 1988. Subsequently, he held senior positions at a number of
investment banks including establishing a global network of mining analysts and sale staff to support the ABN
AMRO and Rothschild Bank joint venture.
5 | P a g e
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 2018.
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 developments during the year
During 2018 the Company entered into a number of debt facilities and equity fundraisings in order mainly to
finance the ongoing legal actions, the costs of the team of experts that are being used to investigate each of the
assets acquired by the Company under the previous management team and the Company’s current costs.
The debt facilities were as follows:
•
•
In January, €250,000 from Eufingest, bearing 2.5% annual interest, repayable anytime before 31 March
2018. During the year, the maturity was deferred to 30 September 2018 then to 31 December 2018.
In 2019, the maturity was initially postponed to 30 March 2019, then to 30 June 2019 and ultimately to
31 December 2019.
In October, €200,000 from Eufingest, bearing 2.5% annual interest, repayable anytime before 31
December 2018. During the year, the maturity was deferred to 30 September 2018 then to 31 December
2018.
In June 2019, the maturity was deferred to 31 December 2019.
During 2018, the Company carried out the following placings of new ordinary shares on the market:
•
•
•
In January, a placing of £350,000 (gross of expenses) through the issue and allotment of 58,333,334
New Ordinary Shares at a price of 0.6p per share.
In March, a placing of £300,000 (before expenses) through the issue and allotment of 42,857,143 New
Ordinary Shares at a price of 0.7p per share.
In May, a placing of £600,000 (before expenses) through the issue and allotment of 63,157,890 New
Ordinary Shares at a price of 0.95p per share.
The Company has been heavily involved in the attempt to extract as much value as possible from its long-
standing subsidiaries.
With regard to Mediapolis:
•
In February, the Company notified that the joint appeal against the Mediapolis Srl winding up petition
had been rejected by the Turin Appeal Court. Simultaneously, Clear Leisure also received a ‘creditor
ranking’ from the appointed receiver of Mediapolis containing an initial confirmation of the first charge
right on the land plot held by the Company’s wholly owned subsidiary, Clear Leisure 2017. A further
confirmation arrived later the same month as Clear Leisure 2017’s first charge had been approved by
the Ivrea Court in the amount of €2,678,357. Moreover, on such occasion the Court also formally
recognised unsecured debts amounting to €8,211,897 which comprised €2,715,475 of accrued interest
due to CL2017 and €5,496,421 acquired by the Company from Olivetti Multiservices SpA in September
2017.
•
In June, Clear Leisure received final confirmation regarding the figures above.
• At the beginning of July, the Company formally commenced the process for the direct assignment of
the land to Clear Leisure 2017, by presenting the request to the Ivrea Court. However, later the same
month, at the auction held at the Ivrea Court, the auctioneer assigned the 497,884 sqm land owned by
6 | P a g e
Clear Leisure plc
•
•
Mediapolis to a bidder for an amount of €1,958,374, rejecting the Company’s request for the
assignment of the Land.
In August, the Company filed an appeal against the result of the auction and the decision of the
auctioneer to reject the Company’s request to have the land assigned.
In October, the Judge of the Ivrea Court ruled against the Company’s appeal against the result of
Mediapolis’ land auction and the decision of the auctioneer to reject the Company’s request of
assignment. Later the same month, a second appeal, against the decision of the Ivrea Court to reject
the request for the assignment of the Mediapolis land to Clear Leisure 2017 Ltd, had been filed by the
Company.
•
In December, the Ivrea Court ruled once again against the Company’s second appeal.
With regard to Sosushi:
•
•
In January, the Company announced its intention to file a €1.7m claim in Italy against Sosushi’s previous
directors and shareholders for alleged irregularity in the published accounts.
Subsequently, in April, the Company was served with a claim in the English Courts for approximately
€1.7m by the former shareholders of Sosushi, including the previous Chief Executive. The claim relates
to an agreement entered into in December 2013 whereby the Company acquired shares in Sosushi.
• On 20 June, the Company filed the Defence and Counter Claim.
With regard to Sipiem:
•
the Company continued the negotiation with the management of T.L.T. Sas, the owner of the Ondaland
water park, to achieve a mutually beneficial solution which recognises the substantial investment made
by Clear Leisure in T.L.T. and Sipiem.
A notable achievement of the Company during the year has been the improvement of the debt position, both
monetary-wise and maturity-wise.
With regard to the €9.9m Zero Rated Convertible Bond
•
In May the Company called a bondholder meeting for 5 June seeking Bondholders’ approval to:
•
•
•
-
-
amend the final maturity of the Bonds from 15 December 2018 to 15 December 2022;
and permit the Company to convert Bonds into Clear Leisure New Ordinary Shares.
In June, at the second bondholders meeting, held on 19 June (following an adjournment of the
meeting held on 05 June due to insufficient bondholders being present to form a quorum),
bondholders approved all the resolutions.
In August, the Company called a further bondholder meeting for 29 August seeking Bondholders’
approval to amend the conversion price of the Bonds as follows:
the “Conversion Price” means an amount equal to not less than 125 per cent and not more than 500 per
cent of the Company’s reasonable assessment of the average closing mid-market price for the Shares
on AIM in the ten working days immediately prior to the date upon which the Conversion Notice is
dispatched converted from sterling into euros at the Company's reasonable assessment of the mid-
market exchange rate on that date.
In September, at the second bondholders meeting (following an adjournment of the meeting held on
29 August due to insufficient bondholders being present to form a quorum), bondholders approved the
proposed resolution. Later the same month the Company issued a Conversion Notice to the holders of
its Bonds. Under the terms of the Conversion Notice, the Company used its right to convert Bonds held
7 | P a g e
Clear Leisure plc
by Bondholders who did not object to the proposed conversion into New Ordinary Shares of Clear
Leisure. The proposed Conversion Price was 4.234 euro cents, which represented five times the average
closing mid-market price for the Shares on AIM in the ten working days immediately prior to the date
of the Conversion Notice. Bondholders could object to the Conversion Notice within 60 days from the
date.
issue
• At the beginning of December, the Company confirmed that it had received valid Objection Notices
amounting to €4.8m (at face value) of the €6.9m of the Bonds in issue. Later the same month the
Company issued 50,992,826 new ordinary shares in respect of the conversion of €2.1 million plus
accrued interest of its €9.9m convertible bonds, at a conversion price of 4.234 euro cents per share.
With regard to the 2010 7% Bond:
•
In October, the Company allotted and issued 1,625,000 New Ordinary Shares at a price of 4 pence per
share on conversion by two bondholders of the 2010 7% Bonds, with a face value of £65,000. The issue
of shares is pursuant to an agreement reached between the Company and Bondholders in 2014.
With regard to other debts of the Company:
•
•
In March, the Company announced that it agreed with a €500,000 lender to settle €250,000 of the loan
by issuing 22,321,429 New Ordinary Shares, at a price of 1 pence per share.
In May, the Company reached settlement agreement with Mr Peter McBride in respect of an amount
due by the Company to Mr McBride. The settlement is in regard to an amount of £91,722 relating to
interest accrued on a loan of £250,000 made by Square One Limited to Clear Leisure in March 2015. The
settlement of the £91,722 was satisfied through the issue and allotment of 8,263,250 New Ordinary
Shares at a price of 1.11p per share
Another matter in which the Company has been involved is the legal claim against a previous IT & media
portfolio’s company and its founder:
•
•
•
In May, the Company (in the name of the wholly owned subsidiary Brainspark Associates Limited
“Brainspark”) issued a claim in the High Court against an IT & media company incorporated in England
and Wales and its founder (together “the Defendants”) arising from a breach of a share purchase
agreement entered into in 2012.
In November, the High Court held a case management conference regarding Brainspark’s claim against
a former IT & media portfolio’s company and its founder, in which the founder’s application for a
preliminary issue hearing was dismissed and he was ordered to pay Brainspark’s costs of the application.
In December, the Company reached a full and final settlement with the defendants for the sum of £1.15
million payable in cash to Clear Leisure, €500,000 of which was received later the same month.
During 2018, Clear Leisure finalised the investment in a cryptocurrencies mining datacentre (formalized during
the 2017), and invested into PBV Monitor.
With regard to the cryptocurrencies mining datacentre:
•
•
In January the Company acquired, through its Joint venture (“JV”) partner, the first batch of miners and
the mobile housing unit; placed orders for additional miners and commenced negotiations with an
established power supply provider in Serbia.
In March, the JV, whilst waiting for the latest order of “miners” to be delivered, successfully concluded
the testing phase and confirmed that Mining Unit was ready to be shipped in Serbia.
