CLP.L Regulatory News (CLP)

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 the6 months ended 30 June 2014. For further information please contact: Clear Leisure Plc +39 02 4795 1642Alfredo Villa, CEO and Excecutive Chairman Cairn Financial Advisers LLP (Nominated Adviser) +44 (0) 20 7148 7900Jo Turner Peterhouse Corporate Finance (Joint Broker) +44 (0) 20 7469 0935Lucy Williams / Heena Karani Leander PR +44 (0) 7795 168 157Christian Taylor-Wilkinson About Clear Leisure Plc Clear Leisure Plc (AIM: CLP) is an AIM listed investment company pursuingstrategy to create a comprehensive portfolio of companies primarilyencompassing the leisure and real estate sectors mainly in Italy but also otherEuropean countries. The Company may be either a passive or active investor andClear Leisure's investment rationale ranges from acquiring minority positionswith strategic influence through to larger controlling positions. For furtherinformation, please visit, www.clearleisure.com Financial Review The Company reported revenues of EUR 48,000 (June 2013: 19.7 million) in thesix months to 30 June 2014; the reduced revenue is the direct result of thediscontinued operations in February 2014 of the Group's hotel and touroperator, ORH S.p.A. The Net Asset Value (NAV) attributable to the share holders of the Company wasEUR 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). ThisNAV is considerably higher than the current market value of the company'sshares 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 wasEUR 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 firsthalf of 2014. The Board considered them too low and they were restricted bycertain conditions, which the Company was unable to meet. The Company continuesto manage its position on Mediapolis and looks forward to finding a suitablebuyer in 2015. The Italian economy has declined further in 2014 and the Group will look totake 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 hotelresorts and the Board will look to streamline the H&L portfolio and will bepreparing these assets for sale in 2015. The Company believes that following the restructuring of the businesses andstreamlining it's operations, financial statements will be published morepromptly following each period end. In addition to Mediapolis the H&L fund, theBoard continues to review its entire investment portfolio with a view torealising these assets. Operational review On 6 January 2014, the Company announced that it increased its interest in theItalian sushi restaurant chain, Sosushi Company srl from 51 per cent. to 100per cent. Consideration was in a form of a credit compensationagreement between the vendor and the Company with no additional cash paymentrequired. On 7 January 2014, the Company announced that it received an additionalunsolicited, 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 Italianinvestors, made the binding proposal. On 13 January 2014, the Company announced that further to the announcements onMediapolis S.p.A. dated 22 November 2013 and 7 January 2014, the Companysubmitted on 10 January 2014 to the Ivrea Tribunal, a formal proposal for therestructuring of the Mediapolis debt, the "Concordato in Continuità". On 12 February 2014, the Company announced that ORH S.p.A, its 73.43% hotel andtravel company, had been placed into voluntary liquidation at the MilanTribunal. On 6 March 2014, the Company announced that a total 14.4 million Clear Leisureshares that were originally allotted for the acquisition of ORH S.p.A werereturned to the Company (the "Shares"). The Shares were used to acquire part ofthe Company's 73.43% holding in ORH between the dates of 28 June 2011 and 23February 2012 and they amounted to 7.3% of the total issued share capital ofthe Company. The Company re-issued the first tranche of 7,200,000 ordinaryshares to settle liabilities in relation to the Ivrea court hearing, theremaining 7,200,000 ordinary shares (Tranche 2 shares) were held in treasuryand will be used for a future placing or acquisitions. On 18 March 2014, the Company announced that it signed a £10 million equityline 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 yearwarrants at a price of 4.4 pence per ordinary share. On 23 May 2014, the Company announced that, despite its best efforts to provethe value of the restructuring proposal of the Mediapolis asset, the IvreaTribunal Court did not accepted its "Concordato in Continuita" proposal. On 27 May 2014, the Company announced that it acquired a 100% interest in aspecific vehicle which controls the entire share capital of the Hospitality &Leisure Fund ("H&L Fund"), an Italian real estate fund regulated by the Italianfinancial 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 claimfor damages of EUR 34.5 million (the appraised value of the Mediapolis landmade in relation of the Ivrea Tribunal procedure), against the RegionePiemonte. This claim was directly related to the decision by the Ivrea Tribunal againstthe Company's "Concordato in continuità" procedure which was not accepted bythe Tribunal, due to the lack of formal answer from Regione Piemonte on theremaining construction permit, and that the fault of the Regione Piemonte wasclearly stated on the decision passed by the Tribunal. On 13 June 2014, the Company announced that the mayor of Albiano d'Ivrea agreedto present the "Mediapolis Project" to Italy's Prime Minister as one of theprojects of public interest to be included in the "Sblocca Italia"legislation.The "Sblocca Italia" (Unlock Italy) legislation, is a specialinitiative by Italy's Prime Minister Renzi to allow the mayors of all Italiantowns and cities the discretion to put