Company Registration No. 03926192
Clear Leisure plc
Annual Report and Financial
Statements for the year ended
31 December 2019
Clear Leisure plc
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Contents
Company information
Chai(cid:396)ma(cid:374)(cid:859)(cid:400) (cid:400)(cid:410)a(cid:410)eme(cid:374)(cid:410)
Director profiles
Strategic report
Di(cid:396)ec(cid:410)(cid:381)(cid:396)(cid:400)(cid:859) (cid:396)e(cid:393)(cid:381)(cid:396)(cid:410)
I(cid:374)de(cid:393)e(cid:374)de(cid:374)(cid:410) a(cid:437)di(cid:410)(cid:381)(cid:396)(cid:859)(cid:400) (cid:396)e(cid:393)(cid:381)(cid:396)(cid:410) (cid:410)(cid:381) (cid:410)he membe(cid:396)(cid:400) (cid:381)f Clea(cid:396) Lei(cid:400)(cid:437)(cid:396)e Plc 22
Group income statement and statement of comprehensive income 31
Group and Company statements of financial position
Group statement of changes in equity
Company statement of changes in equity
Group and Company statements of cash flows
Notes to the financial statements
32
33
34
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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
2 London Wall Place
Barbican
London
EC2Y 5AU
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
CHAIRMAN(cid:859)S STATEMENT
I am pleased to present the Group’s Final Results for the year ended (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1013).
Overview
Clear Leisure plc
During 2019 the Company focused on assessing new investment opportunities primarily within the technology
sector, whilst continuing to pursue existing legal actions in relation to its historical investee companies (the
“Legacy Assets”); in particular, Fallimento Mediapolis Srl,(“Mediapolis”) Sipiem in Liquidazione SpA (in
liquidation)(“Sipiem”) and Sosushi Company Srl (“Sosushi”). In this regard the strategy has remained to gain
direct control of assets related to the above three companies by acquiring through Clear Leisure 2017 PLC
(“CL(cid:1006)(cid:1004)(cid:1005)(cid:1011)”), a wholly owned subsidiary of the Company, the (cid:934)(cid:1005)(cid:1004).(cid:1012)m legal claim against the previous
management and Internal Audit Committee of Sipiem; a (cid:934)(cid:1006)(cid:1007)(cid:1012),(cid:1004)(cid:1004)(cid:1004) credit due by TLT SpA, the company which
owns the Ondaland water park; and the (cid:934)(cid:1005).(cid:1004)(cid:1007)m action for liability against the previous management of
Sosushi.
Through these actions, the Company has managed to secure control over potential gross assets valued at more
than (cid:934)(cid:1005)(cid:1006) million, valued in these accounts at a fair value of ca (cid:934)(cid:1008).(cid:1008) million.
Within the technology sector the Company acquired 20% of the Italian regulated Crowdfunding platform,
ForCrowd Srl (“ForCrowd”), subscribed to a syndicated senior secured convertible promissory note issued by
the Israeli digital mapping company, Geosim Systems Ltd (“Geosim”); assisted legal database company, PBV
Monitor to launch its online and printed directory services; and gained control of 100% of Miner One Limited
and our investment in the “Cryptocurrencies Data Centre”, which is presently under care and maintenance
waiting for further improvement in the cryptocurrency prices.
The investment in ForCrowd was completed , in October by issuing 54, 218,847 new ordinary shares of
(cid:1004).(cid:1006)(cid:1009)pence each in the Company (“Ordinary Shares”) at a price of (cid:1004).(cid:1007)(cid:1008)(cid:1012)(cid:1006)p per share, as part of a larger
ForCrowd capital increase.
The only other share issue of the year has been of 4,000,000 new Ordinary Shares at price per share of 0.75p to
the Director as part of my 2018 remuneration, as announced on 29 August 2019.
Eufingest SA ((cid:862)Eufingest”), a substantial shareholder in the Company, continued to support the Company
through the provision of loan facilities amounting to (cid:934)(cid:1010)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) and (cid:940)(cid:1007)(cid:1004),(cid:1004)(cid:1004)(cid:1004) in (cid:1006)(cid:1004)(cid:1005)(cid:1013), (cid:934)(cid:1006)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) of which has
been used to refinance on improved terms a 2017 debt to a UK private lender.
With respect to Mediapolis, the Directors closely monitored the bankruptcy procedure which, in June 2020,
resulted in a positive settlement with the receiver, amounting to (cid:934)(cid:1005),(cid:1010)(cid:1010)(cid:1007),(cid:1004)(cid:1004)(cid:1004) payable to Clear Leisure (cid:1006)(cid:1004)(cid:1005)(cid:1011),
comprising a first payment of (cid:934)(cid:1005),(cid:1008)(cid:1012)(cid:1004),(cid:1013)(cid:1007)(cid:1006).(cid:1012)(cid:1006), received during (cid:1006)(cid:1004)(cid:1006)(cid:1004), and a final payment of (cid:934)(cid:1005)(cid:1012)(cid:1006),(cid:1004)(cid:1010)(cid:1011) at the
closure of the bankruptcy process. Moreover, the Company has negotiated and offered the Mediapolis receiver
to acquire the potential legal action against former directors and members of the internal audit committee, for
damages estimated at several million euros.
Financial Review
The group reported a total comprehensive loss of (cid:934)(cid:1005),(cid:1009)(cid:1012)(cid:1008),(cid:1004)(cid:1004)(cid:1004) for the year ended (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1013): ((cid:1006)(cid:1004)(cid:1005)(cid:1012):
(cid:934)(cid:1007),(cid:1011)(cid:1008)(cid:1004),(cid:1004)(cid:1004)(cid:1004)) and a loss before tax of (cid:934)(cid:1005),(cid:1009)(cid:1012)(cid:1008),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1007),(cid:1011)(cid:1008)(cid:1004),(cid:1004)(cid:1004)(cid:1004)). Operating losses for the period were
(cid:934)(cid:1005),(cid:1007)(cid:1012)(cid:1008),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1007),(cid:1008)(cid:1008)(cid:1008),(cid:1004)(cid:1004)(cid:1004)).
The undiluted Net Asset Value (“NAV”) of the Group has decreased by (cid:934)(cid:1005).(cid:1007) million in (cid:1006)(cid:1004)(cid:1005)(cid:1013), compared to an
increase of (cid:934)(cid:1004).(cid:1010) million in (cid:1006)(cid:1004)(cid:1005)(cid:1012). The Group had Net Current Assets of (cid:934)(cid:1006).(cid:1009) million as at (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1013)
((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1010).(cid:1013) million).
Despite sustaining a high level of operational activity, the Company during 2019 managed to cut annual
operating costs, with special regard to Legal and Professional Services. Furthermore, during 2020 the Company
also managed to reduce costs by more than £100,000 through reducing contracted London office space,
related secretarial support and other internal expenses.
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Clear Leisure plc
CHAIRMAN(cid:859)S STATEMENT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Operational Review
During 2019, the operations of the company were:
- Management of the Legacy Assets (mainly regarding Mediapolis, Sipiem and Sosushi).
The Company continued to monitor the bankruptcy process and to request the receipt of the proceeds of
auction sale. Finally, an agreement has been reached in 2020.
Sosushi and Sipiem have no operations, with the exception of managing the action for liability against their
respective previous management teams and, for Sipiem alone, also the previous audit committee. During 2019,
Clear Leisure (via CL(cid:1006)(cid:1004)(cid:1005)(cid:1011)) purchased such claims, valued respectively (cid:934)(cid:1005).(cid:1004)(cid:1007)m and (cid:934)(cid:1005)(cid:1004).(cid:1012)m.
The Company has also been active in preparing its defence and counterclaim case in the UK against Sosushi,
separate from the one aforementioned, which the Company hopes to conclude in a positive manner in 2020.
- Direct Investment activity and management of the technology portfolio.
During the year under review in October 2019, Clear Leisure completed a 20% investment in ForCrowd, a new
Italian crowdfunding platform, by issuing 54,218,847 Ordinary Shares each at a price of 0.3482p per Ordinary
Share.
In the same period, the Company, supported GeoSim by subscribing to a (cid:862)syndicated senior secured
convertible promissory note” issued by Geosim.
Moreover, the Company also managed to obtain 100% control of Miner One Limited and the associated
investment of its cryptocurrency datacenter, and it continues to monitor trends in the cryptocurrency market,
waiting for the right time to relocate the data mining facility from Serbia and resume profitable cryptocurrency
extraction.
Finally, the Company assisted PBV Monitor in relation to the launch of its directories line of business, both
online and printed, whilst the launch of the market intelligence tool recently launched in Q4 of 2020, as
announced on 15 October 2020.
Although there can be no guarantees, the Board maintains a positive outlook on the outcome of these
investments returning value to its stakeholders.
Portfolio Companies
An update on the Group’s portfolio companies at 31 December 2019, is as follows (percentage of equity held is
shown in parenthesis):
GeoSim Systems Ltd (geosimcities.com) (4.53%): is an Israel based company that develops 3D modelling
software. Clear Leisure had confirmation by Geosim 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 (cid:934)(cid:1009)(cid:1013)(cid:1010)k. Geosim has delivered on its project in Asia to build a Digital Twin model of an international
airport despite the inevitable delays due to Covid-19.
PBV Monitor Srl (pbvmonitor.com) (10%): in December 2018 Clear Leisure acquired a 10 per cent interest in
PBV Monitor for a total consideration of (cid:934)(cid:1007)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) paid in new Ordinary Shares at a price of (cid:1004).(cid:1011)(cid:1012)(cid:1012)(cid:1006)p each. PBV
Monitor is an Italian company specialising in the acquisition and dissemination of data for the legal services
industry, utilising proprietary market intelligence tools and dedicated search software. PBV Monitor has
assembled and analysed the activity of over 8,600 law firms worldwide and over 100,000 business lawyers in
100 jurisdictions, producing approximately 43,000 articles that have regularly been published on the Global
Legal Chronicle (https://www.globallegalchronicle.com). Currently, PBV Monitor processes approximately
twelve thousand corporate transactions per year and intends to launch its new Intelligence Search online
service, while continuing its editorial and seminars activity.
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Clear Leisure plc
CHAIRMAN(cid:859)S STATEMENT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Portfolio Companies (continued)
Sipiem SpA (50.17%): is a minority shareholder in T.L.T. SaS and owns a number of real estate assets in Italy,
including a minority stake in the Ondaland Waterpark. It has issued a (cid:934)(cid:1005)(cid:1004).(cid:1012)m action for liability against the
previous management team and audit committee. The claim has been purchased by Clear Leisure 2017.
Mediapolis Srl ((cid:1012)(cid:1008).(cid:1004)(cid:1008)(cid:1081)): Clear Leisure (cid:1006)(cid:1004)(cid:1005)(cid:1011) Ltd, (“CL(cid:1006)(cid:1004)(cid:1005)(cid:1011)”), the wholly owned subsidiary of the Company,
retained the unchallengeable rights to the proceeds of the auction (net of auction fees). In 2020, CL2017
reached a settlement agreement with the receiver in the amount of (cid:934)(cid:1005),(cid:1010)(cid:1010)(cid:1007),(cid:1004)(cid:1004)(cid:1004) payable to CL(cid:1006)(cid:1004)(cid:1005)(cid:1011), with a first
payment of (cid:934)(cid:1005),(cid:1008)(cid:1012)(cid:1004),(cid:1013)(cid:1007)(cid:1006).(cid:1012)(cid:1006) and a final payment of (cid:934)(cid:1005)(cid:1012)(cid:1006),(cid:1004)(cid:1010)(cid:1011) at the closure of the bankruptcy process. Once all
amounts are received, CL2017 will have no further claim against Mediapolis. This represents a very important
milestone in the Company’s life, bringing to a successful conclusion a very complicated issue inherited from the
previous management of the Company.
Clear Leisure 2017 Limited (100%): Clear Leisure 2017 holds the remaining rights on the auction proceeds
(amounting to (cid:934)(cid:1005)(cid:1012)(cid:1006),(cid:1004)(cid:1010)(cid:1011) with (cid:934)(cid:1005),(cid:1008)(cid:1012)(cid:1004),(cid:1013)(cid:1007)(cid:1006).(cid:1012)(cid:1006) having already been paid during (cid:1006)(cid:1004)(cid:1006)(cid:1004)). Once these amounts are
paid, CL2017 will remain the holder of other important assets: the (cid:934)(cid:1005)(cid:1004).(cid:1012)m action for liability vs against Sipiem
previous management and Audit Committee and the (cid:934)(cid:1005).(cid:1004)(cid:1007)(cid:1012)m action for liability against Sosushi previous
management.
Furthermore, as per agreement with the receiver of Mediapolis, CL(cid:1006)(cid:1004)(cid:1005)(cid:1011) has offered (cid:934)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) to buy the action
for liability against the previous management team of Mediapolis. Such an offer will only be accepted by the
receiver and endorsed by a judge, if it will be the better offer at the conclusion of a public bid, by 31 October
2020. The creditor committee has already accepted, in principal, the terms proposed by Clear Leisure.
ForCrowd Srl (ForCrowd.com) (20%): In October 2019 the Company acquired a 20% interest in ForCrowd, an
Italian equity crowdfunding platform based in Milan. The consideration of (cid:934)(cid:1006)(cid:1006)(cid:1005),(cid:1004)(cid:1013)(cid:1004), was settled by the issue of
54,218,847 new Ordinary Shares.
In December 2019, ForCrowd officially launched its crowdfunding platform. Subsequently in early 2020,
despite the Covid pandemic, ForCrowd started the first campaigns (“B(cid:1008) tech” and “Meta Wellness”). The
investment in ForCrowd is part of a strategy of Clear Leisure allowing other portfolio companies to have an
easy access to the crowdfunding resources (e.g. Geosim’s Digital Twins projects), whilst entitling Clear Leisure
to potential revenue streams (1% of funds received by investors on projects introduced and 3% on funds
introduced).
Miner One Limited (100%): In December 2017, the Company announced a first investment in the blockchain
sector, as a 50% Joint Venture ((cid:862)JV”) partner, alongside (cid:1010)(cid:1008)-Bit Limited, in a cryptocurrencies mining data
centre. Clear Leisure invested a nominal amount in 50% of the issued share capital of the Company on that
date, with the other 50% being held by its JV partner 64 Bit Limited. Clear Leisure then advanced an amount of
(cid:934)(cid:1006)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004), half of which was paid by the issue of (cid:1011),(cid:1012)(cid:1010)(cid:1012),(cid:1005)(cid:1007)(cid:1004) new Ordinary Shares at a price of (cid:1005).(cid:1005)(cid:1005)p per share)
and the other half in cash. These were advanced to the 64 Bit Limited as working capital for the construction of
the data centre. The data centre was located in Serbia to benefit from the competitive price of electricity and
became operational in mid-2018. Regrettably, the data centre was placed into (cid:862)care and maintenance”, as
announced on 21 March 2019, due to the sharp decrease in the price of the cryptocurrencies mined.
In August (cid:1006)(cid:1004)(cid:1005)(cid:1013) the Company acquired for (cid:934)(cid:1005) its partner’s 50% to become the 100% owner of the data centre,
after its JV partner acknowledged its mismanagement of the operations, including a wrongful allocation of the
partnership’s resources, mainly during the start-up phase. The data centre currently remains on care and
maintenance although the recent rise in the price of Bitcoin has encouraged the Company to reassess its
options for when and where it recommences production.
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CHAIRMAN(cid:859)S STATEMENT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Portfolio Companies (continued)
Clear Leisure plc
Eufingest SA continued its financial support of the Company providing a new loan facility of (cid:934)(cid:1005)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004), whilst
extending the maturity of all existing loans to 30 September 2020, as announced on 18 February 2020.
Post-Balance Sheet Events
On 18 February 2020, the Company entered into a new unsecured loan facility agreement with Eufingest SA,
for a further (cid:934)(cid:1005)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) at an interest rate of (cid:1006),(cid:1009)(cid:1081) per annum repayable on (cid:1007)(cid:1004) June (cid:1006)(cid:1004)(cid:1006)(cid:1004).