8 | P a g e
•
In May, Clear Leisure issued 7,868,130 new shares at a price of 1.11p per share to it JV partner (64 bit
Limited), in order to cover the Company’s share of capital and operating expenditure, amounting to
€100,000, which had been advanced by 64Bit.
Clear Leisure plc
•
In June, the Mining Unit was shipped to Serbia.
With regard to PBV Monitor S.r.l.:
•
In December, the Company acquired a 10 per cent interest in PBV Monitor Srl, an Italian company
specialising in the acquisition and dissemination of data for the legal services industry, utilising
proprietary market intelligence tools and dedicated search software. The consideration of £278,750,
was settled with the issue of 35,365,389 Clear Leisure new ordinary shares of 0.25p each, at a price per
share of 0.7882p.
Sale of investments
The Company did not dispose of any asset during 2018.
Board changes
On 25 July 2018, Mr Francesco Gardin was re-elected as Director of the Company.
Events after the reporting date
During the first 6 months of 2019, the Company has been involved in the following:
With regard to Eufingest Loan facilities:
•
•
In January, the Company agreed with Eufingest to extend the maturity of certain loan facilities,
amounting to €500,000, from December 2018 to 31 March 2019.
In March, the Company agreed with Eufingest to extend the maturity of certain loan facilities,
amounting to €500,000, from 31 March 2019 to 30 June 2019.
With regard to Mediapolis:
•
In March, the Ivrea Court proceeded to complete the auction procedure and assign the 497,884 sqm
land of Mediapolis to the winning bidder for the amount of €1,958,374.
With reference to Sosushi
• A claim for damages in the Italian Courts for approximately €1.03m against Sosushi’s previous
management has been filed.
• A criminal legal case against the former management of Sosushi, previously erroneously dismissed by
the Bologna Court, has been re-activated.
Regarding Sipiem:
•
In March, following complex legal and accounting investigations, Sipiem’s liquidator filed a claim in the
Italian Courts for damages of approximately €10.8 million arising from fraud and mismanagement
against Sipiem’s previous board members and the former internal audit committee.
With regard to the cryptocurrencies mining datacente:
9 | P a g e
Clear Leisure plc
• As a result of the substantial decline in the market price of cryptocurrencies, the 50% held Mining
Datacentre, located in Serbia, has been placed on care and maintenance.
With reference to PBV Monitor:
• During the first months of 2019, PBV signed important media partnerships with leading Italian
publishers, including “Re Quadro”, “Azienda Banca” and “BeBeez,” to market online and printed
directories to Italian law firms consulting on real estate, banking & finance and private equity deals. In
the same period, PBV also targeted law firms based in South America, where it has tracked the activity
of 400 law firms and 2,000 lawyers, and signed further agreements with other important Italian and
international partners, for the organisation of legal award events based on PBV rankings.
•
In March, PBV Monitor’s website became commercially operational. The standard commercial service,
via an annual subscription, costs €427 for an individual lawyer, while law firms will be charged €1,464.
Regarding the settlement agreement reached in December 2018 with a Company’s previous IT & media
portfolio’s company and its founder:
•
In January, the Company received the second and final tranche amounting to £650,000.
Risks and Uncertainties
The Group's investments as at 31 December 2018 were all unlisted. 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 will unlikely be
sufficient to meet operating expenditure over the next 12 months. Further funds will likely 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
2018
31 December
2017
Change %
€1,943,000
€1,200,000
+62%
0.770p
0.975p
-21%
€3,963,000
€3,405,000
+16%
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.
10 | P a g e
Clear Leisure plc
Results for the year and dividends
The loss for the year was €4,331,000 (2017: loss of €1,884,000). 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 of €4,331,000 (2017: loss of €1,884,000) and had net current assets of
€7,538,000 as at 31 December 2018 (2017: net current assets of €2,141,000) as explained in the Financial Review
section. 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.
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
27 June 2019
11 | P a g e
Clear Leisure plc
DIRECTORS’ REPORT
The Directors present their report together with the audited financial statements for the year ended
31 December 2018.
Principal Activity
The principal activity of the Group is that of an investment company with a portfolio of companies primarily
encompassing the leisure and real estate sectors mainly in Italy and, more recently, technology sectors. The
focus of management is to pursue the monetisation of all of the Company’s existing assets, through selected
realisations, court-led recoveries of misappropriated assets and substantial debt-recovery processes. The
Company has also realigned its strategic focus to technology related investments, with special regard to
interactive media, blockchain and AI sectors.
Directors
The present members of the Board of Directors together with brief biographies are shown on page 6.
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 Director 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 2018 and 31 December 2017 were as follows:
Directors
(0.25p ordinary shares)
%
(0.25p ordinary shares)
31 December 2018
Holding
31 December 2017
Francesco Gardin
8,437,078
1.4%
5,360,155
The closing market price of the Clear Leisure new ordinary shares of 0.25p each at 31 December 2018 was 0.77p
and the highest and lowest closing prices during the year were 1.320p and 0.560p respectively.
In December 2018, Francesco Gardin was issued and allotted 3,076,923 New Ordinary Shares at a price per share
of 0.975p in settlement of that part of his 2017 remuneration. Other than this, there have been no changes in
the Directors’ interests between the year-end and 30 June 2018.
12 | P a g e
Remuneration
Remuneration receivable by each Director during the year was as follows:
Clear Leisure plc
2018
Board fees
2018
Remuneration
€’000
€’000
-
-
0
45
294*
339
2018
Total
€’000
45
294
339
2017
Total
€’000
37
161
198
Executive Directors
Reginald Eccles
Francesco Gardin
Total
*Of which £30,000 was paid in shares.
None of the Directors had any pension entitlement.
Directors’ interests in share options and warrants
At 31 December 2018 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 ten years.
- On 31 July 2015 Reginald Eccles was awarded 3,000,000 stock options at a strike price of 1.25p to be
exercised within ten 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 20 June 2018, 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:
HARGREAVES LANSDOWN (NOMINEES) LIMITED
86,478,450
EUFINGEST
86,279,102
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
84,735,907
Number of Ordinary Shares
VIDACOS NOMINEES LIMITED
HSDL NOMINEES LIMITED
ROY NOMINEES LIMITED
LUKE JOHNSON
REDMAYNE (NOMINEES) LIMITED
AN IDEA LIVES ON LTD
JIM NOMINEES LIMITED
LAWSHARE NOMINEES LIMITED
44,203,818
33,411,873
28,285,129
25,000,000
22,820,800
22,321,429
21,174,613
20,020,346
BARCLAYS DIRECT INVESTING NOMINEES LIMITED
18,476,653
%
14.31%
14.28%
14.03%
7.32%
5.53%
4.68%
4.14%
3.78%
3.69%
3.50%
3.31%
3.06%
Corporate Governance
The Board of Directors is accountable to the Company’s shareholders for ensuring good corporate governance
and the Directors have agreed (on 27 September 2017) to report against the UK Quoted Companies Alliance
("QCA") Governance Code.
13 | P a g e
QCA Code Recommendation
Application by the Company
1.
Principle 1
Clear Leisure plc
Establish a strategy and business model which
promote long-term value for shareholders
•
•
•
The board must be able to express a shared
view of the company’s purpose, business
model and strategy.
It should go beyond the simple description of
products and corporate structures and set out
how the company intends to deliver
shareholder value in the medium to long-term.
It should demonstrate that the delivery of long-
term growth is underpinned by a clear set of
values aimed at protecting the company from
unnecessary risk and securing its long-term
future.
2.
Principle 2
Seek to understand and meet shareholder needs
and expectations
• Directors must develop a good understanding
of the needs and expectations of all elements
of the company’s shareholder base.
•
The board must manage shareholders’
expectations and should seek to understand
the motivations behind shareholder voting
decisions.
14 | P a g e
to pursue
Clear Leisure plc is an AIM listed investment
company with a portfolio of companies
primarily encompassing the leisure and real
estate sectors mainly in Italy. The focus of
the management
the
is
monetisation of all of the Company’s
selected
existing
realisations,
of
misappropriated assets and substantial
debt-recovery processes. In addition, the
Company has launched a joint venture
initiative
in the cryptocurrency mining
sector and recently invested a data base
company.
recoveries
court-led
through
assets,
A more detailed explanation of
the
Company’s strategy is set out in the preface
of the Company’s Annual Reports and
business updates released to the market
which are available on the Company’s
website in the Regulatory News section.
The Company endeavours to maintain a
dialogue and keep both private and
informed
institutional
through its public announcements and its
corporate website.
shareholders
Shareholders are sent Annual Reports and
all shareholders receive a Notice of the
Meeting and are encouraged to attend the
Annual General Meeting.