forward specific projects that have beenprevious 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 willupdate 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 incomeattributable 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 39,044equipment Available for sale 7,527 7,894 7,527investments 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 30,514liabilities 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 16,956owners 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-controllinginterests insubsidiary Disposal of - - - - - (1,672) (1,672)subsidiary Issue of convertible - - 173 - 173 - 173bond Issue of shares in 538 399 - - 937 - 937the 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 280translationadjustments 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 investingactivities 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 financingactivities Proceeds from issues of new - 702 -ordinary shares (net of expenses) Proceeds of issue of convertible - - 2,340bond Proceeds from short term loans 31 - 200 Net cash inflow from financing 31 702 2,540activities Net increase /(decrease) in cash (103) (225) (364)for the period Cash and cash equivalents at 1,477 1,843 1,843beginning of year Exchange differences - - (2) Cash and cash equivalents at end of 1,374 1,618 1,477period 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 astratergy to create a portfolio of companies within the leisiure, entertainmentand interactive media. 2. Accounting policies The principal accounting policies are summarised below. They have all beenapplied consistently throughout the period covered by these consolidatedfinancial statements. Basis of preparation The interim financial information set out above does not constitute statutoryaccounts within the meaning of the Companies Act 2006. It has been prepared ona going concern basis in accordance with the recognition and measurementcriteria of International Financial Reporting Standards (IFRS) as adopted bythe European Union. Statutory financial statements for the year ended 31December 2013 were approved by the Board of Directors on 15 December 2014 anddelivered to the Registrar of Companies. The report of the auditors on thosefinancial statements was unqualified. The financial statements have been prepared under the historical costconvention except for certain available for sale investments that are stated attheir fair values and land and buildings that have been revalued to their fairvalue. The interim financial information for the six months ended 30 June 2014 has notbeen reviewed or audited. The interim financial report has been approved by theBoard on 15 December 2014. Going concern The Directors, having made appropriate enquiries, consider that adequateresources exist for the Company to continue in operational existence for theforeseeable future and that, therefore, it is appropriate to adopt the goingconcern basis in preparing the interim financial statements for the periodended 30 June 2014. Risks and uncertainties The Board continuously assesses and monitors the key risks of the business. Thekey risks that could affect the Company's medium term performance and thefactors that mitigate those risks have not substantially changed from those setout in the Company's 2013 Annual Report and Financial Statements, a copy ofwhich 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 makeestimates and assumptions that affect the reported amounts of assets andliabilities at the end of the reporting period. Significant items subject tosuch estimates are set out in note 2 of the Company's 2013 Annual Report andFinancial Statements. The nature and amounts of such estimates have not changedsignificantly during the interim period. 3. Segment information IFRS 8 requires reporting segments to be identified on the basis of internalreports about components of the Group that are regularly reviewed by the chiefoperating decision maker. Information reported to the Group's chief operating decision maker for thepurposes of resource allocation and assessment of segment performance isspecifically 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 776Profit Gain/(loss) - - - - - - - - -on Disposal ofinvestment 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)ofinvestments 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 earningsattributable to ordinary shareholders by the weighted average number ofordinary shares outstanding during the period. Diluted earnings per share iscomputed using the same weighted average number of shares during the periodadjusted for the dilutive effect of share warrants and convertible loansoutstanding during the period. The profit and weighted average number of shares used in the calculation areset 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 197,564 110,225 197,564shares Continuing operations (€ 0.002) € 0.003 (€ 0.03) Discontinuing operations - - (€ 0.04) IAS 33 requires presentation of diluted earnings per share when a company couldbe called upon to issue shares that would decrease earnings per share orincrease net loss per share. For a loss making company with outstanding shareoptions and warrants, net loss per share would only be increased by theexercise of out-of-the money options and warrants. Since it seems inappropriatethat option holders would act irrationally, no adjustment has been made todiluted earnings per share for out-of-the money options and warrants in thecomparatives. 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 atwww.clearleisure.com. Copies may also be obtained from the Group´s registeredoffice: Clear Leisure plc, 45 Pont Street, London SW1X 0BD.