Following the receipt of the first Mediapolis tranche, Clear Leisure repaid to Eufingest the principal amount of
(cid:934)(cid:1009)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) plus interest accrued on such loans of (cid:934)(cid:1005)(cid:1005),(cid:1005)(cid:1009)(cid:1011). In addition, on (cid:1009) October (cid:1006)(cid:1004)(cid:1006)(cid:1004), the Eufingest loans,
totaling (cid:934)(cid:1007),(cid:1007)(cid:1011)(cid:1009),(cid:1004)(cid:1004)(cid:1004) and (cid:940)(cid:1007)(cid:1004),(cid:1004)(cid:1004)(cid:1004) had their repayment date extended to (cid:1007)(cid:1005) October (cid:1006)(cid:1004)(cid:1006)(cid:1004).
The subsidiaries operations have been strongly impacted by the COVID pandemic, delaying the launch of new
projects and slowing the expected revenue stream. Clear Leisure has been supportive with its portfolio
companies, assisting as much possible in this difficult period. Unfortunately, the progress of the claims has
been delayed (especially in Italy) due to the Courts being closed during the national Lockdown.
In this context, the Company engaged Sapphire Capital Partners LLP, an FCA registered entity, to act as the
Investment Manager in a proposed Enterprise Investment Scheme Fund (“EIS” fund) launched together with
Clear Leisure, acting as Investment Manager. The fund will seek to invest in companies which focus on the
integration of biological and digital systems.
On (cid:1005) October (cid:1006)(cid:1004)(cid:1006)(cid:1004), the Company’s shares were temporarily suspended from trading after announcing that the
Company was unable to publish its audited annual report and accounts for the year ended 31 December 2019
due to the Accounting and Audit work in respect of the these items remaining ongoing. This delay was caused
by historical issues in the accounting of transactions in different foreign currencies alongside the valuation of
key assets and liabilities. These have now been resolved, and as outlined in Note 27, the financial statements
have been restated to reflect these changes.
Outlook
The Board remains committed to return value to its stakeholders by
i)
ii)
iii)
managing of the legacy portfolio assets, where positive outcomes are expected from claims of the
Company,
continuing with its investment strategy in the technology sector (both in direct and indirect
manner)
further reduction of the debt position (if and when the conditions are deemed appropriate).
The board remains positive as the technology investments are deemed sound and promising, and
the legal claims have strong merit with counterparts that are expected to be solvent.
Francesco Gardin
Chairman
16 October 2020
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DIRECTORS(cid:859) PROFILES
Francesco Gardin
Chief Executive Officer & Chairman
Clear Leisure plc
Francesco Gardin, 65, 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, 74, 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 (cid:1005)(cid:1013)(cid:1011)(cid:1013), 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.
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STRATEGIC REPORT
Clear Leisure plc
The Directors present their Strategic Report on Clear Leisure plc and its subsidiary undertakings (“the Group")
for the year ended 31 December 2019.
Review of the business and developments during the year
During 2019 the Company entered into a number of debt facilities 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; the Company’s current costs; and to refinance at better
terms an outstanding loan from a UK private lender. The debt facilities were as follows:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
In June, (cid:934)(cid:1006)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) from Eufingest, bearing (cid:1006).(cid:1009)(cid:1081) annual interest, repayable any time before (cid:1007)(cid:1005)
December 2019.
In July, (cid:934)(cid:1006)(cid:1009)0,000 from Eufingest, bearing 2.5% annual interest, repayable any time before 30
September 2019. During the year, the maturity was deferred to 31 December 2019.
In July, (cid:934)(cid:1005)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) and (cid:940)(cid:1007)(cid:1004),(cid:1004)(cid:1004)(cid:1004) from Eufingest, bearing (cid:1006).(cid:1009)(cid:1081) annual interest, repayable any time before
31 December 2019.
In December, the Company agreed with Eufingest to extend the maturity of all loans expiring within
2019 to 28 April 2020 (all of which have subsequently extended during 2020).
With regard to new CLP Ordinary shares issued during the year:
(cid:120)
(cid:120)
In August, the Company issued 4,000,000 new Ordinary Shares to Francesco Gardin at a price per
share of 0.75p in settlement of that part of his 2018 remuneration payable through the issue of
Ordinary Shares.
In October, the Company issued 54,218,847 new Ordinary Shares at a price of 0.3482p per share to
ForCrowd, in consideration of a 20% investment in ForCrowd’s Capital.
With regard to the Company’s technological portfolio:
(cid:120)
In March, Geosim was awarded two important contracts to produce its unique 3D maps of the
Terminal 1 of Hong Kong International Airport and of a segment of downtown LA. In August,
subsequent to this development, Clear Leisure elected to subscribe US$50,000 for GeoSim’s new
US$750,000 syndicated senior secured promissory note ((cid:862)Promissory Note”) which carries an
embedded conversion call.
(cid:120) By March, PBV Monitor had already started its operating activity signing important media
partnerships with leading Italian publishers to market online and printed directories to Italian law
firms consulting on real estate, banking & finance and private equity deals. In October, PBV Monitor
signed a publishing contract, also with Class Editori SpA, the second largest Italian financial publishing
group, listed on the Milan Stock Exchange. In the meantime, PBV continued developing the marketing
intelligence tool.
(cid:120) In August, the Company signed an agreement with its Joint Venture partner, 64bit Ltd (after the
acknowledgement, by the latter, of mismanagement of the Joint Venture operations, including a
wrongful allocation of the partnership’s resources, mainly during the start-up phase ), whereby the
partner agreed to sell its 50% holding in Miner One Limited and its investment in the cryptocurrencies
data centre for the price of (cid:934)(cid:1005), including the pro rata assignment of the Bitcoins and Litecoins mined
to date. Clear Leisure now owns 100% Miner One Limited and the cryptocurrencies data centre. The
cryptocurrencies data centre remained under (cid:862)care and maintenance” in Serbia.
In October, Clear Leisure acquired the 20% interest in ForCrowd Srl, a new Italian equity crowdfunding
platform based in Milan. The consideration of £188,709 has been settled by the issue of 54,218,847 new
ordinary shares of 0.25 pence each at a price of 0.3482p per share. In December ForCrowd officially launched
its crowdfunding platform.
6 | P a g e
STRATEGIC REPORT (continued)
With regard to the Company’s Legacy Assets and the related legal claims:
Clear Leisure plc
(cid:120)
(cid:120)
(cid:120)
(cid:120)
In August, Clear Leisure 2017, holding a first charge on Mediapolis’ land officially requested the
transfer of the proceeds from the auction held in 2018 (net of administrative costs). A difficult
negotiation with the receiver was successfully concluded in 2020.
In September, Clear Leisure 2017 entered into a binding agreement with Sipiem SpA buying the
(cid:934)(cid:1005)(cid:1004).(cid:1012)m legal action against the former Sipiem directors, which was filed in the Italian courts on (cid:1006)(cid:1010)
February (cid:1006)(cid:1004)(cid:1005)(cid:1013). The agreement also includes a (cid:934)(cid:1006)(cid:1007)(cid:1012),(cid:1004)(cid:1004)(cid:1004) credit due to Sipiem by TLT SpA the parent
company of the Ondaland waterpark. Under the terms the agreement, CL(cid:1006)(cid:1004)(cid:1005)(cid:1011) has paid (cid:934)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) to
Sipiem to acquire the legal action from Sipiem. CL2017 will bear all legal costs going forward, capped
at (cid:934)(cid:1007)(cid:1009),(cid:1004)(cid:1004)(cid:1004). CL(cid:1006)(cid:1004)(cid:1005)(cid:1011) will receive (cid:1011)(cid:1004)(cid:1081) of any monies recovered should the ruling go in favour of the
plaintiff (CL2017). The law firm acting on behalf of CL2017 will receive a small contingency fee, based
on funds received from the defendants, to be paid on a successful outcome. Sipiem will receive 30% of
any funds received. The first hearing, originally planned for the 6 November, was postponed to
February 2020.
In October, Clear Leisure 2017 Ltd entered into a binding agreement with Sosushi Company Srl to buy
the (cid:934)(cid:1005).(cid:1004)(cid:1007)m legal action against former Sosushi directors. The legal action originated when Sosushi’s
liquidator filed a claim against Sosushi’s previous executive management team for fraud and
mismanagement. The first court hearing was held at the Bologna Court on 4 July 2019. Under the
terms of the agreement, CL2017 has paid (cid:934)(cid:1005)(cid:1004),(cid:1004)(cid:1004)(cid:1004) to Sosushi by reducing part of Clear Leisure’s
current shareholder loan. CL2017 will bear all legal costs which are currently estimated by the
directors to be (cid:934)(cid:1006)(cid:1004),(cid:1004)(cid:1004)(cid:1004). CL(cid:1006)(cid:1004)(cid:1005)(cid:1011) will receive (cid:1013)(cid:1004)(cid:1081) of any monies recovered should the ruling go in
favour of the claimant. The law firm acting on behalf of CL2017 will receive a small contingency fee,
based on funds received from the defendants, to be paid on a successful outcome.
In October, following the acquisition of Sipiem and Sosushi claims, CL2017 became the owner of all
the material Italian legal claims representing the historical assets of the Company (Fallimento
Mediapolis Srl, Sipiem SpA in liquidation and Sosushi). This structure is deemed to be more effective
for ring-fencing the litigations in one single vehicle under UK legal jurisdiction.
Sale of investments
The Company did not dispose of any assets during 2019 (2018: nil).
Section 172(1) Statement (cid:884) Promotion of the Company for the benefit of members as a whole:
The Directors believe they have acted in the way they considered in good faith, that would most likely to
promote the success of the Company for the benefit of its members as a whole, as required by s172 of the
Companies Act 2006, and in doing so have had regard to:
(cid:120) the likely consequences of any decision in the long term;
(cid:120) The need to act fairly between the members of the Company;
(cid:120) The desirability of maintaining the Company’s reputation for high standards of business conduct;
(cid:120) Consider the interests of the Company’s employees;
(cid:120) The need to foster the Company’s relationships with suppliers, customers and others; and
(cid:120) the impact of the Company’s operations on the community and the environment.
In order to fulfil their duties under section 172, and promote the success of the Group for the benefit of all its
stakeholders, the directors need to ensure that the they not only acts in accordance with the legal duties but
also engage with, and have regard for, all its stakeholders when taking decisions. The Group has a number of
key stakeholders that it is committed to maintaining a strong relationship with. Understanding the Group’s
stakeholders and how they and their interests will impact on the strategy and success of the Group over the
long term is a key factor in the decisions that the Board make.
7 | P a g e
STRATEGIC REPORT (continued)
Clear Leisure plc
Shareholders The promotion of the success of the Group is ultimately for the benefit of the Company’s
shareholders who provide the Company’s permanent capital. As a company listed on the AIM Market of the
London Stock Exchange, the Company is responsible for ensuring that it is aware of shareholder needs and
expectations. The Directors attach great importance to maintaining good relationships with all of its
shareholders and interested parties and seeks to ensure that they have access to correct and adequate
information in a timely fashion. The Directors are aware that as stakeholders, its shareholders play a vital role
in the fabric of the Company and therefore regularly engages in dialogue with the Company’s shareholders and
is available for meetings with institutional and major shareholders following the release of the Group’s Annual
and Interim Results. The Directors welcome all shareholders to make contact with the Company and provide
any feedback or comments that they may have, and contact details are available on the Company’s website.
The Company’s Annual General Meeting is also an important opportunity for shareholders to meet and engage
with Directors and ask questions on the Company and its performance.
Employees Our employees are key to the success of the Group and recruiting, retaining and developing our
team is one of the Group’s most important priorities. The Directors expect a high standard of integrity and
accountability from the Group’s employees. In return, they reward and incentivise the staff on the basis of
merit, ability and performance. Employee engagement is a key factor of this performance and the Directors
encourage an open communication forum amongst all members of staff, aided by the Group’s small size and
relatively flat hierarchical structure. The Directors are committed to promoting diversity and equal
opportunities and consider the Group to be a supportive employer, providing training and development where
required.
Response to the Covid-19 outbreak The focus of the Directors since the Covid-19 outbreak has been on
keeping the employees and their families safe. In accordance with the government lockdown restrictions, all
employees have been working from home and have been provided with the technology and equipment to do
so, where required. Ensuring staff engagement and wellbeing at this difficult time has been of particular
importance, and the Directors have ensured that regular departmental calls and online meetings have
continued to take place during lockdown.
Investee Companies Engagement with the Group’s portfolio of investee companies is critical to delivering the
Company’s long-term strategy of delivering shareholder return. Whilst the Group does not involve itself in the
day to day operations of its investee companies, it does retain formal oversight by being part of the board of
each investee.
Regulatory Bodies Although the Company is not itself directly regulated, it operates within a regulated
environment (e.g. AIM rules) and therefore actively engages with various regulatory bodies and advisory firms
to ensure that compliance standards are maintained and that the Company continues to act with the high
standards of business conduct that have established its reputation thus far.
Suppliers and Advisors The Company’s suppliers and advisors are integral to the day to day operation of the
Group. Relationships with suppliers are carefully managed to ensure that the Group is always obtaining value
for money. The Group seeks to ensure that good relationships are maintained with its suppliers and advisors
through regular contact and the prompt payment of invoices.
Other stakeholders and the wider community The Directors are committed to ensuring that none of its
activities have a detrimental impact on the wider community and the environment. The Group actively
encourages its employees to participate in charitable work and community projects.
Decision making and section 172 of the Companies Act 2006 The Group’s primary strategy is to deliver
shareholder value. The key driver of this growth is the investment of the Group’s resources into businesses
with experienced management teams that have excellent growth potential and where the Group can offer its
expertise and add value to. During the year, the Group continued to fund its existing portfolio of investee
companies as well as provide investment into a new investee company. Historically the Group has used funds
from past realisations and external fundraising to fund future opportunities both within its current portfolio
and to new investments.
8 | P a g e
Clear Leisure plc
STRATEGIC REPORT (continued)
Board changes
On 22 July 2019, Mr Reg Eccles was re-elected as Director of the Company.
Events after the reporting date
During the first 9 months of 2020, the Company has been involved in the following:
Eufingest Loans:
(cid:120)
(cid:120)
(cid:120)
In February, (cid:934)(cid:1005)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) from Eufingest, bearing (cid:1006).(cid:1009)(cid:1081) annual interest, repayable any time before (cid:1007)(cid:1004)
June 2020.
In June, the Company agreed with Eufingest to extend the maturity of all outstanding loans 30
September 2020. This was subsequently extended in October to 31 October 2020.
In August, a principal amount of (cid:934)(cid:1009)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) and interest of (cid:934)(cid:1005)(cid:1005),(cid:1005)(cid:1009)(cid:1011), have been repaid by the Company
to Eufingest.
The historic Portfolio and the related legal claims:
(cid:120)
In February, the first hearing in respect of the legal action against the former directors of Sipiem SpA
was held in the Venice Court. Legal representatives of all parties involved in the claim appeared in
Court, including the legal representatives of two insurance companies which have provided
professional indemnity cover to the majority of the eight defendants. The insurance documents seen
by the Directors indicate that, for this specific case, the professional insurance cover is (cid:934)(cid:1005),(cid:1004)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) per
year, per insurance company. Therefore, (cid:934)(cid:1006),(cid:1004)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) per year of cover has been provided. The judge
has set deadlines for the submissions of further documents and reconvened the parties for the second
hearing on 6 May 2020. The second hearing has then been rescheduled to 30 September 2020 as a
result of the Covid-19 pandemic, when the Judge appointed an independent expert to assess the
value of the damages of the claim.