Members of the Board are in attendance at
the Annual General Meeting and are
available to meet shareholders formally
after the meeting to discuss information
that is in the public domain. The Company
will advise shareholders attending the AGM
of the number of proxy votes lodged for and
resolution after each
against each
resolution has been dealt with by a show of
hands.
In addition, shareholder communication
may also be answered, where possible or
appropriate, by the Company’s Financial PR
advisor, Leander PR or the Company’s
broker, SP Angel Corporate Finance LLP.
Leander PR is responsible for the public
relations of the Company, which includes
Clear Leisure plc
assistance in the preparation of public
announcements and liaison with the press.
The Board is responsible for the Company’s
public announcements to the market and
where appropriate takes advice from the
Company’s advisors in respect of their
preparation and the Company’s regulatory
requirements.
The Directors are aware of the impact the
business activities have on the communities
in which the Group's businesses operate
and are very cognisant of the importance of
stakeholders, including but not limited to
shareholders,
advisors,
business partners, regulators and the wider
society.
employees,
The Company holds formal and informal
meetings, to identify both internal and
external stakeholders’ needs, interests and
expectations.
The Board, on a case-by-case basis, will
take the decision to act on feedback from
stakeholders.
The Company does not have a policy
towards charity, given the current size of
the Company, but the Board may from time
to
to make charitable
donations.
time decide
its
The Company works closely with
advisors to ensure
its listing
obligations as well as the social, legal,
religious and cultural requirements of the
countries in which it operates.
it meets
The Company is exposed to a variety of risks
that result from its investing activities. A
detailed explanation of
the Board’s
management of each risk is outlined in the
Annual Reports.
Internal controls are
designed to manage rather than eliminate
risk and therefore even the most effective
system cannot provide assurance that each
and every risk, present and future, has been
addressed.
is
the
The Board
identification,
and
management of such risks. In assessing the
responsible
assessment
for
3.
Principle 3
Take into account wider stakeholder and social
responsibilities and their implications for long-term
success
•
Long-term success relies upon good relations
with a range of different stakeholder groups
both internal (workforce) and external
(suppliers, customers, regulators and others).
The board needs to identify the company’s
stakeholders and understand their needs,
interests and expectations.
• Where matters that relate to the company’s
impact on society, the communities within
which it operates or the environment have the
potential to affect the company’s ability to
deliver shareholder value over the medium to
long-term, then those matters must be
integrated into the company’s strategy and
business model.
Feedback is an essential part of all control
mechanisms. Systems need to be in place to
solicit, consider and act on feedback from all
stakeholder groups.
•
4.
Principle 4
Embed effective risk management, considering
both opportunities and threats, throughout the
organisation
•
•
The board needs to ensure that the company’s
risk management framework identifies and
addresses all relevant risks in order to execute
and deliver strategy; companies need to
consider their extended business, including the
company’s supply chain, from key suppliers to
end-customer.
Setting strategy includes determining the
extent of exposure to the identified risks that
the company is able to bear and willing to take
(risk tolerance and risk appetite).
15 | P a g e
Clear Leisure plc
the Board
risks,
Company’s advisors.
is assisted by
the
Clear Leisure plc’s Board of Directors is
comprises Prof Francesco Gardin as
Chairman and Chief Executive Officer
(“CEO”). Mr Reginald
the
independent Non-executive Director of the
Company, while Mr. James Douglas Gordon
acts as Company Secretary.
Eccles
is
Both Directors allocate sufficient time to
the Company to discharge their duties.
Ultimate responsibility for the quality of,
and approach to, corporate governance lies
with the Chair of the Board.
The Board is aware that the QCA Corporate
Governance Code advises that, save in
exceptional circumstances, the Chairman
should not also fulfil the role of Executive
Director. Given the current size and stage of
the Company, alongside Prof Gardin’s
knowledge of past and present complex
legal matters impacting on the Company,
the Board believes that this combined role
is currently appropriate. This, however, will
be kept under review as the Company
develops.
The Company notes that the QCA Code also
recommends that the Board include at least
two Independent non-executive directors.
The Board will consider the appointment of
additional non-executive directors as the
Group’s scale and complexity grows.
The shareholders are aware of these
circumstances and have not opposed the
re-election of the Board at the Annual
General Meetings.
In addition, there is a regular dialogue
between the Directors and the Company
Secretary to ensure every decision
is
correctly assessed and properly balanced.
The Board is also supported by a number of
committees including the Audit Committee
and the Remuneration Committee.
Additionally, as a holding company, Clear
Leisure is supported by the Boards and
5.
Principle 5
Maintain the board as a well-functioning, balanced
team led by the chair
•
•
•
•
The board members have a collective
responsibility and legal obligation to promote
the interests of the company, and are
collectively responsible for defining corporate
governance arrangements. Ultimate
responsibility for the quality of, and approach
to, corporate governance lies with the chair of
the board.
The board (and any committees) should be
provided with high quality information in a
timely manner to facilitate proper assessment
of the matters requiring a decision or insight.
The board should have an appropriate balance
between executive and non-executive directors
and should have at least two independent non-
executive directors. Independence is a board
judgement.
The board should be supported by committees
(e.g. audit, remuneration, nomination) that
have the necessary skills and knowledge to
discharge their duties and responsibilities
effectively.
• Directors must commit the time necessary to
fulfill their roles.
16 | P a g e
6.
Principle 6
Ensure that between them the directors have the
skills and
necessary up-to-date experience,
capabilities
•
•
The board must have an appropriate balance of
sector, financial and public markets skills and
experience, as well as an appropriate balance
of personal qualities and capabilities. The
board should understand and challenge its own
diversity, including gender balance, as part of
its composition.
The board should not be dominated by one
person or a group of people. Strong personal
bonds can be important but can also divide a
board.
• As companies evolve, the mix of skills and
experience required on the board will change,
and board composition will need to evolve to
reflect this change.
7.
Principle 7
Evaluate board performance based on clear and
relevant
continuous
improvement
objectives,
seeking
•
•
The board should regularly review the
effectiveness of its performance as a unit, as
well as that of its committees and the
individual directors.
The board performance review may be carried
out internally or, ideally, externally facilitated
from time to time. The review should identify
development or mentoring needs of individual
17 | P a g e
Clear Leisure plc
independent Directors
operating companies.
of
individual
Biographies and expertise of the Directors
are available on both the Company’s
website (in the Board of Directors section)
and the Annual Reports.
In matters related to company law, the
Company depends upon the legal expertise
of its legal advisers.
Where there are issues that exceed the
expertise of the Directors, the Company
utilises external advisors.
The Company has engaged several law
firms, in Italy and in the UK, to advise in
respect of the legal matters related to the
claims the Company has pursued since the
appointment of the current Board in July
2015.
The Directors’ background and experience
guarantee they can maintain their skillset
up-to-date. Prof Francesco Gardin has
maintained close connections with his
former colleagues at Udine, Milan and
Siena Universities, where he lectured for 30
years, regularly attends global technology
and technology-related conferences and he
is part of a network of advisors, CEOs and
CFOs, of quoted and unquoted companies
around the world, he meets regularly. Mr
Reginald Eccles is a long-standing member
of the Institute of Directors, through which
he has access to outstanding advice and
information. He is also a Freeman of a City
Livery Company and a Freeman of the City
of London, in which roles he continuously
meets entrepreneurs and businessmen.
The Board considers the evaluation process
is best carried out internally given the
Company’s current size, However, the
Board will keep this under review and may
consider independent external evaluation
reviews in due course as the Company
grows.
The Independent Non-executive Director
chairs the Remuneration Committee and is
for
responsible
evaluating
the
Executive Director (including determination
and
assessing
for
the effectiveness of
Clear Leisure plc
of any annual bonus) by reference to the
performance of the Company. This review
takes place every six months.
The Company does not consider it
necessary at the current time to have a
Nominations Committee and the Board as
a whole is responsible for Board and senior
management nominations. The merits of
constituting a separate Nominations
Committee will be kept under review. The
Board continues to monitor and evolves
the Company’s corporate governance
structures and processes, and maintains
that these will evolve over time, in line
with the Company’s growth and
development.
There is currently no focus for the Board on
succession planning although this will be
kept under review.
The Board recognises that a corporate
culture based on sound ethical values and
is an asset and provides
behaviours
competitive advantages. The Company
operates in different sectors and markets
and is mindful that respect of individual
cultures is critical to corporate success.
The Company endeavours to conduct its
business in an ethical, professional and
its
responsible manner,
employees, business partners and wider
stakeholders with equal courtesy and
respect at all times.
treating
•
directors or the wider senior management
team.
It is healthy for membership of the board to be
periodically refreshed. Succession planning is a
vital task for boards. No member of the board
should become indispensable.
8.
