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Clear Leisure Plc (CLP)

  Print      Mail a friend       Annual reports

Monday 15 December, 2014

Clear Leisure Plc

Final Results for year ended 31 Dec 2013


                                                               15 December 2014

                               CLEAR LEISURE PLC                               

               ("Clear Leisure" or "the Group" or "the Company")               

                      FINAL CONSOLIDATED AUDITED RESULTS                       

                      For the year Ended 31 December 2013                      

Clear Leisure today announces its audited results for the year ended 31
December 2013.

Copies of the Company's Annual Report and Accounts will be sent to shareholders
will be sent to shareholders and will be available on the Company's website 
www.clearleisure.com today. Further copies may be obtained directly from the
Company's registered office at Clear Leisure plc, 45 Pont Street, London SW1X
0BD.

For further information please contact:

Clear Leisure plc +39 02 4795 1642
Alfredo Villa, CEO

Cairn Financial Advisers LLP (Nominated Adviser) +44 (0) 20 7148 7900
Jo Turner / Liam Murray

Peterhouse Corporate Finance (Broker) +44 (0) 20 7469 0935
Heena Karani

Leander (Financial 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 a
dynamic 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

The financial information set out below does not constitute the Company's
statutory accounts for the periods ending 31 December 2013 or 31 December
2012.  The financial information for 2013 and 2012 is derived from the
statutory accounts for those years.  The statutory accounts for 2012 have been
delivered to the Registrar of Companies.  The statutory accounts for 2013 will
be delivered to the Registrar of Companies following the Company's annual
general meeting.  The auditors, Welbeck Associates, have reported on the 2013
and 2012 accounts. The report for 2013 was qualified as disclosed in the
Independent Auditors' Report.  This preliminary announcement has been prepared
on the basis of the accounting policies as stated in the financial statements
for the period ended 31 December 2013.  The information included in this
preliminary announcement is based on the Company's financial statements, which
are prepared in accordance with International Financial Reporting Standards
(IFRS).

CHAIRMAN'S STATEMENT

The past 12 months have been very challenging for the Company, mostly due to
the unforeseen closing and subsequent write-down of our tour operator and hotel
management company, ORH SpA, at the start of 2014. This loss was particularly
hard felt following ORH's positive contribution to the Group in the first six
months of 2013.

The Board's initial investigations in to the operations of the ORH Group
reveled that there were serious financial irregularities in its operations and
this left the Board with no option but to indefinitely suspend operations and
write down the entire investment to zero in 2013. This resulted an exceptional
charge of Euro 7.4 million. The Company will continue to pursue legal action
against the former directors and owners of ORH S.p.A through both civil and
criminal courts in Italy, with the view that compensation will be recovered in
due course.

The collapse of the Ora Hotel chain, together with the Board's decision to
adopt a more prudent approach to the valuations placed on the Group's other
assets, this had contributed to the delay in publishing the accounts for 2013.
The Italian economy continues to deteriorate, a situation that has been in
evidence since 2009, with acceleration in the last three years. This has
particularly impacted the leisure and hotel sectors, where the Company's assets
operate, leading to impairment losses and provisions of Euro 5.3 million, which
taken together with the write down of our investment in ORH, represents much of
the Company's loss for the year.

However and despite these events, the Company has continued its strategy to
restructure its holdings, reduce its debt position and overheads, establish a
more accurate valuation for each of its assets, and to create more desirable
conditions to improve the salability of certain assets, such as the Mediapolis
Investment.

The Board is pleased with the initial results of this strategy and expects to
be able to present to its shareholders a clearer and more positive financial
position and asset valuation.

Despite the adverse and difficult economic conditions in Italy in the past few
years the Board honored its undertaking to shareholders that was made in
February 2013, to not issue further Clear Leisure stock to support its business
activities.

The current Net Asset Value per share in the financial statements is 7 pence
per share, and is considerably higher than the last closing price of our stock
and above the 2013

STRATEGIC REPORT

The Directors present their Strategic Report on Clear Leisure plc and its
subsidiary undertakings ("the Group") for the year ended 31 December 2013.

The Strategic Report is a new statutory requirement under section 414A of the
Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013
and is intended to provide fair, balanced and understandable information that
enables the Directors to be satisfied that they have complied with section 172
of the Companies Act 2006, which sets out the Directors' duty to promote the
success of the Group and Company.