(cid:120) In June, Clear Leisure 2017 reached an agreement with the Mediapolis Receiver regarding the transfer
of the Mediapolis sales proceeds. Under the terms of the agreement an amount of (cid:934)(cid:1005),(cid:1010)(cid:1010)(cid:1007),(cid:1004)(cid:1004)(cid:1004) is
payable to CL2017. As part of the agreement, CL 2017 is in a bidding process with the receiver to buy
Mediapolis’s rights to a potential claim against former Mediapolis directors and members of its
internal audit committee, which has yet to be served. The exact amount of the claim is yet to be
determined. Additionally, under Italian bankruptcy law, 20% of the auction proceeds must be kept in
escrow by the Receiver until the closing of the bankruptcy process. The first payment to CL 2017, paid
in August (cid:1006)(cid:1004)(cid:1006)(cid:1004), was agreed to be (cid:934)(cid:1005),(cid:1008)(cid:1012)(cid:1004),(cid:1013)(cid:1007)(cid:1007) whilst the second and final payment of (cid:934)(cid:1005)(cid:1012)(cid:1006),(cid:1004)(cid:1010)(cid:1011) (less
(cid:934)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) if the potential claims mentioned above are assigned to CL (cid:1006)(cid:1004)(cid:1005)(cid:1011)) will be made to CL 2017 at
the end of the bankruptcy procedure.
The technology portfolio:
(cid:120)
In January, PBV Monitor, received an investment of (cid:934)(cid:1007)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) from an Italian investment company.
The investment comprises an investment of (cid:934)(cid:1005)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) in PBV equity and a (cid:934)(cid:1005)50,000 subscription for a
PBV 18-month convertible loan note. To maintain its holding in PBV at 10%, CL 2017 subscribed to
(cid:934)(cid:1005)(cid:1009),(cid:1004)(cid:1004)(cid:1004) in PBV equity and (cid:934)(cid:1005)(cid:1009),(cid:1004)(cid:1004)(cid:1004) in the PBV convertible.
(cid:120) In February, ForCrowd launched its first campaign, followed up by a second one in July.
9 | P a g e
STRATEGIC REPORT (continued)
Other new Technology Investment Initiatives:
Clear Leisure plc
(cid:120)
In August, Clear Leisure entered into the early stages of launching a new investment initiative focused
on high growth technology companies. The Company has engaged Sapphire Capital Partners LLP, an
FCA approved and regulated investment management partnership, to act as the Investment Manager
to establish and manage an EIS fund aimed at professional and qualifying retail investors. The
proposed fund will seek to invest in companies which focus on the integration of biological and digital
systems.
Principal Risks and Uncertainties
The Group's investments as at 31 December 2019 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 received a liquidity injection during the year under analysis (mainly due to the second tranche of a
settlement agreement) but the Directors consider that the amounts will unlikely be sufficient to meet
operating expenditure over the next 12 months and as such further funds will likely be required to pursue the
Company strategy and meet the day-to-day operations of the Group. This is covered further in the Going
concern section of this report and Note 3 to the financial statements.
Ke(cid:455) (cid:393)e(cid:396)f(cid:381)(cid:396)ma(cid:374)ce i(cid:374)dica(cid:410)(cid:381)(cid:396)(cid:400) (cid:894)(cid:862)k(cid:393)i(cid:859)(cid:400)(cid:863)(cid:895)
The key performance indicators are set out below:
Net asset value
Closing share price
Market capitalisation
Assessment of business risk
31 December
2019
((cid:934)(cid:1005),(cid:1005)(cid:1004)(cid:1007),(cid:1004)(cid:1004)(cid:1004))
31 December
2018 Change %
(590%)
(cid:934)(cid:1006)(cid:1006)(cid:1009),(cid:1004)(cid:1004)(cid:1004)
0.30p
0.770p
(61%)
(cid:934)(cid:1006),(cid:1007)(cid:1008)(cid:1006),(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:1007),(cid:1013)(cid:1010)(cid:1007),(cid:1004)(cid:1004)(cid:1004)
(41%)
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:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
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 20 to the financial statements.
Results for the year and dividends
The loss for the year was (cid:934)(cid:1005),(cid:1009)(cid:1012)(cid:1008),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): loss of (cid:934)(cid:1007),(cid:1011)(cid:1008)(cid:1004),(cid:1004)(cid:1004)(cid:1004)). Since the Group does not have any
distributable reserves, the Directors are unable to recommend the payment of a dividend.
10 | P a g e
Clear Leisure plc
STRATEGIC REPORT (continued)
Going concern
The Group’s activities generated a loss of (cid:934)(cid:1005),(cid:1009)(cid:1012)(cid:1008),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1007),740,000) and had net current assets of
(cid:934)(cid:1006),(cid:1008)(cid:1009)(cid:1012),(cid:1004)(cid:1004)(cid:1004) as at (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1013) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): net current assets of (cid:934)(cid:1010),(cid:1013)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004)). 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
dependent 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.
In relation to the impact of COVID-19 on the Company, the Company's employees can carry out their duties
remotely, via the network infrastructure in place. As a result, there was no disruption to the operational
activities of the Company during the COVID-19 social distancing and working from home restrictions. All key
business functions continue to operate at normal capacity.
Notwithstanding the above, the Directors note the material uncertainty in relation to the Group being unable
to realise its assets and discharge its liabilities in the normal course of business.
By order of the Board.
Francesco Gardin
Director
16 October 2020
11 | P a g e
DIRECTORS(cid:859) REPORT
Clear Leisure plc
The Directors present their report together with the audited financial statements for the year ended
31 December 2019.
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 5.
The board comprised the following directors who served throughout the year and up to the date of this report
save where disclosed otherwise beside their name:
Francesco Gardin
Reginald Eccles
Di(cid:396)ec(cid:410)(cid:381)(cid:396)(cid:400)(cid:859) i(cid:374)(cid:410)e(cid:396)e(cid:400)(cid:410)(cid:400)
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 2019 and 31 December 2018 were as follows:
Directors
31 December 2019
(0.25p ordinary shares)
Holding
%
31 December 2018
(0.25p ordinary shares)
Francesco Gardin
12,437,078
2.05%
8,437,078
The closing market price of the Clear Leisure new ordinary shares of 0.25p each at 31 December 2019 was
0.30p and the highest and lowest closing prices during the year were 0.750p and 0.170p respectively.
On 29 August 2019, 4,000,000 new ordinary shares of 0.25 pence per share were issued to Francesco Gardin at
a price of 0.75 pence per share, in settlement of part of his 2018 remuneration. Other than this, there have
been no changes in the Directors’ interests for the year ended 31 December 2019.
Remuneration
Remuneration receivable by each Director during the year was as follows:
2019
Board fees
2019
Remuneration
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
-
-
-
42
134
176
2019
Total
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
42
134
176
2018
Total
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
45
294*
339
Executive Directors
Reginald Eccles
Francesco Gardin
Total
*Of which £30,000 paid in Ordinary Shares.
12 | P a g e
Clear Leisure plc
None of the Directors had any pension entitlement.
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Di(cid:396)ec(cid:410)(cid:381)(cid:396)(cid:400)(cid:859) i(cid:374)(cid:410)e(cid:396)e(cid:400)(cid:410)(cid:400) i(cid:374) share options and warrants
At 31 December 2019 the Directors had the following interest in share options or warrants in the Company:
- On 31 July 2015 Francesco Gardin was awarded 10,000,000 stock options at a strike price of 1.25p to
be exercised within five years.
- On 31 July 2015 Reginald Eccles was awarded 3,000,000 stock options at a strike price of 1.25p to be
exercised within five years.
All former share option plans had lapsed and no options were exercised in any of the last three financial years.
Significant shareholders
As at 25 September 2020, 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:
EUFINGEST
Number of Ordinary Shares
86,279,102
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
86,255,837
REDMAYNE (NOMINEES) LIMITED
79,020,800
HARGREAVES LANSDOWN (NOMINEES) LIMITED
74,103,650
VIDACONS NOMINEE LIMITED
43,824,486
FORCROWD
40,718,847
HSDL NOMINEES LIMITED
39,033,880
LUKE JOHNSON
AN IDEA LIVES ON LTD
25,000,000
22,321,429
SECURITIES SERVICES NOMINEE LIMITED
21,916,703
%
13.03%
13.02%
11.93%
11.19%
6.62%
6.15%
5.89%
3.77%
3.37%
3.31%
13 | P a g e
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Clear Leisure plc
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.
QCA Code Recommendation
Principle 1
Application by the Company
Establish a strategy and business model which
promote long-term value for shareholders
(cid:120)
(cid:120)
(cid:120)
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.
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 and the
UK. The focus of the management is to pursue the
mone(cid:410)i(cid:400)a(cid:410)ion of all of (cid:410)he Compan(cid:455)(cid:859)(cid:400) e(cid:454)isting assets,
through selected realisations, court-led recoveries 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.
A more de(cid:410)ailed e(cid:454)plana(cid:410)ion of (cid:410)he Compan(cid:455)(cid:859)(cid:400) (cid:400)(cid:410)ra(cid:410)eg(cid:455) i(cid:400)
(cid:400)e(cid:410) o(cid:437)(cid:410) in (cid:410)he preface of (cid:410)he Compan(cid:455)(cid:859)(cid:400) Ann(cid:437)al Repor(cid:410)(cid:400)
and business updates released to the market which are
a(cid:448)ailable on (cid:410)he Compan(cid:455)(cid:859)(cid:400) (cid:449)eb(cid:400)i(cid:410)e in (cid:410)he Reg(cid:437)la(cid:410)or(cid:455)
News section.
Principle 2
Seek to understand and meet shareholder needs
and expectations
(cid:120)
(cid:120)
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.
The Company endeavours to maintain a dialogue and
institutional shareholders
keep both private and
informed through its public announcements and its
corporate website.
sent Annual Reports and all
Shareholders are
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 against each resolution after 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
Compan(cid:455)(cid:859)(cid:400) Financial PR ad(cid:448)i(cid:400)or(cid:853) Leander PR or (cid:410)he
Compan(cid:455)(cid:859)(cid:400) broker(cid:853) SP Angel Corpora(cid:410)e Finance LLP(cid:856)
Leander PR is responsible for the public relations of the
Company, which includes assistance in the preparation of
public announcements and liaison with the press.
14 | P a g e
Clear Leisure plc
The Board
i(cid:400) re(cid:400)pon(cid:400)ible for (cid:410)he Compan(cid:455)(cid:859)(cid:400) p(cid:437)blic
announcements to the market and where appropriate
(cid:410)ake(cid:400) ad(cid:448)ice from (cid:410)he Compan(cid:455)(cid:859)(cid:400) ad(cid:448)i(cid:400)or(cid:400) in re(cid:400)pec(cid:410) of
(cid:410)heir prepara(cid:410)ion and
reg(cid:437)la(cid:410)or(cid:455)
requirements.
(cid:410)he Compan(cid:455)(cid:859)(cid:400)
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, employees, advisors, business partners,
regulators and the wider society.
The Company holds formal and informal meetings, to
iden(cid:410)if(cid:455) bo(cid:410)h in(cid:410)ernal and e(cid:454)(cid:410)ernal (cid:400)(cid:410)akeholder(cid:400)(cid:859) need(cid:400)(cid:853)
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 time decide to make charitable
donations.
The Company works closely with its advisors to ensure it
meets its listing obligations as well as the social, legal,
religious and cultural requirements of the countries in
which it operates.
The Company is exposed to a variety of risks that result
from its investing activities. A detailed explanation of the
Board(cid:859)(cid:400) managemen(cid:410) of each ri(cid:400)k i(cid:400) o(cid:437)(cid:410)lined in (cid:410)he
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
responsible
identification,
The Board
assessment and management of such risks. In assessing
(cid:410)he ri(cid:400)k(cid:400)(cid:853) (cid:410)he Board
i(cid:400) a(cid:400)(cid:400)i(cid:400)(cid:410)ed b(cid:455) (cid:410)he Compan(cid:455)(cid:859)(cid:400)
advisors.
the
for
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Principle 2 (continued)
Principle 3
Take into account wider stakeholder and social
responsibilities and their implications for long-
term success
(cid:120)
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.
(cid:120) 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.
(cid:120)
Principle 4
Embed effective risk management, considering
both opportunities and threats, throughout the
organisation
(cid:120)
(cid:120)
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
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Principle 5
Maintain
balanced team led by the chair
the board as a well-functioning,
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
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
fulfil their roles.
Clear Leisure plc
Clear Lei(cid:400)(cid:437)re plc(cid:859)(cid:400) Board of Direc(cid:410)or(cid:400) i(cid:400) compri(cid:400)ed of Prof
Francesco Gardin as Chairman and Chief Executive
Officer (cid:894)(cid:862)CEO(cid:863)(cid:895)(cid:856) Mr Reginald Eccles is the independent
Non-executive Director of the Company, while Mr. James
Douglas Gordon acts as Company Secretary.
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
Compan(cid:455)(cid:853) along(cid:400)ide Prof Gardin(cid:859)(cid:400) kno(cid:449)ledge of pa(cid:400)(cid:410) and
present complex
impacting on the
legal matters
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-
the
executive directors. The Board will consider
appointment of additional non-executive directors as the
Gro(cid:437)p(cid:859)(cid:400) (cid:400)cale and comple(cid:454)i(cid:410)(cid:455) gro(cid:449)(cid:400)(cid:856)
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 independent Directors of
individual operating companies.
16 | P a g e
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Principle 6
Clear Leisure plc
Ensure that between them the directors have the
necessary up-to-date experience, skills and
capabilities
Biographies and expertise of the Directors are available
on bo(cid:410)h (cid:410)he Compan(cid:455)(cid:859)(cid:400) (cid:449)eb(cid:400)i(cid:410)e (cid:894)in (cid:410)he Board of Direc(cid:410)or(cid:400)
section) and the Annual Reports.
In matters related to company
depends upon the legal expertise of its legal advisers.
law, the Company
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.
technology and
The Direc(cid:410)or(cid:400)(cid:859) backgro(cid:437)nd and e(cid:454)perience g(cid:437)aran(cid:410)ee
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-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 o(cid:437)(cid:410) in(cid:410)ernall(cid:455) gi(cid:448)en (cid:410)he Compan(cid:455)(cid:859)(cid:400) c(cid:437)rren(cid:410) (cid:400)i(cid:460)e(cid:853)
However, the Board will keep this under review and may
consider independent external evaluation reviews in due
course as the Company grows.
Independent Non-executive Director chairs the
The
Remuneration Committee and
for
assessing and for evaluating the effectiveness of the
Executive Director (including determination of any
annual bonus) by reference to the performance of the
Company. This review takes place every six months.
responsible
is
(cid:120)
(cid:120)
(cid:120)
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.
Principle 7
Evaluate board performance based on clear and
relevant
continuous
improvement
objectives,
seeking
(cid:120)
(cid:120)
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 directors or the wider
senior management team.
17 | P a g e
Clear Leisure plc
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
Compan(cid:455)(cid:859)(cid:400) corpora(cid:410)e go(cid:448)ernance (cid:400)(cid:410)r(cid:437)c(cid:410)(cid:437)re(cid:400) and
processes, and maintains that these will evolve over
(cid:410)ime(cid:853) in line (cid:449)i(cid:410)h (cid:410)he Compan(cid:455)(cid:859)(cid:400) gro(cid:449)(cid:410)h 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 behaviours is an asset and
provides 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 responsible manner, treating its
employees, business partners and wider stakeholders
with equal courtesy and respect at all times.
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Principle 7 (continued)
(cid:120)
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.
Principle 8
Promote a corporate culture that is based on
ethical values and behaviours
(cid:120)
(cid:120)
(cid:120)
(cid:120)
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.
18 | P a g e
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Principle 9
Maintain governance structures and processes
that are fit for purpose and support good
decision-making by the board
(cid:120)
(cid:120)
o
o
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.
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
The Board is responsible for maintaining the corporate
governance structure that is appropriate to its corporate
culture and business growth.
In maintaining the
governance structure, the Board works closely with its
Nominated Advisor.
The Executive Director is responsible for running the
business and implementing the decisions and policies of
the Board. The Board is also responsible for ensuring the
Compan(cid:455)(cid:859)(cid:400) comm(cid:437)nica(cid:410)ion (cid:449)i(cid:410)h (cid:400)hareholder(cid:400) i(cid:400) (cid:410)imel(cid:455)(cid:853)
informative and accurate with due regard to regulatory
requirements.