Principle 8
Promote a corporate culture that is based on ethical
values and behaviours
•
•
•
•
The board should embody and promote a
corporate culture that is based on sound
ethical values and behaviours and use it as an
asset and a source of competitive advantage.
The policy set by the board should be visible in
the actions and decisions of the chief executive
and the rest of the management team.
Corporate values should guide the objectives
and strategy of the company.
The culture should be visible in every aspect of
the business, including recruitment,
nominations, training and engagement. The
performance and reward system should
endorse the desired ethical behaviours across
all levels of the company.
The corporate culture should be recognisable
throughout the disclosures in the annual
report, website and any other statements
issued by the company.
9.
Principle 9
Maintain governance structures and processes that
are fit for purpose and support good decision-
making by the board
•
The company should maintain governance
structures and processes in line with its
corporate culture and appropriate to its:
size and complexity; and
capacity, appetite and tolerance for
risk.
o
o
The Board is responsible for maintaining
the corporate governance structure that is
appropriate to its corporate culture and
business growth.
the
governance structure, the Board works
closely with its Nominated Advisor.
In maintaining
The Executive Director is responsible for
running the business and implementing the
decisions and policies of the Board. The
18 | P a g e
•
The governance structures should evolve over
time in parallel with its objectives, strategy and
business model to reflect the development of
the company.
Clear Leisure plc
communication
Board is also responsible for ensuring the
Company’s
with
shareholders is timely, informative and
accurate with due regard to regulatory
requirements.
The Non-Executive Director was appointed
not only to provide independent oversight
and constructive challenge to the Executive
Director but also chosen to provide
strategic advice and guidance.
The Board
Committee,
Committee.
is supported by the Audit
Remuneration
and
the
is
ensuring
responsible
The Audit Committee meets twice a year
and
for dealing with
the
accounting matters,
independence of the external auditors,
internal controls.
financial reporting and
The committee comprises
the Non-
executive Director and the Chairman of the
Company and
is chaired by the Non-
executive Director.
The Remuneration Committee, chaired by
the Non-executive Director, is responsible
for the approval of the remuneration for
the executive Director. The Committee
meets twice a year and is comprised of the
Non-executive Director and the Chief
Executive Officer. In determining the total
remuneration (including bonuses, if any) of
the Executive Director, the Non-Executive
Director may consult advisors.
The Executive Director also consults the
Non-executive Director with respect to
overall staff remuneration.
Chairman
responsible
The
for
is
maintaining a dialogue with shareholders
and the financial markets, including the
Company
financial
communicates with shareholders through
the Annual Report and half-year accounts,
announcements to the stock market and at
its Annual General Meeting.
press.
The
The AIM Rule 26 section of the Company’s
website provides all required regulatory
additional
information
information shareholders may find helpful.
as well
as
10. Principle 10
Communicate how the company is governed and is
performing by maintaining a dialogue with
shareholders and other relevant stakeholders
• A healthy dialogue should exist between the
board and all of its stakeholders, including
shareholders, to enable all interested parties to
come to informed decisions about the
company.
In particular, appropriate communication and
reporting structures should exist between the
board and all constituent parts of its
shareholder base. This will assist:
•
o
the communication of shareholders’
views to the board; and
19 | P a g e
o
the shareholders’ understanding of
the unique circumstances and
constraints faced by the company.
•
It should be clear where these communication
practices are described (annual report or
website).
Clear Leisure plc
company
Historical
announcements,
annual reports and circulars of Annual
General Meeting are available on the
Company’s website in the Annual Report
and Circulars and Regulatory News section.
Results of shareholder meetings will be
publicly announced through the regulatory
system and displayed on the Company’s
website with suitable explanations of any
actions undertaken as a result of any
significant votes against resolutions.
Information on the work of the various
Board Committees and other relevant
information are included in the Company’s
Annual Report.
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.
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
20 | P a g e
Clear Leisure plc
•
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 31.
Independent auditor
MHA Macintyre Hudson, 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
27 June 2019
21 | P a g e
Clear Leisure plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
Qualified opinion on financial statements
We have audited the group financial statements of Clear Leisure Plc for the year ended 31 December 2018 which
comprise the Group Statement of Comprehensive Income, the Group Statement of Financial Position, the Group
Statement of Changes in Equity, the Group Cash Flow Statement and notes to the financial statements, including
a summary of significant accounting policies. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European
Union.
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
2018 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.
have been prepared in accordance with the requirements of the Companies Act 2006.
•
•
•
Basis for qualified opinion on financial statements
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the group financial statements section of our report. We are independent of the group in accordance
with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to SME listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
We were not provided the financial statements of Mediapolis Investment Sarl, Alnitak Sarl, Sipiem Spa or SoSushi
Srl, where the Company is a major shareholder. These financial statements do not include any of the adjustments
required to incorporate the results of these entities on consolidation. Furthermore, we are unable to
substantiate the recoverability of balances outstanding at the year end from these entities which are owed to
Clear Leisure PLC. Had this information been available to us we might have formed a different opinion on the
financial statements of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the group financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the group financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters that we identified for the year ended 31 December 2018 are:
• Management override of controls;
• Going concern;
• Valuation of the Groups subsidiary undertakings and investments;
• Valuation of balances derived from ongoing legal matters.
22 | P a g e
Clear Leisure plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(continued)
Our application of materiality
The materiality that we used for the consolidated financial statements was €239,000 (2017: €305,000). We
determine materiality using 5% of the net assets of the Group (2017: 3% of the benchmark of Gross Assets),
which we have determined, in our professional judgment, to be one of the principal benchmarks within the
financial statements relevant to members of the Company in assessing financial performance.
We report to the director’s all corrected and uncorrected misstatements we identified through our audit with a
value in excess of €13,200 (2017: €16,300), in addition to other audit misstatements below that threshold that
we believe warranted reporting on qualitative grounds.
An overview of the scope of our audit
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.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion
on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the group financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the group financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement of the group financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which
the group financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the 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 or the directors’ report.
Except for the matters identified in the Basis for qualified opinion on financial statements paragraph , we have
nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
•
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.
23 | P a g e
Clear Leisure plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(continued)
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 20, the directors are
responsible for the preparation of the group financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the preparation of
group financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for assessing the group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the group financial statements
Our objectives are to obtain reasonable assurance about whether the group financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditor’s report.
Use of our audit report
This report is made solely to the parent 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 parent 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 parent
company and the parent company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
Atul Kariya FCCA (Senior statutory auditor)
for and on behalf of MHA Macintyre Hudson
Chartered Accountants and Registered Auditors
London, United Kingdom
27 June 2019
24 | P a g e
GROUP INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2018
Clear Leisure plc
Continuing operations
Revenue
Administration expenses
Operating loss
Other gains and (losses)
Exceptional items
Finance income
Finance charges
Loss before tax
Tax
Loss from continuing operations
Discontinued operations
Loss from discontinued operations, net of tax
Loss for the year
Other comprehensive (loss)
Loss on translation of overseas subsidiaries
Note
2018
€’000
2017
€’000
12
12
5
5
7
8
9
10
14
27
(3,878)
(3,866)
(150)
1,300
-
(1,223)
(3,939)
-
(3,939)
(329)
(324)
(77)
-
421
(83)
(63)
-
(63)
-
(3,939)
(1,821)
(1,884)
(392)
-
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(4,331)
(1,884)
Loss for the year attributable to:
Owners of the parent
Non-controlling interests
Earnings per share:
(4,331)
(1,884)
-
-
Basic and fully diluted loss from continuing operations
Basic and fully diluted loss from discontinued operations
15
15
Basic and fully diluted loss per share
(€0.008)
(€0.000)
(€0.008)
(€0.00)
(€0.01)
(€0.01)
The accounting policies and notes form part of these financial statements.
25 | P a g e
STATEMENTS OF FINANCIAL POSITION AT 31 DECEMBER 2018
Clear Leisure plc
Non-current assets
Investments
Total non-current assets
Current assets
Investments
Trade and other receivables
Cash and cash equivalents
Total current assets
Current liabilities
Trade and other payables
Borrowings
Total current liabilities
Notes
17,18
17
18
19
20
21
Group
2018
€’000
447
447
Restated
Group
2017
€’000
Company
2018
€’000
Company
2017
€’000
302
302
9,667
9,667
10,019
10,019
1,118
7,003
267
8,388
557
9,329
-
9,886
535
99
267
901
-
454
-
454
(507)
(343)
(850)
(716)
(7,029)
(7,745)
(251)
(343)
(594)
(711)
(7,029)
(7,740)
Net current assets/ (liabilities)
7,538
2,141
307
(7,286)
Total assets less current liabilities
7,985
2,443
9,974
2,733
Non-current liabilities
Borrowings
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
21
23
23
25
(6,042)
(6,042)
(1,243)
(1,243)
(6,042)
(6,042)
(1,243)
(1,243)
1,943
1,200
3,932
1,490
7,227
47,038
10,504
(62,826)
1,943
-
6,412
43,563
10,112
(58,887)
1,200
-
7,227
47,038
1,861
(52,194)
3,932
-
6,412
43,563
1,788
(50,273)
1,490
-
1,943
1,200
3,932
1,490
The financial statements were approved by the board of directors and authorised for issue on 27 June 2019, on
its behalf by:
Francesco Gardin
Director
The accounting policies and notes form part of these financial statements.
