Half-yearly Report
15 December 2014
Clear Leisure plc
("Clear Leisure", "the Group" or "the Company")
Half-yearly Results
For the 6 Months Ended 30 June 2014
Clear Leisure plc (AIM: CLP) announces its unaudited Interim Results for the
6 months ended 30 June 2014.
For further information please contact:
Clear Leisure Plc +39 02 4795 1642
Alfredo Villa, CEO and Excecutive Chairman
Cairn Financial Advisers LLP (Nominated Adviser) +44 (0) 20 7148 7900
Jo Turner
Peterhouse Corporate Finance (Joint Broker) +44 (0) 20 7469 0935
Lucy Williams / Heena Karani
Leander PR +44 (0) 7795 168 157
Christian Taylor-Wilkinson
About Clear Leisure Plc
Clear Leisure Plc (AIM: CLP) is an AIM listed investment company pursuing
strategy to create a comprehensive portfolio of companies primarily
encompassing the leisure and real estate sectors mainly in Italy but also other
European countries. The Company may be either a passive or active investor and
Clear Leisure's investment rationale ranges from acquiring minority positions
with strategic influence through to larger controlling positions. For further
information, please visit, www.clearleisure.com
Financial Review
The Company reported revenues of EUR 48,000 (June 2013: 19.7 million) in the
six months to 30 June 2014; the reduced revenue is the direct result of the
discontinued operations in February 2014 of the Group's hotel and tour
operator, ORH S.p.A.
The Net Asset Value (NAV) attributable to the share holders of the Company was
EUR 16.9 million at 30 June 2014 (June 2013: EUR 30.7m, Dec 2013: EUR 16.9m) ,
or approximately equivalent to 7 pence a share (8 euro cents per share). This
NAV is considerably higher than the current market value of the company's
shares at the date of this report.
The Company has continued to reduce overheads, with only two current employees,
and the running costs for the first six months of 2014 were EUR 180,000 ( 2013:
EUR 515,000). The overall loss for the period including accrued interest was
EUR 395,000 (2013: profit EUR 451,000, Dec 2013: loss EUR 7.3 million).
The Company has received and rejected two offers for Mediapolis in the first
half of 2014. The Board considered them too low and they were restricted by
certain conditions, which the Company was unable to meet. The Company continues
to manage its position on Mediapolis and looks forward to finding a suitable
buyer in 2015.
The Italian economy has declined further in 2014 and the Group will look to
take advantage of this by finding new opportunities of acquiring "distressed"
real estate assets. In 2014, the Company invested in the Hotel and Leisure Fund
(H&L) which was a positive step for the group. The H&L investment has 3 hotel
resorts and the Board will look to streamline the H&L portfolio and will be
preparing these assets for sale in 2015.
The Company believes that following the restructuring of the businesses and
streamlining it's operations, financial statements will be published more
promptly following each period end. In addition to Mediapolis the H&L fund, the
Board continues to review its entire investment portfolio with a view to
realising these assets.
Operational review
On 6 January 2014, the Company announced that it increased its interest in the
Italian sushi restaurant chain, Sosushi Company srl from 51 per cent. to 100
per cent. Consideration was in a form of a credit compensation
agreement between the vendor and the Company with no additional cash payment
required.
On 7 January 2014, the Company announced that it received an additional
unsolicited, but binding offer to acquire the Company's entire holding
(directly and indirectly held by the Company) in Mediapolis S.p.A. Fornest Ltd,
a UK investment company, which manages the interests of certain Italian
investors, made the binding proposal.
On 13 January 2014, the Company announced that further to the announcements on
Mediapolis S.p.A. dated 22 November 2013 and 7 January 2014, the Company
submitted on 10 January 2014 to the Ivrea Tribunal, a formal proposal for the
restructuring of the Mediapolis debt, the "Concordato in Continuità ".
On 12 February 2014, the Company announced that ORH S.p.A, its 73.43% hotel and
travel company, had been placed into voluntary liquidation at the Milan
Tribunal.
On 6 March 2014, the Company announced that a total 14.4 million Clear Leisure
shares that were originally allotted for the acquisition of ORH S.p.A were
returned to the Company (the "Shares"). The Shares were used to acquire part of
the Company's 73.43% holding in ORH between the dates of 28 June 2011 and 23
February 2012 and they amounted to 7.3% of the total issued share capital of
the Company. The Company re-issued the first tranche of 7,200,000 ordinary
shares to settle liabilities in relation to the Ivrea court hearing, the
remaining 7,200,000 ordinary shares (Tranche 2 shares) were held in treasury
and will be used for a future placing or acquisitions.