The Non-Executive Director was appointed not only to
provide
constructive
challenge to the Executive Director but also chosen to
provide strategic advice and guidance.
independent oversight and
The Board is supported by the Audit Committee, and the
Remuneration Committee.
is
The Audit Committee meets twice a year and
responsible
for dealing with accounting matters,
ensuring the independence of the external auditors,
financial reporting and internal controls. 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.
19 | P a g e
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
Principle 10
Communicate how the company is governed and
is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
(cid:120)
(cid:120)
(cid:120)
o
o
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:
the communication of shareholders’ views to
the board; and
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
The Chairman is responsible for maintaining a dialogue
with shareholders and the financial markets, including
the financial press. The Company communicates with
shareholders through the Annual Report and half-year
accounts, announcements to the stock market and at its
Annual General Meeting.
The AIM R(cid:437)le (cid:1006)(cid:1010) (cid:400)ec(cid:410)ion of (cid:410)he Compan(cid:455)(cid:859)(cid:400) (cid:449)eb(cid:400)i(cid:410)e
provides all required regulatory information as well as
additional information shareholders may find helpful.
Historical company announcements, annual reports and
circulars of Annual General Meeting are available on the
Compan(cid:455)(cid:859)(cid:400) (cid:449)eb(cid:400)i(cid:410)e in (cid:410)he Ann(cid:437)al Repor(cid:410) and Circ(cid:437)lar(cid:400)
and Regulatory News section.
Results of shareholder meetings will be publicly
announced through the regulatory system and displayed
on (cid:410)he Compan(cid:455)(cid:859)(cid:400) (cid:449)eb(cid:400)i(cid:410)e (cid:449)i(cid:410)h (cid:400)(cid:437)i(cid:410)able e(cid:454)plana(cid:410)ion(cid:400) of
any actions undertaken as a result of any significant
votes against resolutions.
Information on
the various Board
Committees and other relevant information are included
in (cid:410)he Compan(cid:455)(cid:859)(cid:400) Ann(cid:437)al Repor(cid:410)(cid:856)
the work of
20 | P a g e
Clear Leisure plc
DIRECTORS(cid:859) REPORT (cid:894)c(cid:381)(cid:374)(cid:410)i(cid:374)(cid:437)ed(cid:895)
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 elected to prepare 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:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
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 (cid:1006)(cid:1010) 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:
(cid:120)
(cid:120)
so far as that director is aware there is no relevant audit information of which the Group’s auditor is
unaware; and
that director has taken all steps that the director ought to have taken as a director to make himself
aware of any relevant audit information and to establish that the Group’s auditor is aware of that
information.
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
16 October 2020
21 | P a g e
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
Clear Leisure plc
1. Our Qualified Opinion
We have audited the financial statements of Clear Leisure plc for (the parent) and its subsidiaries (the group)
the year ended 31 December 2019.
The financial statements that we have audited comprise:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
Group statement of comprehensive income
Group and Company statement of financial position
Consolidated statement of changes in equity
Company statement of changes in equity
Group and Company statement of cashflows
Notes 1 to 27 of the financial statements, including the 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 matters described in the Basis for qualified opinion
section:
(cid:120)
(cid:120)
(cid:120)
the financial statements give a true and fair view of the state of the Group’s and of the parent
company’s affairs as at (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1013) and the Group’s loss for the year then ended;
the financial statements have been properly prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union; and
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.
2. Basis for qualified opinion
Investment in GeoSim Systems
The investment disclosed in note 15 in relation to GeoSim Systems Ltd for an amount of (cid:934)(cid:1009)(cid:1013)(cid:1010),(cid:1004)(cid:1008)(cid:1009) has been
accounted for at fair value by the Directors. The measurement of fair value by the directors is based on the
share price of another share placement of the investee that took place 18 months before the year end. In our
opinion the valuation technique used by the directors does not provide a reliable measurement of the fair
value of the investment in GeoSim Systems Ltd at the reporting date. As the investee is a company that is still
in the course of establishing itself, an income approach, in isolation or combined with a cost approach, could
have been used to estimate the fair value of the investment in accordance with IFRS 13 Fair Value
Measurement. We were unable, via our audit procedures, to obtain sufficient and appropriate audit evidence
about the carrying amount of the investment in GeoSim Systems Ltd and, consequently we were unable to
determine whether any adjustment to that amount was necessary.
Convertible loans
The current borrowings disclosed in note (cid:1005)(cid:1013) include (cid:934)(cid:1007),(cid:1011)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1007),(cid:1004)(cid:1010)(cid:1013),(cid:1004)(cid:1004)(cid:1004)) convertible loans and
(cid:934)(cid:1008),(cid:1010)(cid:1011)(cid:1012),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1008),(cid:1009)(cid:1006)(cid:1013),(cid:1004)(cid:1004)(cid:1004)) zero rate convertible bond (cid:1006)(cid:1004)(cid:1005)(cid:1009) loans that were issued. Both loans have been
accounted for as debt whereas these are hybrid financial instruments and part of the proceeds received by the
group include an equity component which should be included in equity. We have reviewed the terms of both
loans and concluded that they are hybrid financial instruments that comprised a financial liability host contract
and conversion option that is an embedded derivative. Additionally, the company should have assessed
whether the conversion option should have been separated from the loans and accounted at fair value as a
derivative. The directors decided not to revisit the accounting treatment of those financial instruments and we
were unable, via our audit procedures, to quantify precisely the financial effects of the erroneous treatment on
the carrying amount of the convertible loans.
22 | P a g e
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(Continued)
Clear Leisure plc
Mediapolis Investment S.A. and Alntiak S.A.
As outlined in note 15, the group has not consolidated the subsidiary undertakings Mediapolis Investment S.A.
and Alntiak S.A. as the directors consider their inclusion to be immaterial to the consolidated financial
statements. Although the subsidiaries have been inactive for a number of years, the information that we have
obtained in the course of our audit indicates that they have outstanding liabilities that prevent their winding
up. The omission of these liabilities may be material to the consolidated financial statements. However, as no
financial information was prepared for the two subsidiaries, we were unable to obtain sufficient appropriate
audit evidence about the financial effect of their non-consolidation and to determine whether any material
adjustment was necessary.
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 Financial Statements section of our report. We are independent of the Company 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 listed entities, and we have fulfilled our ethical responsibilities in
accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion.
3. Material uncertainty regarding going concern
We draw your attention to note 3 in the financial statements which states that the group incurred substantial
losses during the year and that the Group’s operational existence is still dependent on the ability to raise
further funding either through an equity placing, or through other external sources of finance. The impact of
this together with other matters set out in the note, indicate that a material uncertainty exists that may cast
significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
(cid:934)(cid:1011)(cid:1004),(cid:1004)(cid:1004)(cid:1004)
1% of total assets
(cid:934)(cid:1006)(cid:1004),(cid:1004)(cid:1004)(cid:1004) 1% of total assets
(cid:120)
(cid:120)
(cid:120)
(cid:120)
Incorrect application of the foreign currency accounting standards
requirements
Contingencies and completeness of litigations & claims
Investments Valuation
Accuracy of Accounting for Group Entities
Overview
Materiality
Group
Company
Key audit matters
Group
23 | P a g e
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(Continued)
Clear Leisure plc
4. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those matters 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 and, as required for listed entities, our results from those procedures. These
matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters
described in the Basis for Qualified Opinion section we have determined the matters described below to be key
audit matters to be communicated in our report.
Incorrect application of the foreign currency accounting standards requirements
The Risk
Our response
The group has a presentational
and functional currency of Euros
and all subsidiaries share this
same
and
presentational
functional currency. In accordance
with
is
required to translate transactions
in foreign currency in Euros using
the date of the transaction or
closing rate for monetary items.
IAS 21 the company
We uncovered this fundamental legacy issue at a late stage of the audit
and as such undertook the following items to respond to the risk.
We reassessed the risk connected to this matter and concluded that it
was pervasive and as such a significant risk impacting the whole
financial statements was required.
We performed additional procedures on the accounting system,
including consolidation, and delayed sign off of the audit to respond to
the shortcomings identified.
As a result, there should be no
reserves on
foreign exchange
consolidation.
We assessed the ability of the client’s accountant to apply the foreign
exchange requirement and produce adequate accounting records from
the information recorded in the bookkeeping system.
We requested management to revise their legacy procedures and
modify foreign exchange workings, dating back to the original change in
system in 2017.
We audited substantively the changes by way of analytical procedures
and test of details.
We concluded on the matter on the basis of the evidence obtained and
required restatement of the financial statements for the prior period.
We assessed whether the appropriate disclosures regarding the nature
of the restatement has been adequately disclosed in the financial
statements.
the
and
that
following a
including Euros
During the 2019 audit process, we
the underlying
identified
accounting records for the parent
company
group’s
subsidiaries were maintained in
GBP and converted from other
into
currencies
GBP
in
accounting system in 2017. This
led to issues in the accounting
processes and controls over the
consolidation, which resulted in
foreign exchange gains and losses
being recognised on balances
denominated in Euros where no
change to the Euro balance had
occurred.
change
in
This was considered significant
deficiency
the accounting
system and control environment
this resulted in a pervasive risk of
material misstatement across the
whole financial statements.
24 | P a g e
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(Continued)
Clear Leisure plc
Result of our procedures
We concluded that, whilst the underlying accounting system issue has not been rectified, the appropriate
corrections to the prior year and current year financial figures had been undertaken appropriately with the
material misstatements corrected and disclosed in line with accounting standards.
Contingencies and existence of assets subject to litigation claims
The Risk
Our response
claims
litigation
The group is actively engaged in
to
ongoing
recover receivables advanced and
investments made, as well as
contingent damages for breach of
contract, where the group expects
significant
economic
future
benefits.
of
initial
The group is required to assess
subsequent
the
and
measurement
the
recoverability of receivables and
other
and
investments
proceeds of its claims in view of
the
IFRS 9
Financial Instruments and IAS 37
Provisions, Contingent Liabilities
and Contingent Assets.
requirements of
the
We reviewed the significant judgements adopted by management in
its
respect of assets subject to
consistency with the requirements of IFRS 9 and IAS 37.
litigation claims and assessed
We reviewed and discussed each claim with management and
understood their basis for the treatment of each claim.
We tested managements calculations as to the value of any claim
amount and tested the key inputs to confirmations from external legal
advisers and versus similar historical claims where the group has been
successful.
We considered the presentation and measurement of the assets under
litigation.
We assessed whether the appropriate disclosures regarding the nature
of the claims has been adequately disclosed in the financial statements.
Some of the claims are yet to be
the courts and
concluded
judgement
significant
require
from management.
in
The risk exists that the outcome
of these claims are not assessed
appropriately and that rights and
obligations do not exist to the
extent that the corresponding
assets are recognised.
Result of our procedures
We concluded that the assets recognised in relation to litigation claims were appropriately substantiated
and measured in the financial statements.
25 | P a g e
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(Continued)
Clear Leisure plc
Investment Valuation (other than in relation to Geosim Systems Ltd)
The Risk
Our response
Current assets investments in the
financial
are
measured at fair value through
profit or loss.
statements
Our procedures included assessing each investment against the fair
value measurement criteria of IFRS 13 and determining the inputs to
valuation techniques used by management to measure fair value. We
concluded that all investments were classified as Level 3 investments.
investment
are
The
group’s
investments
primarily Level 3
Fair Value
under
13
IFRS
Measurement,
their
as
measurement is primarily based
on unobservable inputs as they
are not traded in active markets.
We then reviewed the Directors’ detailed assessment of the fair value
of each investment and assessed the methods, data and significant
assumptions used in the valuation.
We considered whether the valuation produced by the Directors to
estimate the fair of the investments were reasonable in the context of
the evidence available.
and
these
Therefore,
investments
involve
significant
judgements
this
from management
increases the risk of a material
misstatement.
Result of our procedures
We concluded that the fair value measurement of the current investments, with the exception of Geosim
Systems outlined in our basis of qualified opinion section, was reasonable in view of the requirements of
IFRS 13 and the available information.
26 | P a g e
Clear Leisure plc
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(Continued)
Accuracy of Accounting for Group Entities (other than in relation to Alnitak S.A. and Mediapolis
Investment S.A.)
The Risk
Our response
Clear Leisure Plc is required to
financial
consolidated
prepare
the
that
statements
entities
in
it
accordance with the requirements
of IFRS 10 Consolidated Financial
Statements.
include
controls
that
Our procedures included an assessment of each investment held by the
group in other entities against the definition of control set out in IFRS
10.
We sought to establish whether the investment resulted in control of
the entity by
third-party
relevant
documentation about the various entities and by enquiries of the
Group’s management and advisers.
internal and
reviewing
We also obtained the latest available financial information for all the
investments and assessed the conclusions of the Directors about the
inclusion of the various entities set out in Note 15.
There is a risk that entities have
been omitted from the Groups
consolidated
and
therefore have been accounted
for incorrectly.
accounts
If 'control' exists over an entity, in
accordance with the definition in
IFRS 10, and this has not been
consolidated, the group accounts
may be materially misstated.
The Group has shareholdings in
inactive,
dormant,
several
liquidated
in-liquidation
and
entities that might need to be
consolidated
the group
into
accounts.
Result of our procedures
We concluded that the entities meeting the definition of control by the Group were consolidated in
accordance with IFRS 10, with the exception of Alnitak S.A. and Mediapolis Investment S.A., as outlined in
our basis of qualified opinion section.
5. Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that would
change or influence the economic decision of a reasonably knowledgeable person. Materiality is used in
planning the scope of our work, executing that work and evaluating the results.
Materiality in respect of the group was set at (cid:934)(cid:1011)(cid:1004),(cid:1004)(cid:1004)(cid:1004) and for the parent company was (cid:934)(cid:1006)(cid:1004),(cid:1004)(cid:1004)(cid:1004) which was
determined based on 1% of total assets.
6. An overview of the scope of our audit
The group consists of three reporting components all of which were considered to be significant components
of the group, Clear Leisure Plc, Clear Leisure 2017 Limited and Brainspark Associates Limited. The significant
components were subjected to full scope audits for the purposes of our audit report on the group financial
statements.
27 | P a g e
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(Continued)
Clear Leisure plc
7. Capability of the audit in detecting irregularities, including fraud
As part of our audit we identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, and then design and perform audit procedures responsive to those risks,
including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to
posting inappropriate journal entries to both reduce costs and inflate operating profit, and management bias in
accounting estimates.
Audit procedures performed by the engagement team included, but were not limited to:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
Obtaining an understanding of the legal and regulatory frameworks that the group and company
operates in, focusing on those laws and regulations that had a direct effect on the financial
statements. The key laws and regulations we considered in this context included UK Companies Act,
AIM regulations and applicable tax legislation. In addition, we considered compliance with the UK
Bribery Act and employee legislation, as fundamental to the group and company’s operations;
Discussing among the engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud;
Discussions with group and company management and the audit committee, including consideration
of known or suspected instances of non-compliance with laws and regulations and fraud;
Enquiring of the audit committee concerning actual and potential litigation and claims;
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect
irregularities;
Assessment of matters reported on the group and company’s whistleblowing helpline and the results
of management’s investigation of such matters;
Reading key correspondence with regulatory authorities such as the Financial Reporting Council; and
Challenging assumptions and judgements made by management in their significant accounting
estimates, in particular with respect to the classification and measurement of the convertible loan
notes.
There are inherent limitations in the audit procedures described above and the further removed non-
compliance with laws and regulations is from the events and transactions reflected in the financial statements,
the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members including internal specialists and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
We did not identify any key audit matters relating to irregularities, including fraud.
28 | P a g e
Clear Leisure plc
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(Continued)
8. We have nothing to report on the other information in the Annual Report
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 of 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 financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the 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 in the 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.
Strategic report and directors report
In our opinion, based on the work undertaken in the course of the audit:
(cid:120)
(cid:120)
the information given in the strategic report and the directors’ report for the financial year for which
the 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.
9. Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
Arising solely from the limitation on the scope of our work relating to GeoSystems Ltd and Mediapolis
Investment S.A. and Alntiak S.A. referred to above:
(cid:120)
we have not obtained all the information and explanations that we considered necessary for the
purpose of our audit.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires is to report to you if, in our opinion:
(cid:120)
(cid:120)
(cid:120)
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received by branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns; or
certain disclosures of directors’ remuneration specified by law are not made.
29 | P a g e
INDEPENDENT AUDITOR(cid:859)S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC
(Continued)
Clear Leisure plc
10. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the 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 financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’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 company or to cease operations,
or have no realistic alternative but to do so.
11. A(cid:437)di(cid:410)(cid:381)(cid:396)(cid:859)(cid:400) (cid:396)e(cid:400)(cid:393)(cid:381)(cid:374)(cid:400)ibili(cid:410)ie(cid:400) f(cid:381)(cid:396) (cid:410)he a(cid:437)di(cid:410) (cid:381)f (cid:410)he fi(cid:374)a(cid:374)cial (cid:400)(cid:410)a(cid:410)eme(cid:374)(cid:410)(cid:400)
Our objectives are to obtain reasonable assurance about whether the 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 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: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
12. Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act (cid:1006)(cid:1004)(cid:1004)(cid:1010). Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
Andrew Moyser FCA FCCA
(Senior Statutory Auditor)
for and on behalf of MHA MacIntyre Hudson
Chartered Accountants and Statutory Auditor
London
16 October 2020
30 | P a g e
Clear Leisure plc
GROUP INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
Continuing operations
Revenue
Administration expenses
Exceptional items
Operating loss
Finance charges
Loss before tax
Tax
Note
7
8
9
13
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
13
13
(1,397)
-
(1,384)
(200)
(1,584)
-
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
12
12
(3,822)
366
(3,444)
(296)
(3,740)
-
Loss from continuing operations
(1,584)
(3,740)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(1,584)
(3,740)
Earnings per share:
Basic and fully diluted loss per share (cents)
14
(cid:894)(cid:934)(cid:1004)(cid:856)(cid:1004)(cid:1004)(cid:1007)(cid:895)
((cid:934)(cid:1004).(cid:1004)(cid:1004)(cid:1012))
The accounting policies and notes form part of these financial statements.
31 | P a g e
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
Clear Leisure plc
Non-current assets
Investments
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Total current liabilities
Notes
15,16
16
17
18
19
Group
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
1,117
1,117
6,604
-
6,604
Group
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
923
923
7,485
267
7,752
Company
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
521
521
1,493
-
1,493
Company
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
340
340
1,396
267
1,663
7,721
8,675
2,014
2,003
(396)
(3,750)
(4,146)
(509)
(343)
(852)
(339)
(3,750)
(4,089)
(255)
(343)
(598)
Net current assets/(liabilities)
2,458
6,900
(2,596)
1,065
Total assets less current liabilities
3,575
7,823
(2,075)
1,405
Non-current liabilities
Borrowings
Total non-current liabilities
19
(4,678)
(4,678)
(7,598)
(7,598)
(4,678)
(4,678)
(7,598)
(7,598)
Total liabilities
(8,824)
(8,450)
(8,767)
(8,196)
Net (liabilities)/assets
(1,103)
225
(6,753)
(6,193)
Equity
Share capital
Share premium account
Other reserves
Retained losses
21
21
23
7,397
47,124
8,376
(64,000)
7,227
47,038
8,376
(62,416)
7,397
47,124
51
(61,325)
7,227
47,038
51
(60,509)
Total equity
(1,103)
225
(6,753)
(6,193)
An income statement for the parent company is not presented in accordance with the exemption allowed by
S(cid:1008)(cid:1004)(cid:1012) of the Companies Act (cid:1006)(cid:1004)(cid:1004)(cid:1010). The parent company’s comprehensive loss for the financial year amounted to
(cid:934)(cid:1012)(cid:1005)(cid:1010),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1005)(cid:1004),(cid:1008)(cid:1008)(cid:1011),(cid:1004)(cid:1004)(cid:1004)). The accounting policies and notes form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 16 October
2020, on its behalf by:
Francesco Gardin
Director Company Number 03926192
32 | P a g e
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
Clear Leisure plc
Group
At 1 January 2018
Prior period adjustment
At 1 January 2018 (Restated)
Total comprehensive loss
for the year
Issue of shares
Share issue costs
Transfer between reserves
Share
capital
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
Share
premium
account
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
6,412
43,563
6,412
43,563
-
815
-
-
3,559
(84)
At 31 December 2018 (Restated)
7,227
47,038
Total comprehensive loss
for the year
Issue of shares
-
170
-
86
Other
reserves
Retained
losses
Total
equity
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
10,112
(1,693)
8,419
-
-
-
(43)
8,376
-
-
(58,887)
168
(58,719)
(3,740)
-
-
43
(62,416)
1,200
(1,525)
(325)
(3,740)
4,374
(84)
-
225
(1,584)
(1,584)
-
256
At 31 December 2019
7,397
47,124
8,376
(64,000)
(1,103)
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
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 and items of other
comprehensive income not accumulated in another separate reserve.
consist of three reserves, as detailed in Note 23, see below:
relates to the difference in consideration and nominal value of shares
issued during a merger and the fair value of assets transferred in an
acquisition of 90% or more of the share capital of another entity.
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.
The accounting policies and notes form part of these financial statements.
33 | P a g e
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
Clear Leisure plc
Company
At 1 January 2018
Prior period adjustment
At 1 January 2018 (Restated)
Total comprehensive loss
for the year
Issue of shares
Share issue costs
Transfer between reserves
At 31 December 2018 (Restated)
Total comprehensive loss
for the year
Issue of shares
Share
capital
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
Share
premium
account
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
Other
reserves
Retained
losses
Total
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
6,412
43,563
6,412
43,563
1,787
(1,693)
94
(50,273)
168
(50,105)
1,489
(1,525)
(36)
-
815
-
-
3,559
(84)
7,227
47,038
-
170
-
86
-
-
-
(43)
51
-
-
51
(10,447)
(10,447)
-
-
43
(60,509)
(816)
4,374
(84)
-
(6,193)
(816)
-
256
(61,325)
(6,753)
At 31 December 2019
7,397
47,124
The following describes the nature and purpose of each reserve:
Share capital
Share premium
Retained losses
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 and items of other
comprehensive income not accumulated in another separate reserve.
Other reserves
consist of two reserves, as detailed in Note 23, see below:
Loan note equity reserve
Share option reserve
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.
The accounting policies and notes form part of these financial statements.
34 | P a g e
Clear Leisure plc
GROUP AND COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
31 DECEMBER 2019
Note
Group
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
Group
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
Company
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
Company
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
Cash used in operations
Loss before tax
Fair value changes in investments
Finance charges
Decrease /(increase) in receivables
(Decrease) /increase in payables
(1,584)
(3,740)
(816)
(10,447)
27
200
882
(78)
-
296
2,187
(174)
40
200
(95)
118
8,571
291
570
(421)
Net cash outflow from operating activities
(553)
(1,431)
(553)
(1,436)
Cash flows from investing activities
Purchase of investments
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds of issue of shares
Proceeds from borrowing
Interest paid
Net cash inflow from financing activities
15
21
-
-
-
291
(5)
286
-
-
1,303
407
(12)
1,698
-
-
-
291
(5)
286
-
-
1,303
407
(7)
1,703
Net (decrease)/increase in cash for the
year
Cash and cash equivalents at beginning of
year
(267)
267
(267)
267
267
-
267
-
Cash and cash equivalents at end of year
17
-
267
-
267
The accounting policies and notes form part of these financial statements.
35 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
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.
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 as modified by the
revaluation of assets and liabilities held at fair value.
The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Group’s
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated Financial Statements are disclosed in Note 3.
The Consolidated Financial Statements are presented in Euros ((cid:934)), the presentational and functional currency,
rounded to the nearest (cid:934)’(cid:1004)(cid:1004)(cid:1004).
New standards, amendments and interpretations adopted by the Group and Company
The Group and Company have applied the following new and amended standards for the first time for its
annual reporting period commencing 1 January 2019:
(cid:120)
(cid:120)
(cid:120)
IFRS 16 Leases
Annual improvements to IFRS Standards 2015-2017 Cycle
Interpretation (cid:1006)(cid:1007) ‘Uncertainty over Income Tax Treatments’
These new and amended standards have not had a material effect on the Group and Company financial
statements.
36| P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
2. Accounting policies (continued)
New standards, amendments and interpretations not yet adopted
As at the date of approval of these financial statements, the following standards were in issue but not yet
effective. These standards have not been adopted early by the Company as they are not expected to have a
material impact on the financial statements other than requiring additional disclosure or alternative
presentation.
IFRS 3
Amendment - Definition of a Business
IFRS 7, IFRS 9, IAS 39
Amendment - Interest Rate Benchmark Reforms
IFRS 17
IAS 1, IAS 8
IAS 1
Insurance Contracts
Amendment - Definition of Material
Amendment - Correction of Liabilities as Current and Non-Current
Effective date
(period) beginning
on or after
01/01/2020
01/01/2020
01/01/2021
01/01/2020
01/01/2022
The International Financial Reporting Interpretations Committee has also issued interpretations which the
Company does not consider will have a significant impact on the financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company 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.
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.
37 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
2. Accounting policies (continued)
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:
(cid:120)
(cid:120)
(cid:120)
deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are
recognised and measured in accordance with lAS12 Income Taxes and lAS19 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.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for impairment.
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.
38 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
2. Accounting policies (continued)
Clear Leisure plc
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.
Financial instruments
Classification and measurement
The Company classifies its financial assets into the following categories: those to be measured subsequently at
fair value 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 20. 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 profit or loss (FVPL)
The classification applies to the following financial assets. In all cases, transaction costs are immediately
expensed to the income statement.
(cid:120) 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.
39 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
2. Accounting policies (continued)
(cid:120) 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.
(cid:120) 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 with maturities of three months or less from inception.
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 IFRS(cid:1013), 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.
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 costs
Borrowing costs are recognised in profit or loss in the period in which they are incurred.
40 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
2. Accounting policies (continued)
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.
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.
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.
(cid:120)
(cid:120)
(cid:120)
(cid:120)
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.
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.
41 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
3. Critical accounting judgements and key sources of estimation uncertainty (continued)
Clear Leisure plc
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. The nature of these assumptions and the
estimation uncertainty as a result is outlined in Note 15, along with sensitivities in Note 20.
Going Concern
The Group’s activities generated a loss of (cid:934)(cid:1005),(cid:1009)(cid:1012)(cid:1008),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1007),(cid:1011)(cid:1008)(cid:1004),(cid:1004)(cid:1004)(cid:1004)) and had net current assets of
(cid:934)(cid:1006),(cid:1008)(cid:1009)(cid:1012),(cid:1004)(cid:1004)(cid:1004) as at (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1013) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): net current assets of (cid:934)(cid:1010),(cid:1013)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004)). 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.
In relation to the impact of COVID-19 on the Company, the Company's employees can carry out their duties
remotely, via the network infrastructure in place. As a result, there was no disruption to the operational
activities of the Company during the COVID-19 social distancing and working from home restrictions. All key
business functions continue to operate at normal capacity.
Notwithstanding the above, the Directors note the material uncertainty in relation to the Group being unable
to realise its assets and discharge its liabilities in the normal course of business.
4. Segment information
The Directors are of the opinion that under IFRS 8 - "operating segment" there are no identifiable business
segments that are subject to risks and returns different to the core business of investment management. The
information reported to the Directors, for the purposes of resource allocation and assessment of performance
is based wholly on the overall activities of the Group. Therefore, the Directors have determined that there is
only one reportable segment under IFRS 8.
The Group has not generated a material level of income and has no major customers.
42 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
5. Staff costs
Staff costs during the period including directors comprise:
Wages and salaries
Social security costs and pension contributions
6. Di(cid:396)ec(cid:410)(cid:381)(cid:396)(cid:400)(cid:859) Em(cid:381)l(cid:437)me(cid:374)(cid:410)(cid:400)
Aggregate emoluments
Clear Leisure plc
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
2018
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
277
5
282
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
176
176
458
12
470
2018
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
339
339
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
Impairment of assets
Legal claim
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
176
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
339
106
337
64
240
474
-
1,397
131
705
70
327
155
2,095
3,822
In September (cid:1006)(cid:1004)(cid:1005)(cid:1013), the Group entered into a binding agreement with Sipiem SpA (“Sipiem”) to buy the
(cid:934)(cid:1005)(cid:1004).(cid:1012)m legal action against the former Sipiem directors, which was filed in the Italian courts on (cid:1006)(cid:1010) February
(cid:1006)(cid:1004)(cid:1005)(cid:1013). The agreement also includes a (cid:934)(cid:1006)(cid:1007)(cid:1012),(cid:1004)(cid:1004)(cid:1004) credit due to Sipiem by TLT SpA (“TLT”), the parent company
of the Ondaland waterpark. Clear Leisure is a 50.17% shareholder of Sipiem, whilst Sipiem owns a small stake
in TLT SpA. The legal action originated when Sipiem’s liquidator filed a claim against Sipiem’s previous
executive management team and internal audit committee for fraud and mismanagement.
Under the terms the agreement, the Company’s subsidiary Clear Leisure (cid:1006)(cid:1004)(cid:1005)(cid:1011) Limited (“CL(cid:1006)(cid:1004)(cid:1005)(cid:1011)”) has paid
(cid:934)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) to Sipiem to acquire the legal action from Sipiem and CL2017 will bear all legal costs going forward,
which have been capped at (cid:934)(cid:1007)(cid:1009),(cid:1004)(cid:1004)(cid:1004). CL(cid:1006)(cid:1004)(cid:1005)(cid:1011) will receive (cid:1011)(cid:1004)(cid:1081) of any monies recovered should the ruling go in
favour of the plaintiff (CL2017).
43 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
8. Exceptional items
Claim settlement
Impairment of syndicated loans
Clear Leisure plc
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
-
-
-
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
1,300
(934)
366
On 9 November 2018 a full and final settlement had been reached in relation to a legal claim for the sum of
(cid:934)(cid:1005),(cid:1007)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) payable in cash to Clear Leisure plc. Following impairment of syndicated loans of (cid:934)(cid:1013)(cid:1007)(cid:1008),(cid:1004)(cid:1004)(cid:1004) net
exceptional items were (cid:934)(cid:1007)(cid:1010)(cid:1010),(cid:1004)(cid:1004)(cid:1004).
In the 2018 financial statements, the income received from the claim was disclosed below the Operating Loss
line. In the 2019 financial statements, the comparatives have been restated to disclose this income above
the Operating Loss line in the Group Income Statement.
9. Finance charges
Interest on convertible bonds
Interest on other loans
Irrecoverable VAT
Bank fees & revaluations
10. A(cid:437)di(cid:410)(cid:381)(cid:396)(cid:859)(cid:400) (cid:396)em(cid:437)(cid:374)e(cid:396)a(cid:410)i(cid:381)(cid:374)
G(cid:396)(cid:381)(cid:437)(cid:393) A(cid:437)di(cid:410)(cid:381)(cid:396)(cid:859)(cid:400) (cid:396)em(cid:437)(cid:374)e(cid:396)a(cid:410)i(cid:381)(cid:374)(cid:855)
Fees payable to the Group’s auditor for the audit of the Company and
consolidated financial statements:
Non audit services:
Other services (tax)
S(cid:437)b(cid:400)idia(cid:396)(cid:455) A(cid:437)di(cid:410)(cid:381)(cid:396)(cid:859)(cid:400) (cid:396)em(cid:437)(cid:374)e(cid:396)a(cid:410)i(cid:381)(cid:374)
Other services pursuant to legislation
11. Employee numbers
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
195
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
284
-
-
5
6
6
-
200
296
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
35
-
10
45
35
-
10
45
2019
Number
2018
Number
The a(cid:448)e(cid:396)age (cid:374)(cid:437)mbe(cid:396) (cid:381)f C(cid:381)m(cid:393)a(cid:374)(cid:455)(cid:859)(cid:400) em(cid:393)l(cid:381)(cid:455)ee(cid:400)(cid:853) i(cid:374)cl(cid:437)di(cid:374)g di(cid:396)ec(cid:410)(cid:381)(cid:396)(cid:400) d(cid:437)(cid:396)i(cid:374)g (cid:410)he
period was as follows:
Management and administration
4
4
44 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
12. Company income statement
An income statement for Clear Leisure plc is not presented in accordance with the exemption allowed by
Section (cid:1008)(cid:1004)(cid:1012) of the Companies Act (cid:1006)(cid:1004)(cid:1004)(cid:1010). The parent company’s comprehensive loss for the financial year
amounted to (cid:934)(cid:1012)(cid:1005)(cid:1010),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1005)(cid:1004),(cid:1008)(cid:1008)(cid:1011),(cid:1004)(cid:1004)(cid:1004)).
