QUANTUM BLOCKCHAIN TECHNOLOGIES PLC — Interim / Quarterly Report 2014

Dec 15, 2014

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CLEAR LEISURE PLC - Half-yearly Report

PR Newswire

London, December 15

                                                           15 December 2014                               Clear Leisure plc                ("Clear Leisure", "the Group" or "the Company")                              Half-yearly Results                      For the 6 Months Ended 30 June 2014Clear 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 ChairmanCairn Financial Advisers LLP (Nominated Adviser) +44 (0) 20 7148 7900Jo TurnerPeterhouse Corporate Finance (Joint Broker) +44 (0) 20 7469 0935Lucy Williams / Heena KaraniLeander PR +44 (0) 7795 168 157Christian Taylor-WilkinsonAbout Clear Leisure PlcClear 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.comFinancial ReviewThe 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 reviewOn 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 2014Operational AssetsName                       Stake                     DivisionSipiem                     50.16%                    Theme ParksYou Can Group              100%                      RestaurantsAscend Capital             10.0%                     FinanceInvestments for SaleName                       Stake                     DivisionMediapolis S.p.A.          69.45%                    Leisure / Real EstateBibop                      67.12%                    Interactive MediaGeosim                     8.9%                      Interactive MediaThe 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                                                                        AuditedContinuing operations                             €'000        €'000      €'000Revenue                                              48       19,742      1,291Cost of sales                                         -     (13,723)      (515)                                                     48        6,019        776Administration 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 operationsLoss from discontinued operations                     -            -    (7,358)Loss for the Period                                   -            -   (14,717)Other comprehensive incomeExchange translation differences                      -            -        (2)Total other comprehensive income /                (395)          451        (2)(loss)TOTAL COMPREHENSIVE INCOME /( LOSS)               (395)          451   (14,719)FOR THE PERIODProfit /(loss) attributable to:Owners of the parent                              (309)          325   (13,607)Non-controlling interests                          (86)          126    (1,110)Total comprehensive incomeattributable toOwners 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 operationsBasic and diluted loss per share from                 -            -    (€0.04)discontinued operationsBasic 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                                                                          €'000Non-current assetsGoodwill                                           9       6,652              9Other intangible assets                            -       4,665            235Property, plant and                           38,916      41,301         39,044equipmentAvailable for sale                             7,527       7,894          7,527investmentsOther receivables                                 21       2,613             29Total non-current assets                      46,473      63,125         46,844Current assetsInventories                                        9         204            135Available for sale                                 -         320              -investmentsTrade and other receivables                    1,404       9,637          2,106Cash and cash equivalents                      1.374       1,618          1,477Total current assets                           2,785      11,779          3,718Current liabilitiesTrade 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)assetsTotal assets less current                     30,969      47,848         30,514liabilitiesNon-current liabilitiesBorrowings                                   (5,469)     (6,237)        (4,959)Deferred liabilities and                     (1,440)       (504)        (1,380)provisionsTotal non-current                            (6,909)     (6,741)        (6,339)liabilitiesNet assets                                    24,060      41,107         24,175EquityShare capital                                  6,074       6,068          6,074Share premium account                         42,856      42,734         42,856Other reserves                                10,839      10,702         10,698Retained losses                             (42,902)    (28,789)       (42,843)Equity attributable to                        16,867      30,715         16,956owners of the CompanyNon-controlling interests                      7,193      10,392          7,219Total equity                                  24,060      41,107         24,175STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2013Group                  Share   Share    Other Retained    Total Non-controlling    Total                     capital premium reserves   losses                interests   equity                             account                       €'000   €'000    €'000    €'000    €'000           €'000    €'000At 1 January 2013      5,536  42,457   10,698 (29,236)   29,455          10,111   39,566Loss for the year          -       -        - (13,607) (13,607)         (1,111) (14,718)Other comprehensive        -       -      (2)        -      (2)               -      (2)incomeTotal comprehensive        -       -      (2) (13,607) (13,609)         (1,111) (14,720)income for the yearAcquisition of             -       -        -        -        -           (109)    (109)non-controllinginterests insubsidiaryDisposal of                -       -        -        -        -         (1,672)  (1,672)subsidiaryIssue of convertible       -       -      173        -      173               -      173bondIssue of shares in       538     399        -        -      937               -      937the yearAt 31 December 2013    6,074  42,856   10,869 (42,843)   16,956           7,219   24,175UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS YEAR TO 30 JUNE 2014Group                 Share   Share    Other Retained   Total Non-controlling  Total                    capital