Clear Leisure Plc Update on Bond Conversion and General Meeting
05 December 2018 - 6:00PM
UK Regulatory
TIDMCLP
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014
5 December 2018
Clear Leisure Plc
("Clear Leisure" or "the Company")
Update on Bond Conversion and Notice of General Meeting
Partial conversion of Company's EUR9.9m Bond
On 12 September 2018, holders of the Clear Leisure (AIM: CLP) EUR9.9 million
convertible bonds (the "Bonds"), approved amendments regarding the conversion
terms of the Bonds and subsequently, on 28 September 2018, the Company issued a
Conversion Notice to its bondholders which required any Objection to Conversion
to be lodged with the Company by 27 November 2018 (as announced on 1 October
2018).
The board of the Company confirms that it has received valid Objection Notices
amounting to EUR4.8m (at face value) of the EUR6.9m of the Bonds currently in
issue.
As a consequence, the Company has elected to convert EUR2.1m (at face value) plus
accrued interest into Clear Leisure new ordinary shares, at a Conversion Price
of 4.234 euro cents per share. The Conversion Price represents five times the
average closing mid-market price of 0.752 pence per share in the ten working
days immediately prior to the date of the Conversion Notice (28 September
2018), converted into euros at the Company's reasonable assessment of the
mid-market exchange rate on that date of 1.126 EUR to GBP.
The Bond conversion represents approximately 30% of the Bonds currently in
issue and will convert into 50,992,826 new ordinary shares of the Company. The
Conversion Price equates to an 80% discount on the Bonds face value.
The Conversion and allotment of shares will take place on or around 27 December
2018 and application will be made for the new ordinary shares to be admitted to
AIM.
Notice of General Meeting
Clear Leisure also wishes to advise shareholders that it has issued a notice of
a General Meeting ("GM") to be held at 22 Great James Street, London WC1N 3ES,
at 12:00 p.m. on 19 December 2018, to seek approval for the following special
resolutions:
* to authorise the Directors to allot shares in the Company or grant rights
to subscribe for or to convert any security into shares in the Company up
to an aggregate nominal amount equal to GBP500,000; and,
* to dis-apply the statutory pre-emption provisions contained in Section 570
of the Companies Act for all newly authorised shares.
The Notice of General Meeting, Circular and proxy forms for the General Meeting
have been posted to shareholders. Shareholders, as members of the Company, are
entitled to appoint one or more proxies to exercise all or any of their rights
to attend, speak and vote at the GM.
To be entitled to attend and vote at the GM (and for the purpose of the
determination by the Company of the votes they may cast), Shareholders must be
registered in the Register of Members of the Company by 12:00 p.m. 17 December
2018 or, in the event of any adjournment, not less than 48 hours (excluding
non-business day) prior to the time of the adjourned meeting.
-ends-
For further information please contact:
Clear Leisure Plc
Francesco Gardin, CEO and Executive Chairman
+39 335 296573
SP Angel Corporate Finance (Nominated Adviser & Broker)
Jeff Keating / John Mackay / Charlie Bouverat
+44 (0)20 3470 0470
Leander (Financial PR)
Christian Taylor-Wilkinson
+44 (0) 7795 168 157
About Clear Leisure Plc
Clear Leisure plc (AIM: CLP) is an AIM listed investment company with a
portfolio of companies primarily encompassing the leisure and real estate
sectors mainly in Italy. 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 recently launched a joint venture initiative in the
cryptocurrency mining sector. For further information, please visit,
www.clearleisure.co.uk
END
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