13. Taxation
Current taxation
Deferred taxation
Tax charge for the year
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
2018
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
-
-
-
-
-
-
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 (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1013) amount
to approximately (cid:934)(cid:1006)(cid:1006) million ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1006)(cid:1005) million) and (cid:934)(cid:1013) million ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1013) million) respectively.
The standard rate of tax for the current year, based on the UK effective rate of corporation tax is 19% (2018:
19%). 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
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
(1,584)
(3,740)
(301)
(711)
-
-
301
-
2
-
709
-
45 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
14. 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:
Profit/
(Loss)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
2019
Weighted
average no.
of shares
(cid:1004)(cid:1004)(cid:1004)’s
Per share
Amount
Euro
2018 (restated)
Weighted
average no.
of shares
(cid:1004)(cid:1004)(cid:1004)’s
Profit/
(Loss)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
Per share
Amount
Euro
Basic and fully diluted earnings per share
Continuing operations
Total operations
(1,584)
(1,584)
618,891
618,891
(cid:894)(cid:934)(cid:1004)(cid:856)(cid:1004)(cid:1004)(cid:1007)(cid:895)
(cid:894)(cid:934)(cid:1004)(cid:856)(cid:1004)(cid:1004)(cid:1007)(cid:895)
(3,740)
(3,740)
468,986
468,986
((cid:934)(cid:1004).(cid:1004)(cid:1004)(cid:1012))
((cid:934)(cid:1004).(cid:1004)(cid:1004)(cid:1012))
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 2019 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.
15. Investments
The significant entities for which the Group owns shares, including the parent company, held at 31 December
2019 were as follows:
Group Companies
Ownership Country
Company Status
Clear Leisure PLC
100.00%
Brainspark Associates Ltd 100.00%
100.00%
Clear Leisure 2017 Ltd
UK
UK
UK
Milan Digital Twin Ltd
100.00%
UK
London Digital Twin Ltd
100.00%
UK
Clear Holiday Srl
100.00%
Italy
100.00%
100.00%
Miner One
Alnitak S.A
Mediapolis Investment
71.72%
S.A
Sosushi Company Srl
99.30%
Fallimento Mediapolis Srl 84.04%
73.40%
ORH S.P.A
52.00%
Birdland Srl
50.17%
Sipiem S.P.A
36.94%
Bibop Srl
20.00%
ForCrowd Srl
10.00%
PBV Monitor
4.53%
Geosim Systems
15.05%
Beni Immobili Srl
0.25%
TLT S.P.A
UK
Luxemburg
Luxemburg
Italy
Italy
Italy
Italy
Italy
Italy
Italy
Italy
Israel
Italy
Italy
Parent Company
Trading
Trading
Incorporated in
2019
Incorporated in
2019
Dormant/
Inactive
Dormant
Inactive
Inactive
In liquidation
Liquidated
Liquidated
In liquidation
In liquidation
Liquidated
Investment
Investment
Investment
Investment
Investment
46 | P a g e
Net
Assets/(Liabilities)
(cid:934)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(6,753)
(669)
36,245
Date of
latest
accounts
2019
2019
2019
Treatment
Consolidated
Consolidated
Consolidated
Nil
Nil
10
-
(8)
(6,648)
654
1,204
1,718
(288)
645
(211)
74
166
(330)
14
(2,476)
N/A
Consolidated
N/A
2014
2018
2014
2010
2013
2016
2012
2016
2014
2017
2018
2019
2018
2014
2016
Consolidated
Not Consolidated
Consolidated
Not Consolidated
Not Consolidated
Not Consolidated
Not Consolidated
Not Consolidated
Not Consolidated
Not Consolidated
No fair value
Held at fair value
Held at fair value
Held at fair value
No fair value
No fair value
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
15.
Investments (continued)
Clear Leisure plc
The directors have assessed the group’s interests in other entities on an individual basis and come to the
overall conclusions as detailed in the table below. Please see the note narrative for additional information on
an entity by entity basis.
Clear Leisure PLC
This entity is the UK based group parent and has therefore been included in the consolidation.
Brainspark Associates Limited
This entity is a 100% owned UK incorporated subsidiary of Clear Leisure PLC and has been included in the
consolidation.
Clear Leisure 2017 Limited
This entity is a 100% owned UK incorporated subsidiary of Clear Leisure PLC and has been included in the
consolidation.
Milan Digital Twin Limited
This entity is a 100% owned UK company which has been incorporated on 30 December 2019 with its first
accounts made up to 31 December 2020. This entity only includes unpaid share capital and has not begun
operating. It has been included in the consolidation with an overall impact of nil.
London Digital Twin Limited
This entity is a 100% owned UK company which has been incorporated on 30 December 2019 with its first
accounts made up to 31 December 2020. This entity only includes unpaid share capital and has not begun
operating. It has been included in the consolidation with an overall impact of nil.
Clear Holiday Srl
Clear Holiday Srl is a 100% owned subsidiary of the group incorporated in Italy. However, this entity has not
been consolidated on the basis that it is immaterial to the group financial statements. The balances held within
the company are not with external third parties and therefore the overall impact on the accounts would be
trivial.
Miner One Limited
Miner One Limited is a UK based entity, which was initially set up as a 50% joint venture with 64Bit. During the
year, the other 50% shareholding has been acquired from the partner and now it is 100% owned. The entity
itself was initially set up with the hope of transferring certain assets, notably a data centre located in Serbia
into its possession. However, due to disputes with the previous joint venture partner this did not materialise.
In 2019 this entity remained dormant and did not trade during the year. This entity only includes unpaid share
capital and has not begun operating, it has been included in the consolidation with an overall impact of nil.
Alnitak S.A
Alnitak S.A is a 100% owned subsidiary incorporated in Luxemburg. The company itself is inactive, being kept
registered mainly because of a claim filed by the former sole Director. The initial ruling, after losing the case in
the first instance has been appealed by Alnitak S.A, but is similar to another claim previously won by Clear
Leisure in the Rome court where all legal costs were settled by the claimant.
Although the entity is inactive, there is no active management in Luxemburg and therefore Clear Leisure has
also had difficulty formally liquidating the company. The net liability position of Alnitak S.A is immaterial to the
group and the balances are largely internal. Therefore, the non-consolidation of this entity is deemed to be
immaterial to the group.
Mediapolis Investment S.A
Mediapolis Investment S.A is a 71.72% owned subsidiary incorporated in Luxemburg. The company itself is
inactive and is not trading. Previous management failed to pay accountants and local directors for the previous
six years and no financial statements have been filed for over seven years. Although this entity is inactive and
47 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
15.
Investments (continued)
Clear Leisure plc
71.72% of the shares are held by the group, there is no active management in Luxemburg, and this has led to a
difficulty in finalizing a liquidation.
The most recent accounts available were produced in 2010 and the main asset held by the entity is the
investment of 13% of the capital in another former group company, Fallimento Mediapolis Srl, which has been
liquidated. This investment is carried at approximately EUR6.6m and has been impaired to nil. Therefore, the
non-consolidation of this entity is deemed to be immaterial to the group.
Sosushi Company Srl
Sosushi Company Srl is a 99.3% owned entity incorporated in Italy. The company is in the process of liquidation
and will be liquidated once certain ongoing legal matters have been resolved. No accounts have been
approved for this company since 2014, when the process of liquidation begun. Accounting information was
never passed to the sole director despite several requests to the accountant. Further actions have now been
taken to resolve the issues around accounting information and a new accountant has been appointed. Due to
the liquidation, it is deemed that there is no control by the group over the entity and therefore the financial
information for Sosushi Company Srl has not been consolidated into the group financial statements. The
investment in Sosushi Company Srl is accounted at fair value through profit or loss.
Fallimento Mediapolis Srl
Fallimento Mediapolis Srl is a 84.04% equivalent owned entity incorporated in Italy. Clear Leisure Plc holds
directly 74.67% of the capital of the company whilst a 13% stake is held via Mediapolis Investment S.A as
noted above. The company was liquidated in 2017 and therefore this is the date from which control is deemed
to have been lost. Therefore, the financial information for Fallimento Mediapolis Srl has not been consolidated
into the group financial statements. The investment in Fallimento Mediapolis Srl is accounted at fair value
through profit or loss.
ORH S.P.A
ORH S.P.A was a 73.4% owned entity incorporated in Italy. The company was liquidated in 2013 and therefore
this is the date from which control is deemed to have been lost. Therefore, the financial information for ORH
S.P.A has not been consolidated into the group financial statements. The investment in ORH S.P.A is accounted
at fair value through profit or loss.
Birdland Srl
Birdland Srl is a 52% owned entity incorporated in Italy. The stake in the entity is indirectly owned via
Brainspark Associates Limited. The company was placed into liquidation in 2017 and therefore this is the date
from which control is deemed to have been lost. Therefore, the financial information for Birdland Srl has not
been consolidated into the group financial statements. The investment in Birdland Srl is accounted at fair value
through profit or loss.
Sipiem S.P.A
Sipiem S.P.A is a 50.17% owned entity incorporated in Italy. The entity has not been trading for a number of
years and has only been maintained due to the ongoing legal matters with the former directors. An amount
receivable has been recognised at the group level relating to the part of the claim which is payable to Clear
Leisure PLC. The company is now in liquidation which commenced in 2015. Therefore, this is the date from
which control is deemed to have been lost. Therefore, the financial information for Sipiem S.P.A has not been
consolidated into the group financial statements. The investment in Sipiem S.P.A is accounted at fair value
through profit or loss.
Bibop Srl
Bibop Srl is a 36.94% equivalent owned investment in a company incorporated in Italy. Birldand Srl holds a
majority stake in the capital of the company. As Birdland Srl is in liquidation the group does not control or
exercise significant influence on Bipop Srl and, accordingly the company is not consolidated, or equity
accounted in the group financial statements. As the investment is not held directly by the group, no value is
recognised in the financial statements.
48 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
15.
Investments (continued)
Clear Leisure plc
ForCrowd Srl
ForCrowd Srl is a 20% owned investment in an entity incorporated in Italy. This is a new investment which has
been acquired during the year and has been recognised in the accounts at its fair value.
The value of the investment under equity accounting approximates its cost, as the associate has not started
significant operations prior to 31 December (cid:1006)(cid:1004)(cid:1005)(cid:1013). Under this method the amount recognised is (cid:934)(cid:1006)(cid:1006)(cid:1005),(cid:1004)(cid:1013)(cid:1004)
(2018: N.A.)
This cost has been assessed in relation to the last (and only) equity round of the company in October 2019, in
which the entire post money valuation of the company was (cid:934)(cid:1005),(cid:1005)(cid:1004)(cid:1009),(cid:1008)(cid:1009)(cid:1004), with Clear Leisure directly holding the
20% of such amount.
ForCrowd is a new investment made in 2019 investment and therefore has no comparable value in 2018.
PBV Monitor Srl
PBV Monitor Srl is a 10% owned investment in an entity incorporated in Italy. The investment has been
recognised in the accounts at its fair value.
The Fair Value of PBV Monitor ((cid:934)(cid:1007)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004), (cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1007)(cid:1008)(cid:1004),(cid:1004)(cid:1008)(cid:1011)) has been assessed in relation to the last equity
round of the company in early (cid:1006)(cid:1004)(cid:1006)(cid:1004), in which the entire post money valuation of the company was (cid:934)(cid:1007),(cid:1004)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004),
with Clear Leisure directly holding the 10% of such amount. The difference in the valuation between 2019 and
2018, attributable to lower value attributed to the company during the 2020 equity round.
The Fair Value assessment of PBV Monitor, is directly related to the company’s valuation in future rounds.
Geosim Systems Limited
Geosim Systems Limited is a 4.53% owned investment in an entity incorporated in Israel. The investment has
been recognised in the accounts through its fair value and is held via Brainspark Associates Limited.
The Fair Value of Geosim ((cid:934)(cid:1009)(cid:1013)(cid:1010),(cid:1004)(cid:1008)(cid:1009), (cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1009)(cid:1012)(cid:1007),(cid:1007)(cid:1005)(cid:1013)) has been assessed in relation to the last equity round of
the company in (cid:1006)(cid:1004)(cid:1005)(cid:1012), in which Clear Leisure’s (cid:1009)(cid:1007)(cid:1007),(cid:1013)(cid:1013)(cid:1004) Geosim shares have been valued at (cid:936)(cid:1005).(cid:1006)(cid:1009) each. The
difference in the valuation between 2019 and 2018, attributable to the variance in the EUR/USD exchange
rate.
The Fair Value assessment of Geosim is directly related to the company’s valuation in future rounds and to the
EUR/USD exchange rate.
Beni Immobili Srl
Beni Immobili Srl a 15.05% equivalent owned investment in an entity incorporated in Italy. The shares in this
company are held via Sipiem S.P.A. No fair value is recognised for this investment as the entity has minimal net
assets and the valuation would be trivial to the consolidated financial statements. Moreover, as the
investment is held via Sipiem S.P.A, which is in liquidation, the investment should not be recognised as an
asset.
TLT S.P.A
TLT S.P.A is a 0.25% owned investment based in Italy. No fair value is recognised for this investment as the
entity has a large net liability position and due to the small shareholding, any potential valuation would be
trivial to the consolidated financial statements. Moreover, as the investment is held via Sipiem S.P.A, which is
in liquidation, the investment should not be recognised as an asset.
49 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
15.
Investments (continued)
Clear Leisure plc
At as 1 January
Additions
Impairment of investments
Carrying value at 31 December
Group
Company
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
923
221
(27)
1,117
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
-
923
-
923
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
340
221
(40)
521
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
-
340
-
340
An amount of (cid:934)(cid:1009)(cid:1013)(cid:1010),(cid:1004)(cid:1008)(cid:1009) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1009)(cid:1012)(cid:1007),(cid:1004)(cid:1004)(cid:1004)) 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. GeoSim Systems Ltd is an
Israeli company seeking to establish itself as the world leader in building complete and photorealistic 3D
virtual cities and in delivering them through the Internet for use in local searches, real estate and city
planning, homeland security, tourism and entertainment. Clear Leisure owns 4.53% of GeoSim Systems Ltd.
An amount of (cid:934)(cid:1007)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1007)(cid:1008)(cid:1004),(cid:1004)(cid:1004)(cid:1004)) included within Company investments held for trading is a level (cid:1007)
investment and represents the fair value of a 10% interest in PBV Monitor Srl (“PBV”). PBV is an Italian
company specialising in the acquisition and dissemination of data for the legal services industry, utilising
proprietary market intelligence tools and dedicated search software. Clear Leisure acquired 10% of PBV in
December 2018. As part of the investment agreement, Clear Leisure was granted a seat on the board of PBV
and was appointed as exclusive advisor to PBV regarding the possible sale of PBV from 1 January 2020 for a
period of four years and will be entitled to a 4% commission fee on the proceeds of any sale.