On 18 March 2014, the Company announced that it signed a £10 million equity
line of credit for a period of two years, with GEM Global Yield Fund Limited
("GEM"). The Company will also provide GEM with 11.5 million, five year
warrants at a price of 4.4 pence per ordinary share.
On 23 May 2014, the Company announced that, despite its best efforts to prove
the value of the restructuring proposal of the Mediapolis asset, the Ivrea
Tribunal Court did not accepted its "Concordato in Continuita" proposal.
On 27 May 2014, the Company announced that it acquired a 100% interest in a
specific vehicle which controls the entire share capital of the Hospitality &
Leisure Fund ("H&L Fund"), an Italian real estate fund regulated by the Italian
financial authorities.
On 30 May 2104, Company announced that on 29 May 2014, its subsidiary,
Mediapolis instructed its Italian lawyers to file a formal complaint and claim
for damages of EUR 34.5 million (the appraised value of the Mediapolis land
made in relation of the Ivrea Tribunal procedure), against the Regione
Piemonte.
This claim was directly related to the decision by the Ivrea Tribunal against
the Company's "Concordato in continuità " procedure which was not accepted by
the Tribunal, due to the lack of formal answer from Regione Piemonte on the
remaining construction permit, and that the fault of the Regione Piemonte was
clearly stated on the decision passed by the Tribunal.
On 13 June 2014, the Company announced that the mayor of Albiano d'Ivrea agreed
to present the "Mediapolis Project" to Italy's Prime Minister as one of the
projects of public interest to be included in the "Sblocca Italia"
legislation.The "Sblocca Italia" (Unlock Italy) legislation, is a special
initiative by Italy's Prime Minister Renzi to allow the mayors of all Italian
towns and cities the discretion to put forward specific projects that have been
previous blocked by past and current local councils.
Investment Portfolio as at 30 June 2014
Operational Assets
Name Stake Division
Sipiem 50.16% Theme Parks
You Can Group 100% Restaurants
Ascend Capital 10.0% Finance
Investments for Sale
Name Stake Division
Mediapolis S.p.A. 69.45% Leisure / Real Estate
Bibop 67.12% Interactive Media
Geosim 8.9% Interactive Media
The Board continues to look for suitable buyers for these assets and will
update the market when a firm offer has been received.
GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2014
Note Six months Six months Year Ended
to 30 June to 30 June 31
2014 2013 December
2013
Unaudited Unaudited
Audited
Continuing operations €'000 €'000 €'000
Revenue 48 19,742 1,291
Cost of sales - (13,723) (515)
48 6,019 776
Administration expenses (182) (5,386) (2,285)
Operating profit/(loss) (134) 633 (1,509)
Other operating profit - 233 -
Other gains and losses (5,342)
Finance income - 7 -
Finance charges (261) (422) (468)
Profit / (loss) before tax (395) 451 (7,319)
Taxation - - (40)
Profit / (loss)for the period from (395) 451 (7,359)
continuing operations
Loss from discontinued operations - - (7,358)
Loss for the Period - - (14,717)
Other comprehensive income
Exchange translation differences - - (2)
Total other comprehensive income / (395) 451 (2)
(loss)
TOTAL COMPREHENSIVE INCOME /( LOSS) (395) 451 (14,719)
FOR THE PERIOD
Profit /(loss) attributable to:
Owners of the parent (309) 325 (13,607)
Non-controlling interests (86) 126 (1,110)
Total comprehensive income
attributable to
Owners of the parent: (309) 325 (13.609)
Non-controlling interests (86) 126 (1,110)
Earnings per share:
Basic and fully diluted loss from (€0.002) €0.02 (€0.03)
continuing operations
Basic and diluted loss per share from - - (€0.04)
discontinued operations
Basic and diluted loss per share (€0.002) €0.02 (€0.07)
STATEMENTS OF FINANCIAL POSITION AT 30 JUNE 2014
Notes Six Months to Six Months Year Ended
30 June 2014 to 30 June
2013 31 December
€'000 2013
€'000
€'000
Non-current assets
Goodwill 9 6,652 9
Other intangible assets - 4,665 235
Property, plant and 38,916 41,301 39,044
equipment
Available for sale 7,527 7,894 7,527
investments
Other receivables 21 2,613 29
Total non-current assets 46,473 63,125 46,844
Current assets
Inventories 9 204 135
Available for sale - 320 -
investments
Trade and other receivables 1,404 9,637 2,106
Cash and cash equivalents 1.374 1,618 1,477
Total current assets 2,785 11,779 3,718
Current liabilities
Trade and other payables (3,583) (8,160) (3,849)
Borrowings (14,705) (18,896) (16,199)
Total current liabilities (16,289) (27,056) (20,048)
Net current (liabilities)/ (15,504) (15,277) (16,330)
assets
Total assets less current 30,969 47,848 30,514
liabilities
Non-current liabilities
Borrowings (5,469) (6,237) (4,959)
Deferred liabilities and (1,440) (504) (1,380)
provisions
Total non-current (6,909) (6,741) (6,339)
liabilities