Company Number 03926192
26 | P a g e
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2018
Clear Leisure plc
Group
At 1 January 2018
Total comprehensive loss
for the year
Issue of shares
Share issue costs
Foreign currency translation
Share
capital
€’000
Share
premium
account
€’000
Other
reserves
Retained
losses
Total
equity
€’000
€’000
€’000
6,412
43,563
10,112
(58,887)
1,200
-
815
-
-
-
3,559
(84)
-
-
-
-
392
(3,939)
(3,939)
-
-
-
4,374
(84)
392
1,943
At 31 December 2018
7,227
47,038
10,504
(62,826)
Company
At 1 January 2018
Total comprehensive loss
for the year
Issue of shares
Share issue costs
Foreign currency translation
At 31 December 2018
6,412
43,563
1,788
(50,273)
1,490
-
815
-
-
7,227
-
3,559
(84)
-
47,038
-
-
-
73
1,861
(1,921)
(1,921)
-
-
-
(52,194)
4,374
(84)
73
3,932
The following describes the nature and purpose of each reserve:
Share Capital
Share Premium
Retained losses
Other reserves
Merger Reserve
Loan note equity reserve
Share option reserve
Foreign exchange reserve
represents the nominal value of equity shares
amount subscribed for share capital in excess of the nominal value
cumulative net gains and losses less distributions made
Consists of four reserves, see below:
relates to the difference in consideration and nominal value of shares issued
during a merger and the fair value of assets transferred.
relates to the equity portion of the convertible loan notes
fair value of the employee and key personnel equity settled share option
scheme as accrued at the statement of financial position date
cumulative net gains and losses from translation of foreign subsidiaries
The accounting policies and notes form part of these financial statements.
27 | P a g e
Clear Leisure plc
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2017
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 2017
6,344
43,351
11,440
(59,842)
1,293
308
1,601
Total comprehensive loss for
the year
Issue of shares
Issue of convertible loan notes
Transfer of reserves
Transfer of non-controlling
interest to retained losses on
disposal of Mediapolis
At 31 December 2017
Company
-
68
-
-
-
212
-
-
-
-
1,203
(2,531)
(1,884)
-
-
2,531
(1,884)
280
1,203
-
-
-
-
-
(1,884)
280
1,203
-
-
6,412
-
43,563
-
10,112
308
(58,887)
308
1,200
(308)
-
-
1,200
At 1 January 2017
Total comprehensive income
for the year
Issue of shares
Issue of convertible loan notes
At 31 December 2017
6,344
43,351
585
(49,243)
1,037
-
68
-
6,412
-
-
(1,030)
(1,030)
212
-
43,563
-
1,203
1,788
-
-
(50,273)
280
1,203
1,490
-
-
-
-
-
1,037
(1,030)
280
1,203
1,490
The following describes the nature and purpose of each reserve:
Share Capital
Share Premium
Retained losses
Other reserves
Merger Reserve
Loan note equity reserve
Share option reserve
Foreign exchange reserve
represents the nominal value of equity shares
amount subscribed for share capital in excess of the nominal value
cumulative net gains and losses less distributions made
Consists of four reserves, see below:
relates to the difference in consideration and nominal value of shares issued
during a merger and the fair value of assets transferred.
relates to the equity portion of the convertible loan notes
fair value of the employee and key personnel equity settled share option
scheme as accrued at the statement of financial position date
cumulative net gains and losses from translation of foreign subsidiaries
The accounting policies and notes form part of these financial statements.
28 | P a g e
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2018
Clear Leisure plc
Note
Group
2018
€’000
Group
2017
€’000
Company
2018
€’000
Company
2017
€’000
Net cash outflow from operating activities
26
(560)
(2,816)
(1,700)
(977)
Cash flows from investing activities
(Increase)/decrease in loan to subsidiary
undertakings
Interest paid
Purchase of investments
(145)
(290)
(95)
-
-
-
Net cash outflow from investing activities
(530)
-
352
(471)
(284)
(504)
(436)
-
-
(471)
Cash flows from financing activities
Proceeds of issue of shares
23
1,357
280
2,403
280
Repayment of long-term debt
Proceeds from borrowing
-
-
Net cash inflow from financing activities
1,357
(1,250)
2,416
1,446
-
-
2,403
(1,250)
2,416
1,446
Net increase/(decrease) in cash for the year
267
(1,370)
267
(2)
Cash and cash equivalents at beginning of
year
Exchange differences
-
-
Cash and cash equivalents at end of year
19
267
1,370
-
-
-
-
267
2
-
-
The accounting policies and notes form part of these financial statements.
29 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018
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 12.
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 3,
IFRS 11
IFRS 9
Amendments resulting from Annual Improvements 2015-2017 Cycle
(remeasurement of previously held interest)
Amendments regarding prepayment features with negative
compensation and modifications of financial liabilities
IFRS 16
Leases – new standard
Amendments resulting from Annual Improvements 2015–2017 Cycle
(income tax consequences of dividends)
1 January 2019
1 January 2019
1 January 2019
1 January 2019
Amendments regarding plan amendments, curtailments or settlements
1 January 2019
Amendments resulting from Annual Improvements 2015–2017 Cycle
(intended use or sale)
Amendments regarding long-term interests in associates and joint
ventures
1 January 2019
1 January 2019
IAS 12
IAS 19
IAS 23
IAS 28
During the period, we applied the following standards.
IFRS 9
IFRS 9 establishes a framework of the recognition and measurement, impairment, derecognition and general
hedge accounting. It replaces IAS 39 Financial Instruments: Recognition and Measurement. The Group has
adopted IFRS 9 in full at the date of initial application (1 January 2018) and elected to apply the limited
exemptions in IFRS 9 relating to classification, measurement and impairment requirements for financial
instruments, and accordingly comparative periods have not been restated and remain in line with the previous
standard IAS 39 Financial Instruments: Recognition and Measurement.
IFRS 15
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is
recognised. It replaces IAS 18 Revenue, IAS 11 Construction contracts and related interpretations. Under IFRS
15, revenue is recognised when a customer obtains control of the good or services. The Group has adopted IFRS
15 in full at the date of initial application (1 January 2018). Accordingly, comparative information presented for
2017 has not been restated and is presented, as previously reported under IAS 18, and related interpretations
as there was no impact of adoption of IFRS 15 on opening balances.
30 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
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 International Financial Reporting Interpretations Committee (IFRIC) 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 certain
available for sale investments that are stated at their fair values.
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.
Going Concern
Any consideration of the foreseeable 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 foreseeable
future. For this reason, they continue to adopt the going concern basis of preparing the Group’s financial
statements as further disclosed in Note 3.
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.
31 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
2. Accounting policies (continued)
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 or, when applicable, the costs on initial recognition of an
investment in an associate or jointly controlled entity.
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 share based
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 Non-current 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.
32 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (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 trademarks
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.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for impairment.
33 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (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 statement of financial position 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
The Group provides consultancy services, which are invoiced at the point of the provision of the service. Revenue
is recognised as earned at a point in time on the unconditional supply of these services, which are received and
consumed simultaneously by the customer. The Group measures revenues at the fair value of the consideration
received or receivable for the provision of consultancy services net of Value Added Tax.
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.
34 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
2. Accounting policies (continued)
Financial instruments
The Company has elected to apply the limited exemption in IFRS 9 relating to classification, measurement and
impairing requirements for financial instruments, and accordingly comparative periods have not been restated
and remain in line with the previous standard IAS 39 “Financial Instruments: Recognition and Measurement”;
Classification and measurement
The Company classifies its financial assets into the following categories: those to be measured subsequently at
fair value (either through other comprehensive income (FVOCI) or through the income statement (FVPL) and
those to be held at amortised cost.
Classification depends on the business model for managing the financial assets and the contractual terms of the
cash flows.
Management determines the classification of financial assets at initial recognition. The Company’s policy with
regard to financial risk management is set out in Note 22. Generally, the Company does not acquire financial
assets for the purpose of selling in the short term.
