QUANTUM BLOCKCHAIN TECHNOLOGIES PLC — AGM Information 2015

Feb 17, 2015

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CLEAR LEISURE PLC - Posting of Circular and Notice of AGM

PR Newswire

London, February 17

                                                           17 February 2015                               Clear Leisure plc                       ("Clear Leisure" or "the Company)             Publication of Circular and Notice of General MeetingClear Leisure plc announces that it has today published a circular toshareholders ("the Circular") to convene its Annual General Meeting ("AGM") atwhich it will propose certain resolutions including a capital reorganisation ofthe Company's share capital ("Capital Reorganisation") and the grant newauthorities to allot and issue ordinary shares, details of which follow.The Company needs to raise further working capital in the short term toalleviate a material constraint on working capital until such time as assetsare realised. The proposed resolutions are required, inter alia, to provide theCompany with the ability to issue new ordinary shares for cash.Proposed Share Capital ReorganisationThe Company currently has in issue 199,409,377 ordinary shares of 2.5p each("Existing Ordinary Shares") and, as at the close of business on 13 February2015 (being the last practicable date prior to the date of this document), themiddle market price per Existing Ordinary Share was 0.8p. The Company isprohibited by the Act from issuing ordinary shares at a price below the nominalvalue of these shares. Consequently, a share capital reorganisation will benecessary in order to allow any equity fundraise to occur.The Company therefore proposes to reorganise its share capital by subdividingeach issued Existing Ordinary Share into one ordinary share of 0.25p and onedeferred share of 2.25p ("New Ordinary Shares"). This reorganisation willmaintain the number of Existing Ordinary Shares and create an equal number ofdeferred shares with limited rights which are set out below. The share price ofthe Company should be unchanged following the Capital Reorganisation.The New Ordinary Shares will have the same rights as to voting, dividends andreturn on capital as the Existing Ordinary Shares. The interests of theShareholders (both in terms of their economic interest and voting rights) willnot be diluted by the implementation of the Capital Reorganisation. As aresult, the Company does not currently intend to issue replacement sharecertificates and, assuming the Capital Reorganisation is effected, referencesin any share certificate to a nominal value of 2.5p will be deemed to be anominal value of 0.25p. The ISIN and SEDOL numbers for the New Ordinary Shareswill be the same as for the Existing Ordinary Shares being GB00B50P5B53 andB50P5B5 respectively.The deferred shares carry minimal rights thereby rendering them effectivelyvalueless. The rights attaching to the deferred shares can be summarised asfollows: i. the holders thereof do not have any right to participate in the profits or    income or reserves of the Company;ii. on a return of capital on a winding up the holders thereof will only be    entitled to an amount equal to the nominal value of the deferred shares but    only after the holders of Ordinary Shares have received £10,000,000 in    respect of each Ordinary Share;iii. the holders thereof have no right to receive notice of or attend or vote    at any general meeting of the Company; andiv. the Company may acquire the deferred shares for a nominal consideration at    any time.The Capital Reorganisation is conditional upon Shareholder approval and, at theAnnual General Meeting, Shareholders will be asked to consider and, if thoughtfit, approve the Capital Reorganisation. As the Capital Reorganisation willchange the nominal value of the Existing Ordinary Shares, a minor alteration tothe Articles will need to be made and approved by a special resolution at theAnnual General Meeting. Details of the Annual General Meeting are set outbelow.Notice of General MeetingThe Capital Reorganisation and the grant of new authorities are subject to theapproval of shareholders at the AGM which is being held at 10.00 a.m. on 11March 2015 at the offices of Cairn Financial Advisers, 61 Cheapside, LondonEC2V 6AX.A copy of the Circular will shortly be available on the Company's website atwww.clearleisure.com.For further information please contact:Clear Leisure plc +39 02 4795 1642Alfredo Villa, CEOCairn Financial Advisers LLP (Nominated Adviser) +44 (0) 20 7148 7900Jo Turner / Liam MurrayPeterhouse Corporate Finance (Broker) +44 (0) 20 7469 0935Lucy Williams / Heena KaraniAbout Clear Leisure PlcClear Leisure Plc (AIM: CLP) is an AIM listed investment Company pursuing adynamic strategy 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