An amount of (cid:934)(cid:1006)(cid:1006)(cid:1005),(cid:1004)(cid:1004)(cid:1004) included within Company investments held for trading is a level 3 investment and
represents a (cid:1006)(cid:1004)(cid:1081) interest in ForCrowd Srl (“ForCrowd”). ForCrowd is an Italian equity crowdfunding platform
based in Milan dedicated to Italian small/medium companies. ForCrowd was granted a mandatory
Crowdfunding license in June (cid:1006)(cid:1004)(cid:1005)(cid:1013) by Commissione Nazionale per le Società; e la Borsa (“Consob”), the
equivalent of the UK Financial Conduct Authority in Italy. As part of the terms of the investment, Clear
Leisure is entitled to a referral fee on all clients and investors introduced to ForCrowd. The referral fee will be
1% of the total amount raised for any projects Clear Leisure introduces to ForCrowd and it will receive an
additional 3% of funds invested into a project by an investor introduced by the Company. ForCrowd’s main
shareholder is For Finanza d’Impresa e Management Srl (“ForFinanza”), a financial and management
consulting company based in Milan that has extensive expertise in corporate finance and is part of a large
network of individual and corporate investors in northern Italy.
16. Trade and other receivables
Trade receivables
Other receivables
Amounts owed by related parties
Group
Company
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
5
6,102
497
6,604
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
-
7,003
482
7,485
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
-
45
1,448
1,493
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
-
42
1,354
1,396
Group other receivables includes and amount of (cid:934)(cid:1008),(cid:1008)(cid:1008)(cid:1009),(cid:1004)(cid:1004)(cid:1004) due in relation to the ongoing Sipiem legal
claim, which is unsecured, interest free and does not have fixed terms of repayment; and an amount of
(cid:934)(cid:1005),(cid:1010)(cid:1005)(cid:1007),(cid:1004)(cid:1004)(cid:1004) due in relation to the Fallimento Mediapolis Srl bankruptcy procedure.
The Directors consider that the carrying value of trade and other receivables approximates to their fair value.
50 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
17. Cash and cash equivalents
Clear Leisure plc
Cash at bank and in hand
Group
Company
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
-
-
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
267
267
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
-
-
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
267
267
The Directors consider the carrying amounts of cash and cash equivalents approximates to their fair value.
18. Trade and other payables
Trade payables
Other payables
Accruals
Trade and other payables
Group
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
205
124
67
396
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
307
152
50
509
Company
2019
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
205
72
62
339
146
64
45
255
The Directors consider that the carrying value of trade and other payables approximates to their fair value.
19. Borrowings
Zero rate convertible bond 2015
Convertible loan note
Other borrowings
Disclosed as:
Current borrowings
Non-current borrowings
Group
Company
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
4,678
3,750
-
8,428
3,750
4,678
8,428
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
4,529
3,069
343
7,941
343
7,598
7,941
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
4,678
3,750
-
8,428
3,750
4,678
8,428
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
4,529
3,069
343
7,941
343
7,598
7,941
7% Convertible Bond 2014
This historic bond was extinguished in October 2018 following the final conversion by two bond holders of
(cid:940)(cid:1010)(cid:1009),(cid:1004)(cid:1004)(cid:1004) ((cid:934)(cid:1011)(cid:1007),(cid:1004)(cid:1004)(cid:1004)) including cumulative interest into (cid:1005),(cid:1010)(cid:1006)(cid:1009),(cid:1004)(cid:1004)(cid:1004) new ordinary shares of (cid:1004).(cid:1006)(cid:1009) pence at a price
of 4.00 pence per share.
51 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
19. Borrowings (continued)
Zero Rate Convertible Bond 2015
As at 1 January
Adjustment for the conversion of bonds
Interest charge for the year
As at 31 December
Disclosed as:
Non-Current Liabilities
Current Liabilities
Clear Leisure plc
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
4,529
149
4,678
4,678
-
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
6,523
(2,000)
6
4,529
4,529
-
Interest on the bonds is payable annually on 31 March each year. The bonds at 31 December 2019 includes all
interest accrued to that date. The unpaid interest together with accrued interest to 31 December 2019 is
included within current liabilities.
On (cid:1006)(cid:1009) March (cid:1006)(cid:1004)(cid:1005)(cid:1007) the Company issued (cid:934)(cid:1007),(cid:1004)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) nominal value of zero rate convertible bonds at a discount
of 22%. The bonds are convertible at 15p per share and have a redemption date of 15 December 2015.
During (cid:1006)(cid:1004)(cid:1005)(cid:1008) the Company issued (cid:934)(cid:1005),(cid:1012)(cid:1012)(cid:1009),(cid:1008)(cid:1004)(cid:1004) zero bonds in settlement of (cid:940)(cid:1005),(cid:1009)(cid:1010)(cid:1007),(cid:1004)(cid:1004)(cid:1004) (cid:1011)(cid:1081) bonds (see above).
Also (cid:934)(cid:1010)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) zero bonds were issued in settlement of a debt of (cid:934)(cid:1009)(cid:1005)(cid:1012),(cid:1004)(cid:1004)(cid:1004) and (cid:934)(cid:1008)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) bonds were issued
for cash realising (cid:934)(cid:1008)(cid:1005)(cid:1006),(cid:1004)(cid:1004)(cid:1004) before expenses.
On 15 December 2015 the bondholders meeting approved the amendments on the Zero Rate Convertible
Bond 2015, originally due on 15 December 2015; Under new terms the final maturity date of the Bond is 15
December 2017 and the interest has been reduced from 9.5% to 7%.
On 15 December 2016 the bondholders meeting approved the amendments on the Zero Rate Convertible
Bond 2015, originally due on 15 December 2017; Under new terms the final maturity date of the Bond is 15
December 2018 and the interest has been reduced from 7% to 1%.
On (cid:1005)(cid:1013) June (cid:1006)(cid:1004)(cid:1005)(cid:1012), the holders of its (cid:934)(cid:1013).(cid:1013)m 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 (cid:1006)(cid:1012) December (cid:1006)(cid:1004)(cid:1005)(cid:1012), bonds with a face value of (cid:934)(cid:1006),(cid:1005)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) 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.
On 29 March 2019, Eufingest SA agreed to extend the repayment of the following unsecured loans from
initially (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1012) to (cid:1007)(cid:1005) March (cid:1006)(cid:1004)(cid:1005)(cid:1013) and then to (cid:1007)(cid:1004) June (cid:1006)(cid:1004)(cid:1005)(cid:1013). (cid:934)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) (cid:920) (cid:934)(cid:1006)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) as announced
on 7 December (cid:1006)(cid:1004)(cid:1005)(cid:1011) and (cid:1006) January (cid:1006)(cid:1004)(cid:1005)(cid:1012) respectively. (cid:934)(cid:1006)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) as first announced on (cid:1007) October (cid:1006)(cid:1004)(cid:1005)(cid:1012). All
other terms and conditions of the Loans remain unchanged.
Other Borrowings
In March (cid:1006)(cid:1004)(cid:1005)(cid:1012), the Company agreed with a lender to settle (cid:934)(cid:1006)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) of a loan by issuing 22,321,429 new
ordinary shares of 0.25 pence at a price of 1.00 pence per share.
52 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
20. Financial instruments
The Group’s financial instruments comprise cash, investments at fair value through profit or loss, 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
2019
(cid:934)(cid:918)(cid:1004)(cid:1004)(cid:1004)
1,117
6,603
1
7,721
2018
(restated)
(cid:934)'(cid:1004)(cid:1004)(cid:1004)
923
7,485
267
8,675
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:
2019
(cid:934)(cid:918)(cid:1004)(cid:1004)(cid:1004)
396
8,428
8,824
2018
(restated)
(cid:934)'(cid:1004)(cid:1004)(cid:1004)
509
7,941
8,450
Level 1
Level 2
Level 3
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
-
-
-
-
-
-
-
-
1,117
1,117
923
923
Financial liabilities at amortised cost:
Trade and other payables
Borrowings
Financial instruments measured at fair value:
As at 31 December 2019
Investments at fair value through profit or loss
As at 31 December 2018
Investments at fair value through profit or loss
53 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
20. Financial instruments (continued)
The Group has adopted fair value measurements using the IFRS 7 fair value hierarchy.
Clear Leisure plc
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 ForCrowd Srl.
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 were to experience a rise or fall
of (cid:1005)(cid:1009)(cid:1081) in their fair value, this would result in the Group’s net asset value and statement of comprehensive
income increasing or decreasing by (cid:934)(cid:1005)(cid:1010)(cid:1011),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1005)(cid:1007)(cid:1012),(cid:1004)(cid:1004)(cid:1004)).
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 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.
54 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
20. Financial instruments (continued)
Clear Leisure plc
The following are the undiscounted contractual maturities of financial liabilities:
Less than 1
year
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004) (cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
Carrying
Amount
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
Between
1 and 5 years
As at 31 December 2019
Trade and other payables
Borrowings
As at 31 December 2018
Trade and other payables
Borrowings
396
8,428
8,824
509
7,941
8,450
396
3,750
4,146
509
343
852
-
4,678
4,678
-
7,598
7,598
Total
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
396
8,428
8,428
509
7,941
8,450
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
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
7,721
8,428
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
8,675
7,941
Change in interest rates will affect the Group’s income statement as follows:
Company
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
2,014
8,428
2018
(restated)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
2,003
7,941
Group
Euribor +0.5% / -0.5%
Gain / (loss)
2019
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
2018
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
- / -
-/-
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.
55 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
20. Financial instruments (continued)
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 (2018: £Nil) are
denominated in sterling. An adverse movement in the exchange rate will impact the ultimate amount payable,
a (cid:1005)(cid:1004)(cid:1081) increase or decrease in the rate would result in a profit or loss of (cid:940)Nil ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:940)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 (cid:934)(cid:1010),(cid:1010)(cid:1004)(cid:1008),(cid:1004)(cid:1004)(cid:1004) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1011),(cid:1008)(cid:1012)(cid:1009),(cid:1004)(cid:1004)(cid:1004)) comprising receivables during the period. About (cid:1010)(cid:1011)(cid:1081) ((cid:1006)(cid:1004)(cid:1005)(cid:1012):
59%) 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
2019
2018 (restated)
Total book
value
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
6,604
-
6,604
1,493
-
1,493
Allowance
for
impairment
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
-
-
-
-
-
-
Total book
value
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
7,485
-
7,485
1,396
-
1,396
Allowance
for
impairment
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
-
-
-
-
-
-
56 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
21. Share capital and share premium
ISSUED AND FULLY
PAID:
Number of
ordinary
shares
Number of
deferred
shares
At 1 January 2018
310,291,286
199,409,377
Ordinary
share
capital
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
946
Deferred
share
capital
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
5,467
Share
premium
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
Total
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
43,563
49,976
Issue of shares
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
At 31 December
2018
Issue of shares
Issue of shares
At 31 December
2019
58,333,334
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
-
-
-
-
-
-
-
-
-
-
-
-
162
62
119
175
23
22
4
141
98
8
-
-
-
-
-
-
-
-
-
-
-
-
226
186
214
490
79
75
68
388
248
333
665
102
97
72
1,985
2,126
211
25
(84)
309
33
(84)
604,152,600
199,409,377
1,760
5,467
47,038
54,265
4,000,000
54,218,847
-
-
12
158
-
23
63
35
221
662,371,447
199,409,377
1,930
5,467
47,124
54,521
The deferred shares have restricted rights such that they have no economic value.
Shares issued for the year ended 31 December 2019:
On 29 August 2019, 4,000,000 new ordinary shares of 0.25 pence per share were issued to F Gardin, in
settlement of part of his 2018 remuneration.
On 3 October 2019, the Company issued 54,218,847 new ordinary shares of 0.25p as consideration for the
acquisition of 20% interest in ForCrowd Srl, an Italian equity crowdfunding platform based in Milan.
Shares issued for the year ended 31 December 2018:
On (cid:1006)(cid:1010) January (cid:1006)(cid:1004)(cid:1005)(cid:1012), the Company raised a total of (cid:940)(cid:1007)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) ((cid:934)(cid:1007)(cid:1012)(cid:1012),(cid:1004)(cid:1004)(cid:1004)) 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 (cid:1006)(cid:1004)(cid:1005)(cid:1012), the Company agreed with a lender to settle (cid:934)(cid:1006)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) of a loan by issuing (cid:1006)(cid:1006),(cid:1007)(cid:1006)(cid:1005),(cid:1008)(cid:1006)(cid:1013) new
ordinary shares of 0.25 pence at a price of 1.00 pence per share.
57 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
21. Share capital and share premium (continued)
Clear Leisure plc
On (cid:1005)(cid:1010) March (cid:1006)(cid:1004)(cid:1005)(cid:1012), the Company raised a total of (cid:940)(cid:1007)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) ((cid:934)(cid:1007)(cid:1007)(cid:1007),(cid:1004)(cid:1004)(cid:1004)) 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 2(cid:1004)(cid:1005)(cid:1012), the Company raised a total of (cid:940)(cid:1010)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) ((cid:934)(cid:1010)(cid:1010)(cid:1009),(cid:1004)(cid:1004)(cid:1004)) 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 ((cid:934)(cid:1005)(cid:1004)(cid:1006),(cid:1004)(cid:1004)(cid:1004)) 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 (cid:1007)(cid:1004) May (cid:1006)(cid:1004)(cid:1005)(cid:1012), the Company issued (cid:1011),(cid:1012)(cid:1010)(cid:1012),(cid:1005)(cid:1007)(cid:1004) new ordinary shares of (cid:1004).(cid:1006)(cid:1009) pence amounting to (cid:934)(cid:1005)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004)
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 (cid:1006)(cid:1004)(cid:1005)(cid:1004) (cid:1011)(cid:1081) Bonds (“Bonds”) with a face value of (cid:940)(cid:1010)(cid:1009),(cid:1004)(cid:1004)(cid:1004) ((cid:934)(cid:1011)(cid:1006),(cid:1004)(cid:1004)(cid:1004)) at a price of (cid:1008).(cid:1004)0 pence per share.
On (cid:1006)(cid:1012) December (cid:1006)(cid:1004)(cid:1005)(cid:1012), convertible bonds with a face value of (cid:934)(cid:1006),(cid:1005)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) 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
((cid:934)(cid:1007)(cid:1004)(cid:1013),(cid:1004)(cid:1004)(cid:1004)) to acquire a (cid:1005)(cid:1004)(cid:1081) interest in PBV Monitor Srl at a price of (cid:1004).(cid:1011)(cid:1012)(cid:1012) pence per share.
On 31 December 2018, the Company allotted 3,076,923 new ordinary shares of 0.25 pence, £30,000
((cid:934)(cid:1007)(cid:1007),(cid:1004)(cid:1004)(cid:1004)) to Francesco Gardin in settlement of his 2017 remuneration package at a price of 0.975 pence per
share.
Within the year ended (cid:1007)(cid:1005) December (cid:1006)(cid:1004)(cid:1005)(cid:1012), invoices with a cumulative value of (cid:934)(cid:1005)(cid:1006)(cid:1011),(cid:1004)(cid:1004)(cid:1004) were settled by the
issue of new ordinary shares of 0.25 pence at an average price of (cid:1004).(cid:1011)(cid:1008)(cid:1004) pence per share. (cid:934)(cid:1012)(cid:1008),(cid:1004)(cid:1004)(cid:1004) related
directly to expenses incurred during the issue of new share capital.
22. 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 five years from the date of grant.
The significant inputs to the model in respect of the options granted in 2015 were as follows:
Grant date share price
Exercise share price
No. of share options
Risk free rate
Expected volatility
Option life
Calculated fair value per share
58 | P a g e
2015
0.74 pence
1.25 pence
13,000,000
1.5%
50%
5 years
0.2 pence
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
22. Share based payments (continued)
Clear Leisure plc
The total share-based payment expense recognised in the income statement for the year ended 31 December
(cid:1006)(cid:1004)(cid:1005)(cid:1013) in respect of the share options granted was (cid:934)Nil ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)Nil).