The Company’s business model is primarily that of “hold to collect” (where assets are held in order to collect
contractual cash flows). When the Company enters into derivative contracts, these transactions are designed
to reduce exposures relating to assets and liabilities, firm commitments or anticipated transactions.
Financial Assets held at amortised cost
The classification applies to debt instruments which are held under a hold to collect business model and which
have cash flows that meet the “solely payments of principal and interest” (SPPI) criteria.
At initial recognition, trade receivables that do not have a significant financing component, are recognised at
their transaction price. Other financial assets are initially recognised at fair value plus related transaction costs,
they are subsequently measured at amortised costs using the effective interest method. Any gain or loss on
derecognition or modification of a financial asset held at amortised cost is recognised in the income statement.
Financial Assets held at fair value through other comprehensive income (FVOCI)
The classification applies to the following financial assets:
• Debt instruments that are held under a business model where they are held for the collection of
contractual cash flows and also for sale (“collect and sale”) and which have cash flows that meet the
SPPI criteria. An example would be where trade receivable invoices for certain customers were factored
from time to time. All movements in the fair value of these financial assets are taken through
comprehensive income , except for the recognition of impairment gains and losses, interest revenue
(including transaction costs by applying the effective interest method), gains or losses arising on
derecognition and foreign exchange gains and losses which are recognised in the income statement.
When the financial asset is derecognised, the cumulative fair value gain or loss previously recognised
in other comprehensive income is reclassified to the income statement.
•
Equity investments where the Company has irrevocably elected to present fair value gains and losses
on revaluation of such equity investments, including any foreign exchange component, are recognised
in other comprehensive income. When equity investment is derecognised, there is no reclassification
of fair value gains or losses previously recognised in other comprehensive income to the income
statement. Dividends are recognised in the income statement when the right to receive payment is
established.
35 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
2. Accounting policies (continued)
Financial Assets held at fair value through profit or loss (FVPL)
The classification applies to the following financial assets. In all cases, transaction costs are immediately
expensed to the income statement.
• Debt instruments that do not meet the criteria of amortised costs or fair value through other
comprehensive income. The Company has a significant proportion of trade receivables with embedded
derivatives for professional pricing. These receivables are generally held to collect but do not meet the
SPPI criteria and as a result must be held at FVPL. Subsequent fair value gains or losses are taken to the
income statement.
•
Equity investments which are held for trading or where the FVOCI election has not been applied. All
fair value gains or losses and related dividend income are recognised in the income statement.
• Derivatives which are not designated as a hedging instrument. All subsequent fair value gains or losses
are recognised in the income statement.
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.
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
A forward looking expected credit loss (ECL) review is required for: debt instruments measured at amortised
costs are held at fair value through other comprehensive income: loan commitments and financial guarantees
not measured at fair value through profit or loss; lease receivables and trade receivables that give rise to an
unconditional right to consideration.
As permitted by IFRS9, the Company applies the “simplified approach” to trade receivable balances and the
“general approach” to all other financial assets. The general approach incorporates a review for any significant
increase in counter party credit risk since inception. The ECL reviews including assumptions about the risk of
default and expected loss rates. For trade receivables, the assessment takes into account the use of credit
enhancements, for example, letters of credit. Impairments for undrawn loan commitments are reflected as a
provision.
Financial liabilities
Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) are
recognised initially at fair value, net of transaction costs incurred, and are subsequently measured at amortised
costs.
36 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
2. Accounting policies (continued)
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.
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.
37 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
2. Accounting policies (continued)
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 consist 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
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.
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 (2017: €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.
38 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
3. Critical accounting judgements and key sources of estimation uncertainty (continued)
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 €3,939,000 (2017: €1,884,000) and had net current assets of
€7,985,000 as at 31 December 2018. The Group’s operational existence is still dependent on the ability to raise
further funding either through an equity placing on AIM, or through other external sources, to support the on-
going working capital requirements.
After making due enquiries, the Directors have formed a judgement that there is a reasonable expectation that
the Group can secure further adequate resources to continue in operational existence for the foreseeable future
and that adequate arrangements will be in place to enable the settlement of their financial commitments, as
and when they fall due.
For this reason, the Directors continue to adopt the going concern basis in preparing the 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.
39 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (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:
Revenue - Consultancy
Cost of sales
Gross Profit
Finance Income
Finance charges
Other operating expenses
Exceptional items
Other gains and losses
(Loss) from discontinuing
operations, net of tax
UK
€’000
12
-
12
-
(1,223)
(3,878)
1,300
(150)
-
(Loss) for the financial year
(3,939)
2018
Italy
€’000
Total
€’000
UK
€’000
2017
Italy
€’000
Total
€’000
-
-
-
-
-
`
-
-
-
-
12
5
-
12
-
5
-
421
(1,223)
(3,878)
1,300
(150)
-
(83)
(329)
-
(77)
-
-
-
-
-
-
-
-
5
-
5
421
(83)
(329)
-
(77)
-
(1,821)
(1,821)
(3,939)
(63)
1,821
(1,884)
2018
Net
additions
to non-
current
Assets
€’000
Segment
liabilities
€’000
Segment
assets
€’000
Net
assets/
(liabilities)
€’000
Segment
assets
€’000
Segment
liabilities
€’000
2017
Net
Additions
to non-
current
assets
€’000
UK
Italy
8,835
(6,892)
-
-
8,835
(6,892)
-
-
-
1,943
10,188
(8,988)
-
-
-
1,943
10,188
(8,988)
-
-
-
Net assets/
(liabilities)
€’000
1,200
-
1,200
40 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
5.
Staff costs
Clear Leisure plc
Staff costs during the period including directors comprise:
Wages and salaries
Social security costs and pension contributions
6. Directors’ Emoluments
Aggregate emoluments
Share based payment
2018
€’000
2017
€’000
458
12
470
2018
€’000
339
-
339
266
266
2017
€’000
162
33
195
There are no retirement benefits accruing to the Directors. Details of directors’ remuneration are included
in the Directors’ Report.
7.
Expenses by nature
Directors emoluments
Employee emoluments
Legal and professional fees
Audit and accountancy fees
Administrative expenditure
Bad debts
Payables waived
8.
Other gains and losses
Revaluation of investments
Revaluation of Zero-Coupon Bond
41 | P a g e
2018
€’000
339
131
705
107
236
2,673
(313)
3,878
2018
€’000
-
(150)
(150)
2017
€’000
195
71
(126)
70
114
5
-
329
2017
€’000
(77)
-
(77)
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
Clear Leisure plc
9.
Exceptional items
Claim settlement
2018
€’000
1,300
2017
€’000
-
On 9 November 2018 a full and final settlement had been reached in relation to a legal claim for the sum of
€1,300,000 payable in cash to Clear Leisure plc.
10. Finance charges
Interest on convertible bonds
Interest on other loans
Interest on bank loans and overdrafts
Impairment of syndicated loans
Irrecoverable VAT
11. 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
12. Employee numbers
2018
€’000
2017
€’000
196
87
-
933
7
1,223
82
-
1
-
-
83
2018
€’000
2017
€’000
35
3
7
45
33
3
6
42
2018
Number
2017
Number
The average number of Company’s employees, including directors during the
period was as follows:
Management and administration
4
4
13. Company income statement
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 €1,921,000 (2017: €1,030,000).
42 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
Clear Leisure plc
14. Tax
Current taxation
Deferred taxation
Tax charge for the year
2018
€’000
2017
€’000
-
-
-
-
-
-
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 2018 amount
to approximately €21 million (2017: €20 million) and €9 million (2017: €9 million) respectively.
The standard rate of tax for the current year, based on the UK effective rate of corporation tax is 19.00% (2017:
19.25%). 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
2018
€’000
2017
€’000
(3,939)
(1,884)
(748)
(363)
2
-
746
-
15
-
348
-
43 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
15. 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:
2018
Weighted
average no.
of shares
000’s
Profit/
(Loss)
€’000
Per share
Amount
Euro
Profit/
(Loss)
€’000
2017
Weighted
average no.
of shares
000’s
Per share
Amount
Euro
Basic and fully
diluted earnings
per share
Continuing operations
Discontinued
operations
Total operations
(3,939)
468,986
(€0.008)
(63)
295,429
(€0.00)
-
-
-
(3,939)
468,986
(€0.008)
(1,821)
(1,884)
295,429
(€0.001)
295,429
(€0.001)
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 2017 and 2018 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.
44 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
Clear Leisure plc
16. Goodwill
Cost
At 1 January
Disposal of subsidiary
At 31 December
Accumulated impairment losses
At 1 January
Impairment loss for the year
Disposal of subsidiary
At 31 December
Net book value
2018
€’000
2017
€’000
-
-
-
-
-
-
-
-
1,312
(1,312)
-
1,312
-
(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.