premium reserves   losses               interests equity                            account                      €'000   €'000    €'000    €'000   €'000           €'000  €'000At 1 January 2014     6,074  42,856   10,869 (42,843)  16,956           7,219 24,175Exchange                  -       -     (30)      156     126             154    280translationadjustmentsLoss for the period       -       -        -    (215)   (215)           (180)  (395)Other comprehensive       -       -        -        -       -               -      -income30 June 2014          6,074  42,856   10,839 (42,902)  16,867           7,193 24,060STATEMENT 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        €'000Net cash outflow from operating                  (134)       (934)      (2,703)activitiesCash flows from investingactivitiesPurchase of intangible fixed asset                   -           -        (191)Purchase of property, plant and                      -           -         (10)equipmentInterest received                                    -           7Net cash inflow/(outflow) from                       -           7        (201)investing activitiesCash flows from financingactivitiesProceeds from issues of new                          -         702            -ordinary shares (net of expenses)Proceeds of issue of convertible                     -           -        2,340bondProceeds from short term loans                      31           -          200Net cash inflow from financing                      31         702        2,540activitiesNet increase /(decrease) in cash                 (103)       (225)        (364)for the periodCash and cash equivalents at                     1,477       1,843        1,843beginning of yearExchange differences                                 -           -          (2)Cash and cash equivalents at end of              1,374       1,618        1,477periodNOTES TO THE FINANCIAL STATEMENTS 1. General InformationClear 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 SW1X0BDThe 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 policiesThe principal accounting policies are summarised below. They have all beenapplied consistently throughout the period covered by these consolidatedfinancial statements.Basis of preparationThe 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 concernThe 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 uncertaintiesThe 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 estimatesThe 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 informationIFRS 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   €'000Revenue          -     48     48       -   19,742   19,742       -   1,291   1,291Cost of          -      -      -       - (13,723) (13,723)       -   (515)   (515)salesGross                  48     48            6,019    6,019             776     776ProfitGain/(loss)      -      -      -       -        -        -       -       -       -onDisposal ofinvestmentFinance          -      -      -       -        7        7       -       -       -IncomeFinance      (200)   (61)  (261)   (255)    (167)    (422)   (335)   (157)   (492)chargesOther        (109)   (73)  (182)    (27)  (5,359)  (5,386) (1,482)   (780) (2,262)operatingexpensesImpairment       -      -      -     233        -      233       - (5,342) (5,342)ofinvestmentsLoss for     (309)   (86)  (395)    (49)      500      451 (1,817) (5,503) (7,320)the periodUnaudited six months to 30 June 2014         Segment     Segment         Net   Net assets/          assets liabilities   additions (liabilities)                                      to                             non-current                                  Assets           €'000       €'000       €'000         €'000UK            85     (7,595)           -       (7,510)Italy     49,192    (17,622)           -        31,570          49,277    (25,217)           -        24,060Unaudited Six months to 30 June 2013          Segment     Segment         Net   Net assets/           assets liabilities   additions (liabilities)                                       to                              non-current                                   Assets            €'000       €'000       €'000         €'000UK             25     (6,421)           -       (6,396)Italy      74,879    (27,376)           -        47,503           74,904    (33,797)           -        41,107Audited Year ended 31 December 2013         Segment     Segment         Net   Net assets/          assets liabilities   additions (liabilities)                                      to                             non-current                                  Assets           €'000       €'000       €'000         €'000UK            60     (7,458)           -       (7,398)Italy     50,502    (18,929)           -        31,573          50,562    (26,387)           -        24,1754. Loss per shareThe 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      €'000Basic and fully duluted earnings per shareContinuing 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     197,564Adjusted weighted average number of ordinary     197,564    110,225     197,564sharesContinuing 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 issues5. Available for sale investmentsGroup                                       Six months   Six months Year Ended                                                    to           to         31                                                                      December                                          30 June 2014 30 June 2013       2013                                                 €'000        €'000      €'000Fair valueAt beginning of period                           7,527        8,214      8,214Exchange translation adjustment                      -            -          -Impairment recognised in the income                  -            -      (687)statementTransfer to Investments in Subsidiaries              -            -          -Transfer from trade and other receivables            -            -          -Additions                                                                    -Carrying value                                   7,527        8,214      7,527Non-current assets                               7,527        7,894      7,527Current assets                                       -          320          -                                                 7,527        8,214      7,5276. Copies of Half-yearly resultsCopies 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.