Number of
options at
1 Jan 2019
10,000,000
3,000,000
Granted
in the year
(cid:16)
(cid:16)
Exercised
in the year
(cid:16)
(cid:16)
Exercised
in the year
(cid:16)
(cid:16)
Number of
options at
31 Dec 2019
10,000,000
3,000,000
Exercise
Price, pence
1.25
1.25
Expiry
date
31.07.2020
31.07.2020
13,000,000
(cid:16)
(cid:16)
(cid:16)
13,000,000
Number of
options at
1 Jan 2018
10,000,000
3,000,000
Granted
in the year
(cid:16)
(cid:16)
Exercised
in the year
(cid:16)
(cid:16)
Cancelled
in the year
(cid:16)
(cid:16)
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
(cid:16)
(cid:16)
(cid:16)
13,000,000
The remaining contractual life at 31 December 2019 is 0.5 years (31 December 2018 – 1.5 years).
59 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
23. Other reserves
The Group considers its capital to comprise ordinary share capital, share premium, retained losses and its
convertible bonds. In managing its capital, the Group’s primary objective is to maintain a sufficient funding
base to enable the Group to meet its working capital and strategic investment needs. In making decisions to
adjust its capital structure to achieve these aims, through new share issues, the Group considers not only
their short-term position but also their long-term operational and strategic objectives.
Group
At 1 January 2018
Merger
reserve
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
8,325
Loan note
equity
reserve
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
1,736
Share
option
reserve
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
51
Prior period adjustment
-
(1,693)
Total other
reserves
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
10,112
(1,693)
8,419
(43)
8,376
Total other
reserves
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
1,787
(1,693)
94
(43)
51
8,325
-
8,325
43
(43)
-
-
51
-
51
Loan note
equity
reserve
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
1,736
(1,693)
43
(43)
-
Share
option
reserve
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
51
-
51
-
51
At 1 January 2018
(Restated)
Transfer of reserves
At 31 December 2018 and
31 December 2019
Company
At 1 January 2018
Prior period adjustment
At 1 January 2018 (Restated)
Transfer of reserves
At 31 December 2018 and 31 December
2019
60 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
24. Ultimate controlling party
The Group considers that there is no ultimate controlling party.
25. Related party transactions
Transactions between the company and its subsidiaries, which are related parties have been eliminated on
consolidation, but are disclosed where they relate to the parent company. These transactions along with
transactions between the company and its investment holdings are disclosed in the table below, with all
amounts being presented in Euros and being owed to the Group:
Related party
2019
Group
2018
Group
2019
Company
2018
Company
Clear Leisure 2017 Limited
- -
951,243
871,255
Sipiem S.P.A
340,017
174,720
340,017
174,720
Sosushi Company Srl
PBV Monitor Srl
107,402
107,402
107,402
107,402
5,000
- 5,000
-
Geosim Systems Limited
44,671
-
64-Bit Limited (JV partner)
-
200,000
44,671
-
-
200,000
497,091
482,122
1,448,334
1,353,377
On 29 August 2019, 4,000,000 new ordinary shares of 0.25 pence per share were issued to F Gardin at a price
of 0.75 pence per share, in settlement of part of his 2018 remuneration.
During the year, Metals Analysis Limited, a company in which R Eccles is a Director, charged Clear Leisure Plc
(cid:934)(cid:1008)(cid:1013),(cid:1012)(cid:1007)(cid:1007) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1010),(cid:1004)(cid:1004)(cid:1004)) for consultancy fees. The amount owed from Metals Analysis Limited at year end is
(cid:934)(cid:1005)(cid:1008),(cid:1010)(cid:1007)(cid:1005) ((cid:1006)(cid:1004)(cid:1005)(cid:1012): (cid:934)(cid:1007),(cid:1013)(cid:1010)(cid:1008) owed to).
The shareholder loan as disclosed in Note (cid:1005)(cid:1013) ‘Borrowings’ is a loan provided by Eufingest which has a 13.03%
shareholding also has an outstanding loan for (cid:934)(cid:1007),(cid:1011)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004).
Included in trade and other payables is an amount of (cid:934)(cid:1005)(cid:1008),(cid:1008)(cid:1006)(cid:1011) owed to Mr F Gardin, Director.
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 (cid:1006)(cid:1008): Related party disclosures”, all their remuneration is in relation to short-term
employee benefits.
61| P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
26. Events after the reporting date
On 18 February 2020, the Company entered into a new unsecured loan facility agreement with Eufingest SA,
for a further (cid:934)(cid:1005)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) at an interest rate of (cid:1006),(cid:1009)(cid:1081) per annum repayable on (cid:1007)(cid:1004) June (cid:1006)(cid:1004)(cid:1006)(cid:1004).
Following the receipt of the first Mediapolis tranche, Clear Leisure repaid to Eufingest the principal amount of
(cid:934)(cid:1009)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) plus interest accrued on such loans of (cid:934)(cid:1005)(cid:1005),(cid:1005)(cid:1009)(cid:1011). In addition, on (cid:1009) October (cid:1006)(cid:1004)(cid:1006)(cid:1004), the Eufingest loans,
totaling (cid:934)(cid:1007),(cid:1007)(cid:1011)(cid:1009),(cid:1004)(cid:1004)(cid:1004) and (cid:940)(cid:1007)(cid:1004),(cid:1004)(cid:1004)(cid:1004) had their repayment date extended to (cid:1007)(cid:1005) October (cid:1006)(cid:1004)(cid:1006)(cid:1004).
The subsidiaries operations have been strongly impacted by the COVID pandemic, delaying the launch of new
projects and slowing the expected revenue stream. Clear Leisure has been supportive with its portfolio
companies, assisting as much possible in this difficult period. Unfortunately, the progress of the claims has
been delayed (especially in Italy) due to the Courts being closed during the national Lockdown.
In this context, the Company engaged Sapphire Capital Partners LLP, an FCA registered entity, to act as the
Investment Manager in a proposed Enterprise Investment Scheme Fund (“EIS” fund) launched together with
Clear Leisure, acting as Investment Manager. The fund will seek to invest in companies which focus on the
integration of biological and digital systems.
On 1 October 2(cid:1004)(cid:1006)(cid:1004), the Company’s shares were temporarily suspended from trading after announcing that the
Company was unable to publish its audited annual report and accounts for the year ended 31 December 2019
due to the Accounting and Audit work in respect of the these items remaining ongoing. This delay was caused
by historic issues in the accounting of transactions in different foreign currencies alongside the valuation of key
assets and liabilities. These have now been resolved, and as outlined in Note 27, the financial statements have
been restated to reflect these changes.
62 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
27. Prior year adjustment
Clear Leisure plc
The comparative figures for the year ended 31 December 2018 have been restated as set out in the tables
below:
Restated Group Income and Statement of Comprehensive Income for the year ended 31 December 2018
Continuing operations
Revenue
Administration expenses
Exceptional items
Operating loss
Other gains and (losses)
Exceptional items
Finance income
Finance charges
Loss before tax
Tax
2018
Restatement
2018
Ref.
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
1
2,3
3
2
3
12
12
(3,878)
-
(3,866)
(150)
1,300
-
(1,223)
(3,939)
-
-
-
56
366
422
150
(1,300)
-
927
199
Restated
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
12
12
(3,822)
366
(3,444)
-
-
-
(296)
(3,740)
-
Loss from continuing operations
(3,939)
199
(3,740)
Other comprehensive (loss)
Loss on translation of overseas subsidiaries
1
(392)
392
-
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(4,331)
591
(3,740)
Earnings per share:
Basic and fully diluted loss per share (cents)
((cid:934)(cid:1004).(cid:1004)(cid:1004)(cid:1012))
-
(cid:894)(cid:934)(cid:1004)(cid:856)(cid:1004)(cid:1004)(cid:1012)(cid:895)
63 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
27. Prior year adjustment (continued)
Restated Group Statement of Financial Position as 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
Ref.
Group
2018
Restatement
2018
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
Group
2018
(restated)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
4,5
4
4,5
447
447
1,118
7,003
267
8,388
476
476
(1,118)
482
-
(636)
923
923
-
7,485
267
7,752
Total assets
8,835
(160)
8,675
Current liabilities
Trade and other payables
Borrowings
Total current liabilities
Net current assets/(liabilities)
Total assets less current liabilities
Non-current liabilities
Borrowings
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Other reserves
Retained losses
1
6
(507)
(343)
(850)
(2)
-
(2)
(509)
(343)
(852)
7,538
(638)
6,900
7,985
(162)
7,823
(6,042)
(6,042)
(1,556)
(1,556)
(7,598)
(7,598)
(6,891)
(1,559)
(8,450)
1,943
(1,718)
225
7,227
47,038
10,504
(62,826)
-
-
(2,128)
410
7,227
47,038
8,376
(62,416)
1,6
1
Total equity
1,943
(1,718)
225
64 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
27. Prior year adjustment (continued)
Restated Company Statement of Financial Position as 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
Ref.
Company
2018
Restatement
2018
7
4
4,5
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
9,667
9,667
535
99
267
901
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
(9,327)
(9,327)
(535)
1,297
-
762
Company
2018
(restated)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
340
340
-
1,396
267
1,663
Total assets
10,568
(8,565)
2,003
Current liabilities
Trade and other payables
Borrowings
Total current liabilities
Net current assets/(liabilities)
Total assets less current liabilities
Non-current liabilities
Borrowings
Total non-current liabilities
Total liabilities
Net (liabilities)/assets
Equity
Share capital
Share premium account
Other reserves
Retained losses
1
6
6
7
(251)
(343)
(594)
(4)
-
(4)
(255)
(343)
(598)
307
758
1,065
9,974
(8,569)
1,405
(6,042)
(6,042)
(1,556)
(1,556)
(7,598)
(7,598)
(6,636)
(1,560)
(8,196)
3,932
(10,125)
(6,193)
7,227
47,038
1,861
(52,194)
-
-
(1,810)
(8,315)
7,227
47,038
51
(60,509)
Total equity
3,932
(10,125)
(6,193)
65 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
27. Prior year adjustment (continued)
Restated Group Statement of Cash Flows for the year ended 31 December 2018
Group
2018
Restatement
2018
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
Group
2018
(restated)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(3,939)
335
1,223
2,030
(209)
(560)
(145)
(290)
(95)
(530)
1,357
-
-
1,357
267
-
267
199
(335)
(927)
137
35
(3,740)
-
296
2,167
(174)
(891)
(1,451)
165
290
95
550
(54)
407
(12)
341
-
-
-
20
-
-
20
1,303
407
(12)
1,698
267
-
267
Cash used in operations
Loss before tax
Other gains and losses
Finance charges
Decrease /(increase) in receivables
(Decrease) /increase in payables
Net cash outflow from operating activities
Cash flows from investing activities
Increase in loan to subsidiary undertakings
Interest paid
Purchase of investments
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds of issue of shares
Proceeds from borrowing
Interest paid
Net cash inflow from financing activities
Net (decrease)/increase in cash for the year
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
66 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
27. Prior year adjustment (continued)
Restated Company Statement of Cash Flows for the year ended 31 December 2018
Clear Leisure plc
Cash used in operations
Loss before tax
Other gains and losses
Finance charges
Decrease /(increase) in receivables
(Decrease) /increase in payables
Net cash outflow from operating activities
Cash flows from investing activities
Increase in loan to subsidiary undertakings
Interest paid
Purchase of investments
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds of issue of shares
Proceeds from borrowing
Interest paid
Company
2018
Restatement
2018
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
(cid:934)’(cid:1004)(cid:1004)(cid:1004)
Company
2018
(restated)
(cid:934)(cid:859)(cid:1004)(cid:1004)(cid:1004)
(1,921)
(8,526)
(10,447)
42
284
355
(460)
(1,700)
352
(284)
(504)
(436)
8,529
8,571
7
215
39
264
(352)
284
504
436
291
570
(421)
(1,436)
-
-
-
-
2,403
(1,100)
1,303
-
-
407
(7)
407
(7)
Net cash inflow from financing activities
2,403
(700)
1,703
Net (decrease)/increase in cash for the year
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
267
-
267
-
-
-
267
-
267
67 | P a g e
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019 (CONTINUED)
Clear Leisure plc
27. Prior year adjustment (continued)
Notes to prior year restatement tables
1.
Group
In the previous year adjustments were incorrectly made translating balances into the functional and
presentational currency of the Group, when the underlying balances were already denominated in Euros.
An adjustment has been made to eliminate these incorrect foreign currency translations by making an
adjustment to the foreign currency reserve and other comprehensive income of (cid:934)(cid:1007)(cid:1013)(cid:1006),(cid:1004)(cid:1004)(cid:1004). An
adjustment of (cid:934)(cid:1008)(cid:1007),(cid:1004)(cid:1004)(cid:1004) has also been made between the loan note equity reserve and retained earnings.
In addition, (cid:934)(cid:1009)6,000 of adjustments have been made to the Income Statement for the impairment of
other receivables and foreign exchange translation differences alongside changes to the corresponding
balances in the Statement of Financial Position.
2. Exceptional items disclosed after operating loss of (cid:934)(cid:1005),(cid:1007)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) have been reclassified to exceptional items
before operating losses.
3. Finance charges have been restated by (cid:934)(cid:1010),(cid:1004)(cid:1004)(cid:1004) with (cid:934)(cid:1013)(cid:1007)(cid:1008),(cid:1004)(cid:1004)(cid:1004) related to a loss on syndicated loans from
Mediapolis being reclassified to “Exceptional items” before operating losses. (cid:934)(cid:1005)(cid:1009)(cid:1004),(cid:1004)(cid:1004)(cid:1004) of Other gains and
losses has been reclassified to Administrative Expenses.
4. Current asset investments totaling (cid:934)(cid:1005),(cid:1005)(cid:1005)(cid:1012),(cid:1004)(cid:1004)(cid:1004) have been reclassified with (cid:934)(cid:1013)(cid:1006)(cid:1007),(cid:1004)(cid:1004)(cid:1004) going to Non-current
asset investments and £195,000 going to Trade and Other Receivables as this more accurately reflects the
underlying substance of the financial instrument.
5. Following a reclassification of (cid:934)(cid:1007)(cid:1009)(cid:1008),(cid:1004)(cid:1004)(cid:1004) from Non-Current Asset Investments to Trade and Other
Receivables, a restatement to reduce this balance by (cid:934)(cid:1006)(cid:1008),(cid:1004)(cid:1004)(cid:1004) due to foreign exchange translation errors
and an impairment of (cid:934)(cid:1008)(cid:1012),(cid:1004)(cid:1004)(cid:1004), resulting in a balance of (cid:934)(cid:1006)(cid:1012)(cid:1006),(cid:1004)(cid:1004)(cid:1004) being recognised in trade and other
receivables as well as the (cid:934)(cid:1005)(cid:1013)(cid:1009),(cid:1004)(cid:1004)(cid:1004) per note (cid:1008) above which was increased by (cid:934)(cid:1009),(cid:1004)(cid:1004)(cid:1004) due to a fair value
adjustment.
6. Eufingest loan balance was increased by (cid:934)(cid:1005),(cid:1009)(cid:1009)(cid:1010),(cid:1004)(cid:1004)(cid:1004) after reclassifying the equity component of loan from
other reserves as the accounting treatment previously adopted has now been assessed as being incorrect.
Company
7. (cid:934)(cid:1013),(cid:1010)(cid:1010)(cid:1011),(cid:1004)(cid:1004)(cid:1004) has been reclassified from Investments to Trade and Other Receivables. Of the balance
transferred, (cid:934)(cid:1012),(cid:1013)(cid:1009)(cid:1010),(cid:1004)(cid:1004)(cid:1004) has been impaired primarily relating to a balance within a subsidiary company
which was considered to be not recoverable. Trade and Other Receivables has also been increased by
(cid:934)(cid:1007)(cid:1012)(cid:1010),(cid:1004)(cid:1004)(cid:1004) to correct a translation to the Company’s presentational currency. A further amount of
(cid:934)(cid:1006)(cid:1004)(cid:1004),(cid:1004)(cid:1004)(cid:1004) has been reclassified from Current Asset Investments to Trade and Other Receivables as stated
in note 5 above.
8. Following the various adjustments and reclassifications noted above, the Statement of Cash Flows for the
Group and the Company have been recalculated.
68 | P a g e