45 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
Clear Leisure plc
17.
Investments
Company
As at 1 January:
Loans to subsidiary undertakings
Net advances/(repayments) during the year
Impairment in investment
As at 31 December
2018
€’000
2017
€’000
10,019
(352)
-
9,667
9,548
471
-
10,019
The significant subsidiary undertakings held by the Group at 31 December 2018 were as follows:
Subsidiaries
Clear Leisure 2017 Limited
Brainspark Associates Limited
SoSushi Company S.r.l.
Clear Holiday S.r.l.
Country of
incorporation
England
England
Italy
Italy
% Owned
100.00
100.00
99.93
100.00
Nature of business
Investment holding company
Investment holding company
Brand Management
Dormant company
Group
Fair value
At 1 January
Movement in fair value of investments
Additions
Carrying value at 31 December
Group
2018
€’000
557
57
504
1,118
Group
2017
€’000
Company
2018
€’000
Company
2017
€’000
634
(77)
-
557
-
31
504
535
-
-
-
-
An amount of €583,000 included within Group investments held for trading is a level 3 investment and
represents the fair value of 533,990 shares in GeoSim Systems Ltd.
An amount of €340,000 included within Company investments held for trading is a level 3 investment and
represents the fair value of a 10% interest in PBV Monitor Srl.
An amount of €195,000 included within Company investments held for trading is a level 3 investment and
represents a 50% Joint Venture partnership interest in Miner One Limited.
46 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
18.
Trade and other receivables
Clear Leisure plc
Other receivables
Trade receivables
Amount falling due after one year
Amounts owed by subsidiaries
Current assets
Non-current assets
Group
2018
€’000
7,003
-
-
447
7,003
447
Restated
Group
2017
€’000
9,329
-
-
302
9,329
302
Company
2018
€’000
99
-
-
Company
2017
€’000
454
-
-
9,222
10,019
99
454
9,222
10,019
Group other receivables include €4,440,000 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.
19.
Cash and cash equivalents
Group
Cash at bank and in hand
Group
2018
€’000
267
267
Group
2017
€’000
-
Company
2018
€’000
267
Company
2017
€’000
-
-
267
-
The Directors consider the carrying amounts of cash and cash equivalents approximates to their fair value.
20.
Trade and other payables
Trade payables
Other payables
Accruals
Trade and other payables
Group
2018
€’000
307
150
50
507
Group
2017
€’000
Company
2018
€’000
Company
2017
€’000
632
39
45
716
146
632
60
45
251
39
40
711
The directors consider that the carrying value of trade and other payables approximates to their fair value.
47 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
21. Borrowings
Clear Leisure plc
7% Convertible bond 2014
Zero rate convertible bond 2015
Convertible loan note
Other borrowings
Disclosed as:
Current borrowings
Non-current borrowings
Group
2018
€’000
-
4,522
1,520
343
6,385
343
6,042
6,385
Group
2017
€’000
73
6,292
1,243
664
8,272
7,029
1,243
8,272
Company
2018
€’000
Company
2017
€’000
-
4,522
1,520
343
6,385
343
6,042
6,385
73
6,292
1,243
664
8,272
7,029
1,243
8,272
7% Convertible Bond 2014
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 unpaid 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.
In October 2018, two bond holders converted £65,000 (€73,000) including cumulative interest into 1,625,000
new ordinary shares of 0.25 pence at a price of 4.00 pence per share.
48 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
Clear Leisure plc
21. Borrowings (continued)
Zero Rate Convertible Bond 2015
Liability component at 1 January
Adjustment from renegotiation of convertible bonds
Interest charge for the year
Adjustment from the conversion of bonds
Liability component at 31 December
Disclosed as:
Non-Current Liabilities
Current Liabilities
2018
€’000
6,292
-
192
(1,962)
4,522
4,522
-
2017
€’000
6,453
(363)
202
-
6,292
-
6,292
Interest on the bonds was 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 2018 includes all
interest accrued to that date. The unpaid interest together with accrued interest to 31 December 2018 is
included within current liabilities.
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.
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 had 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 was 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 December
2018 and the interest has been reduced from 7% to 1%.
On 19 June 2018, the holders of its €9.9m Bonds agreed to extend the final maturity date of the Bonds from 15
December 2018 to 15 December 2022. The Company is now able to convert the Bonds into new ordinary shares
of 0.25p each.
On 28 December 2018, bonds with a face value of €2,100,000 plus cumulative interest were converted into
50,992,826 new ordinary shares of 0.25 pence at a price of 3.76 pence per share.
Other Borrowings
In March 2018, the Company agreed with a lender to settle €250,000 of a loan by issuing 22,321,429 new
ordinary shares of 0.25 pence at a price of 1.00 pence per share.
49 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
22. 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 categories of financial assets included in the statement of financial position and the headings in which
they are included are as follows:
Financial assets:
Financial assets held at fair value through other comprehensive income
Loans and receivables
Cash and cash equivalents
2018
€'000
2017
€'000
1,118
7,450
267
8,835
557
9,631
-
10,188
FINANCIAL LIABILITIES BY CATEGORY
The categories of financial liabilities included in the statement of financial position 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 2018
Available for sale investments
Investments held for trading
As at 31 December 2017
Available for sale investments
Investments held for trading
2018
€'000
507
6,385
6,892
2017
€'000
716
8,272
8,988
Level 1
€’000
Level 2
€’000
Level 3
€’000
-
-
-
-
-
-
-
-
-
-
-
-
-
1,118
1,118
-
557
557
The Company has adopted fair value measurements using the IFRS 7 fair value hierarchy.
50 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
22. 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:
Level 2:
Level 3:
valued using quoted prices in active markets for identical assets;
valued by reference to valuation techniques using observable inputs other than quoted prices
included in Level 1;
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, PBV Monitor Srl and Miner One Limited.
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 investments
held for trading. The Group manages the investment price risk within its long-term investment strategy to
manage a diversified exposure to the market. If the investments held for trading 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 €168,000 (2017: €180,000).
51 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
22. 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 minimal cash balances at the reporting 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:
Carrying
Amount
€’000
Less than 1
year
€’000
Between
1 and 5 years
€’000
As at 31 December 2018
Trade and other payables
Borrowings
As at 31 December 2017
Trade and other payables
Borrowings
507
6,385
6,892
716
8,272
8,988
507
343
850
716
7,029
7,745
Total
€’000
507
6,385
6,892
-
6,042
6,042
-
1,243
1,243
716
8,272
8,988
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 fixed interest
rates.
Fixed rate instruments
Financial assets
Financial liabilities
Group
2018
€’000
8,835
6,892
2017
€’000
10,188
8,988
Company
2018
€’000
901
6,636
2017
€’000
454
8,983
52 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
22. Financial instruments (continued)
Change in interest rates will affect the Group’s income statement as follows:
Group
Euribor +0.5% / -0.5%
Gain / (loss)
2018
€’000
2017
€’000
- / -
-/-
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 £Nil (2017: £Nil) 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 £Nil (2017: £Nil). 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 €7,450,000 (2017: €10,085,000) comprising receivables during the period. About 65% 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
2018
2017
Total book
value
€’000
7,450
-
7,450
Allowance for
impairment
€’000
-
-
-
Total book
value
€’000
9,631
-
9,631
Allowance for
impairment
€’000
-
-
-
2018
2017
Total book
value
€’000
9,766
-
9,766
Allowance for
impairment
€’000
-
-
-
Total book
value
€’000
10,473
-
10,473
Allowance for
impairment
€’000
-
-
-
53 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
23. Share capital and share premium
Clear Leisure plc
Number of
ordinary
shares
Number of
deferred
shares
Ordinary
share
capital
€’000
Deferred
Share
capital
€’000
Share
premium
€’000
Total
€’000
286,043,117
199,409,377
877
5,467
43,351
49,695
ISSUED AND FULLY
PAID:
At 1 January 2017
Issue of shares
Issue of shares
Conversion of loan
stock to shares
3,658,536
13,043,478
7,546,155
-
-
-
At 31 December 2017
310,291,286
199,409,377
Issue of shares
58,333,334
Settlement of other
borrowings
Issue of shares
Issue of shares
Issue of shares
Issue of shares
Conversion of loan
note to shares
Conversion of loan
note to shares
Issue of shares
Issue of shares
Share issue costs
22,321,429
42,857,143
63,157,890
8,263,250
7,868,130
1,625,000
50,992,826
35,365,389
3,076,923
-
-
-
-
-
-
-
-
-
-
-
-
11
37
21
946
162
62
119
175
23
22
5
141
98
9
-
-
-
-
24
134
54
35
171
75
5,467
43,563
49,976
-
-
-
-
-
-
-
-
-
-
-
226
186
214
490
79
75
68
388
248
333
665
102
97
72
1,985
2,126
211
25
(84)
309
33
(84)
At 31 December 2018
604,152,600
199,409,377
1,761
5,467
47,038
54,265
The deferred shares have restricted rights such that they have no economic value.