Net assets 24,060 41,107 24,175
Equity
Share capital 6,074 6,068 6,074
Share premium account 42,856 42,734 42,856
Other reserves 10,839 10,702 10,698
Retained losses (42,902) (28,789) (42,843)
Equity attributable to 16,867 30,715 16,956
owners of the Company
Non-controlling interests 7,193 10,392 7,219
Total equity 24,060 41,107 24,175
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2013
Group Share Share Other Retained Total Non-controlling Total
capital premium reserves losses interests equity
account
€'000 €'000 €'000 €'000 €'000 €'000 €'000
At 1 January 2013 5,536 42,457 10,698 (29,236) 29,455 10,111 39,566
Loss for the year - - - (13,607) (13,607) (1,111) (14,718)
Other comprehensive - - (2) - (2) - (2)
income
Total comprehensive - - (2) (13,607) (13,609) (1,111) (14,720)
income for the year
Acquisition of - - - - - (109) (109)
non-controlling
interests in
subsidiary
Disposal of - - - - - (1,672) (1,672)
subsidiary
Issue of convertible - - 173 - 173 - 173
bond
Issue of shares in 538 399 - - 937 - 937
the year
At 31 December 2013 6,074 42,856 10,869 (42,843) 16,956 7,219 24,175
UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS YEAR TO 30 JUNE 2014
Group Share Share Other Retained Total Non-controlling Total
capital premium reserves losses interests equity
account
€'000 €'000 €'000 €'000 €'000 €'000 €'000
At 1 January 2014 6,074 42,856 10,869 (42,843) 16,956 7,219 24,175
Exchange - - (30) 156 126 154 280
translation
adjustments
Loss for the period - - - (215) (215) (180) (395)
Other comprehensive - - - - - - -
income
30 June 2014 6,074 42,856 10,839 (42,902) 16,867 7,193 24,060
STATEMENT OF CASH FLOWS FOR THE YEAR SIX MONTHS ENDED 30 JUNE 2014
Note Six Months Six Months Year
to 30 June to 30 June Ended 31
2014 2013 December
2013
Unaudited Unaudited Audited
€'000 €'000 €'000
Net cash outflow from operating (134) (934) (2,703)
activities
Cash flows from investing
activities
Purchase of intangible fixed asset - - (191)
Purchase of property, plant and - - (10)
equipment
Interest received - 7
Net cash inflow/(outflow) from - 7 (201)
investing activities
Cash flows from financing
activities
Proceeds from issues of new - 702 -
ordinary shares (net of expenses)
Proceeds of issue of convertible - - 2,340
bond
Proceeds from short term loans 31 - 200
Net cash inflow from financing 31 702 2,540
activities
Net increase /(decrease) in cash (103) (225) (364)
for the period
Cash and cash equivalents at 1,477 1,843 1,843
beginning of year
Exchange differences - - (2)
Cash and cash equivalents at end of 1,374 1,618 1,477
period
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
Clear Leisure plc is a company incorporated and domiciled in England and Wales.
The Company's ordinary shares are traded on AIM of the London Stock Exchange.
The address of the registered office is 45 Pont Street, London SW1X0BD
The principal ativity of the Group is that of an investment company pursuing a
stratergy to create a portfolio of companies within the leisiure, entertainment
and interactive media.
2. Accounting policies
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period covered by these consolidated
financial statements.
Basis of preparation
The interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with the recognition and measurement
criteria of International Financial Reporting Standards (IFRS) as adopted by
the European Union. Statutory financial statements for the year ended 31
December 2013 were approved by the Board of Directors on 15 December 2014 and
delivered to the Registrar of Companies. The report of the auditors on those
financial statements was unqualified.
The financial statements have been prepared under the historical cost
convention except for certain available for sale investments that are stated at
their fair values and land and buildings that have been revalued to their fair
value.
The interim financial information for the six months ended 30 June 2014 has not
been reviewed or audited. The interim financial report has been approved by the
Board on 15 December 2014.
Going concern
The Directors, having made appropriate enquiries, consider that adequate
resources exist for the Company to continue in operational existence for the
foreseeable future and that, therefore, it is appropriate to adopt the going
concern basis in preparing the interim financial statements for the period
ended 30 June 2014.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business. The
key risks that could affect the Company's medium term performance and the
factors that mitigate those risks have not substantially changed from those set
out in the Company's 2013 Annual Report and Financial Statements, a copy of
which is available on the Company's website:
www.clearleisure.com The key financial risks are liquidity and credit risk.
Critical accounting estimates
The preparation of interim financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in note 2 of the Company's 2013 Annual Report and
Financial Statements. The nature and amounts of such estimates have not changed
significantly during the interim period.
3. Segment information
IFRS 8 requires reporting segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed by the chief
operating decision maker.
Information reported to the Group's chief operating decision maker for the
purposes of resource allocation and assessment of segment performance is
specifically focused on the geographical segments within the Group.
Information regarding the Group's reportable segments is presented below:
Six months to Six Months to 12 Months to
30 June 2014 30 June 2013 31 December 2013
Unaudited Unaudited Audited
UK Italy Total UK Italy Total UK Italy Total
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Revenue - 48 48 - 19,742 19,742 - 1,291 1,291
Cost of - - - - (13,723) (13,723) - (515) (515)
sales
Gross 48 48 6,019 6,019 776 776
Profit
Gain/(loss) - - - - - - - - -
on
Disposal of
investment
Finance - - - - 7 7 - - -
Income
Finance (200) (61) (261) (255) (167) (422) (335) (157) (492)
charges
Other (109) (73) (182) (27) (5,359) (5,386) (1,482) (780) (2,262)
operating
expenses
Impairment - - - 233 - 233 - (5,342) (5,342)
of
investments
Loss for (309) (86) (395) (49) 500 451 (1,817) (5,503) (7,320)
the period
Unaudited six months to 30 June 2014
Segment Segment Net Net assets/
assets liabilities additions (liabilities)
to
non-current
Assets
€'000 €'000 €'000 €'000
UK 85 (7,595) - (7,510)
Italy 49,192 (17,622) - 31,570
49,277 (25,217) - 24,060
Unaudited Six months to 30 June 2013
Segment Segment Net Net assets/
assets liabilities additions (liabilities)
to
non-current
Assets
€'000 €'000 €'000 €'000
UK 25 (6,421) - (6,396)
Italy 74,879 (27,376) - 47,503
74,904 (33,797) - 41,107
Audited Year ended 31 December 2013
Segment Segment Net Net assets/
assets liabilities additions (liabilities)
to
non-current
Assets
€'000 €'000 €'000 €'000
UK 60 (7,458) - (7,398)
Italy 50,502 (18,929) - 31,573
50,562 (26,387) - 24,175
4. Loss per share
The basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period. Diluted earnings per share is
computed using the same weighted average number of shares during the period
adjusted for the dilutive effect of share warrants and convertible loans
outstanding during the period.
The profit and weighted average number of shares used in the calculation are
set out below:
Six months Six months Year to
30 Jun 2014 30 Jun 2014 31 Dec 2013
(Unaudited) (Unaudited) (Audited)
€'000 €'000 €'000
Basic and fully duluted earnings per share
Continuing operations (309) 325 (6,249)
Discontinuing operations (-7,358)
Adjusted loss (309) 325 (13,607)
Weighted average number of ordinary shares 197,564 110,225 197,564
Adjusted weighted average number of ordinary 197,564 110,225 197,564
shares
Continuing operations (€ 0.002) € 0.003 (€ 0.03)
Discontinuing operations - - (€ 0.04)
IAS 33 requires presentation of diluted earnings per share when a company could
be called upon to issue shares that would decrease earnings per share or
increase net loss per share. For a loss making company with outstanding share
options and warrants, net loss per share would only be increased by the
exercise of out-of-the money options and warrants. Since it seems inappropriate
that option holders would act irrationally, no adjustment has been made to
diluted earnings per share for out-of-the money options and warrants in the
comparatives. There are no other diluting share issues
5. Available for sale investments
Group Six months Six months Year Ended
to to 31
December
30 June 2014 30 June 2013 2013
€'000 €'000 €'000
Fair value
At beginning of period 7,527 8,214 8,214
Exchange translation adjustment - - -
Impairment recognised in the income - - (687)
statement
Transfer to Investments in Subsidiaries - - -
Transfer from trade and other receivables - - -
Additions -
Carrying value 7,527 8,214 7,527
Non-current assets 7,527 7,894 7,527
Current assets - 320 -
7,527 8,214 7,527
6. Copies of Half-yearly results
Copies of the half-yearly results are available at the Group´s web site at
www.clearleisure.com. Copies may also be obtained from the Group´s registered
office: Clear Leisure plc, 45 Pont Street, London SW1X 0BD.
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