On 24 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.
On 17 July 2017, the Company raised a total of £150,000 (€171,000) gross of expenses through a placing of
13,043,478 ordinary shares of 0.25 pence at a price of 1.15 pence per share.
On 25 July 2017, convertible loans of €74,830 were converted to 7,546,155 ordinary shares of 0.25 pence at
a price of 0.89 pence per share.
54 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
23. Share capital and share premium (continued)
On 26 January 2018, the Company raised a total of £350,000 (€388,000) gross of expenses through a placing
of 58,333,334 new ordinary shares of 0.25 pence at a price of 0.60 pence per share.
In March 2018, the Company agreed with a lender to settle €250,000 of a loan by issuing 22,321,429 new
ordinary shares of 0.25 pence at a price of 1.00 pence per share.
On 16 March 2018, the Company raised a total of £300,000 (€333,000) gross of expenses through a placing
of 42,857,143 new ordinary shares of 0.25 pence at a price of 0.70 pence per share.
On 23 May 2018, the Company raised a total of £600,000 (€665,000) gross of expenses through a placing of
63,157,890 new ordinary shares of 0.25 pence at a price of 0.95 pence per share.
On 30 May 2018, the Company agreed with a lender to settle a balance of £91,722 (€102,000) of accrued
interest on a loan by issuing 8,263,250 new ordinary shares of 0.25 pence at a price of 1.11 pence per share.
On 30 May 2018, the Company issued 7,868,130 new ordinary shares of 0.25 pence amounting to €100,000
to its Joint Venture Partner in Miner One Limited at a price of 1.11 pence per share.
On 5 October 2018, the Company issued 1,625,000 new ordinary shares on conversion by two bondholders
of the 2010 7% Bonds (“Bonds”) with a face value of £65,000 (€72,000) at a price of 4.00 pence per share.
On 28 December 2018, convertible bonds with a face value of €2,100,000 plus accrued interest were
converted into 50,992,826 new ordinary shares at a price of 3.76 pence per share.
On 28 December 2018, the Company issued 35,365,389 new ordinary shares as consideration of £278,750
(€309,000) to acquire a 10% interest in PBV Monitor Srl at a price of 0.788 pence per share.
On 31 December 2018, the Company allotted 3,076,923 new ordinary shares of 0.25 pence, £30,000
(€33,000) to Francesco Gardin in settlement of his 2017 remuneration package at a price of 0.975 pence per
share.
Within the year ended 31 December 2018, invoices with a cumulative value of €127,000 were settled by the
issue of new ordinary shares of 0.25 pence at an average price of 0.740 pence per share. €84,000 related
directly to expenses incurred during the issue of new share capital.
55 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
24. 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 Reginald 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 ten 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%
10 years
0.2 pence
The total share-based payment expense recognised in the income statement for the year ended 31 December
2018 in respect of the share options granted was €Nil (2017: €Nil).
Number of
options at
1 Jan 2018
10,000,000
3,000,000
Granted
in the year
−
−
Exercised
in the year
−
−
Cancelled in
the year
−
−
Number of
options at
31 Dec 2018
10,000,000
3,000,000
Exercise
Price, pence
1.25
1.25
Expiry
date
31.07.2020
31.07.2020
13,000,000
−
−
−
13,000,000
Number of
options at
1 Jan 2017
10,000,000
3,000,000
Granted
in the year
−
−
Exercised
in the year
−
−
Cancelled
in the year
−
−
Number of
options at
31 Dec 2017
10,000,000
3,000,000
Exercise
Price, pence
1.25
1.25
Expiry
date
31.07.2020
31.07.2020
13,000,000
−
−
−
13,000,000
The remaining contractual life at 31 December 2018 is 1.5 years (31 December 2017 – 2.5 years).
56 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
25. 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.
Merger
reserve
Revaluation
reserve
€’000
8,325
€’000
2,531
Loan
note
equity
reserve
€’000
533
-
-
-
1,203
(2,531)
-
Group
At 1 January 2017
Issue of convertible
loan notes
Transfer of reserves
At 31 December 2017
and at 1 January 2018
8,325
Transfer of reserves
Movements within
the year
-
11
At 31 December 2018
8,336
-
-
-
-
1,736
(43)
-
Share
option
reserve
Foreign
exchange
reserve
Total
other
reserves
€’000
51
€’000
-
-
-
51
-
-
-
-
-
435
(11)
€’000
11,440
1,203
(2,531)
10,112
392
-
1,693
51
424
10,504
Loan
note
equity
reserve
€’000
533
1,203
-
1,736
(43)
-
Share
option
reserve
Foreign
exchange
reserve
Total
other
reserves
€’000
51
€’000
-
-
-
51
-
-
-
-
-
116
-
€’000
584
1,203
-
1,788
73
-
1,693
51
116
1,861
Merger
reserve
Revaluation
reserve
€’000
-
€’000
-
-
-
-
-
-
-
-
-
-
-
-
-
Company
At 1 January 2017
Issue of convertible
loan notes
Transfer of reserves
At 31 December 2017
and at 1 January 2018
Transfer of reserves
Movements within
the year
At 31 December 2018
57 | P a g e
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
26. Cash used in operations
Clear Leisure plc
Group
2018
€’000
Group
2017
€’000
Company
2018
€’000
Company
2017
€’000
Loss before tax
(3,939)
(1,884)
(1,921)
(1,030)
Renegotiation of zero-coupon bond
-
(421)
Movement in fair value of investments
held for trading
Foreign exchange effect
Loss on disposal of discontinued operations
Finance charges
(Increase) in receivables
(Decrease) in payables
Cash used in operations
(57)
392
-
1,223
2,030
(209)
(560)
77
-
1,821
83
(2,081)
(411)
(2,816)
-
(31)
73
-
284
355
(460)
(1,700)
421
-
-
902
83
(378)
(133)
(977)
27. Discontinued operations
On 1 October 2017 a liquidator was appointed to Mediapolis Srl. This has been accounted for as a disposal of
the Group’s equity interest in Mediapolis.
Net assets of Mediapolis at the date of liquidation
Proceeds of disposal
Disposal proceeds less net assets
Secured debt assigned to Clear Leisure
Amounts paid for assignment of debt
Write down of unsecured debt
Loss on disposal of discontinued operations
2017
€'000
1,798
-
(1,798)
2,678
(1,250)
(402)
(772)
The results of the discontinued operations, which have been included in the consolidated income statement,
were as follows:
Revenue
Expenses
Loss before tax
Loss on disposal of discontinued operations
Net loss attributable to discontinued operations
2017
€'000
63
(1,112)
(1,049)
(772)
(1,821)
58 | P a g e
Clear Leisure plc
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2018 (continued)
28. Operating lease commitments
There were no operating lease commitments at 31 December 2017 and 31 December 2018.
29. Ultimate controlling party
The Group considers that there is no ultimate controlling party.
30. 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.
On 31 December 2018, the Company allotted 3,076,923 new ordinary shares of 0.25 pence to Francesco Gardin
in settlement of his 2017 remuneration package at a price of 0.975 pence per share.
During the year, Metals Analysis Limited, a company in which R Eccles is a Director, charged Clear Leisure Plc
€6,000 (2017: €48,000) for consultancy fees. The amount owed from Metals Analysis Limited at year end is
€3,964 (2017: €14,943 owed to).
The shareholder loan as disclosed in Note 22 ‘Borrowings’ is a loan provided by Eufingest which has a 14.28%
shareholding also has an outstanding loan for €2,440,422.
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.
31. Events after the reporting date
On 29 March 2019, Eufingest SA agreed to extend the repayment of the following unsecured loans from initially
31 December 2018 to 31 March 2019 and then to 30 June 2019. €50,000 & €250,000 as announced on 7
December 2017 and 2 January 2018 respectively. €200,000 as first announced on 3 October 2018. All other
terms and conditions of the Loans remain unchanged.
On 9 November 2018 a full and final settlement has been reached in relation to a legal claim for the sum of
€1,300,000 payable in cash to Clear Leisure plc. In January 2019, the Company received both tranches of the
settlement of £1.15 million (before legal and insurance expenses of nearly £300,000) from the defendants of
the High Court Case.
32. Prior year adjustments
The 2017 Group figures have been restated which incorrectly classified Investments held at a value of €302,000
as other receivables.
59 | P a g e