REVIEW OF THE BUSINESS AND DEVELOPMENTS DURING THE YEAR

During the year, the Group completed a placing of a zero coupon convertible
bond at a conversion price of 15p per share and issued at 78% of face value.
The Group sold €3,000,000 to different European institutions, with the
remaining €6,900,000 held in the Group's treasury account. The net proceeds of
the issue were used to buy back, at a discount, existing debt positions.

In October 2013 the Company announced that ORH Spa had temporarily suspended
operations pending an investigation into suspected financial irregularities
within the ORH group. The investigation confirmed the Board's suspicions that
there had been serious financial irregularities within the ORH group, and on 3
December 2013, the Group announced that legal action had resulted in the
settlement of its investment in the subsidiary. The settlement resulted in a
disposal of part of the Group's holding in ORH S.p.A. In addition a liquidator
was appointed by a tribunal in Milan on 2 February 2014. These two events have
resulted in the Group no longer holding a controlling interest in ORH S.p.A.

The Group made progress in settling creditors throughout the year. On 6
February 2013, the Group entered into a conditional agreement with certain
creditors to buy back £2,704,594 of Clear Leisure debt for a cash amount of £
1,576,165. The Group repaid debt of EUR 230,000 to an outstanding creditor by
issuing 3.2 million Clear Leisure Ordinary shares at a price of 6p per share.
The Group repaid clients of Eufingest S.A. the amount of £600,000 in settlement
of a short-term loan through the issue of 15 million Clear Leisure Ordinary
shares at a price of 4p per share.
 

Mr Alfredo Villa, CEO and Interim Chairman of the Group has offered to forgo
his salary of £120,000 for a period of one year. Mr Villa has also proposed
that the outstanding salary of £85,000 owed to him in this current financial
year, ending 31 December 2013, may be written-off or converted into Clear
Leisure Plc ordinary shares should the Company undertake a new equity placing
at any time in the next 12 months. Mr Villa made a loan to the Company of EUR
50,000 in conjunction with the external audit of ORH SpA and to expedite the
operational recovery of the hotel chain. Mr Villa has agreed to accept
repayment of the loan within the next 12 months, or that he may convert this
amount into Clear Leisure Plc ordinary shares.

The Group received an unsolicited, but binding and fully-financed offer from
Generali Investimenti Holding , a Milan based building contractor to acquire
the Company's entire holding (directly and indirectly held by the Company) in
Mediapolis S.p.A. The offer was between €20-€30m in cash or stocks based on
certain conditions and further details of this offer is available in the
regulatory news issued on that day.

Board changes

On 11 February 2013, the Group announced that Mr Enrico Petocchi and Mr Dominic
White both resigned as non-executive directors of the Company.

On 29 August 2013, the Group announced that Cesare Suglia, Executive Director,
stepped down from the Board and left the Company.

On 18 October 2013, the Group announced the resignation of Luke Johnson as
non-Executive Chairman and appointed Alfredo Villa as Interim Chairman.

Future developments

On 6 January 2014, the Group announced that it increased its interest in the
Italian sushi restaurant chain, Sosushi Company Srl from 51 per cent. to 100
per cent. Consideration will take the form of a credit compensation
agreement between the vendor and the Group with no additional cash payment
required.

On 7 January 2014, the Group announced that it received an additional
unsolicited, but binding offer to acquire the Group's entire holding (directly
and indirectly held by the Group) in Mediapolis S.p.A. by Fornest Ltd, a UK
investment company, which manages the interests of certain Italian investors.

On 13 January 2014, the Group announced that further to the announcements on
Mediapolis S.p.A. dated 22 November 2013 and 7 January 2014, the Group
submitted on 10 January 2014 to the Ivrea Tribunal, a formal proposal for the
restructuring of the Mediapolis debt, the "Concordato in Continuità".

On 27 May 2014, the Group acquired a 100% interest in a specific vehicle which
controls the entire share capital of Hospitality & Leisure Fund (H&L Fund), an
Italian real estate fund regulated by the Italian financial authorities.

Risks and uncertainties

The Group's investments as at 31 December 2013 were all in unlisted
investments, as a result there is no readily available market for sale in order
to arrive at a fair value. The valuation of each investment is appraised on a
regular basis and requires a significant amount of judgement together with
reviewing the cash flows and budgets of the investee company in order to arrive
at a fair value.

The Group has raised funds during the period as discussed in the `Developments
during the year' above. The Directors feel that the amounts raised will not be
sufficient to meet their operating forecasts over the next 12 months, and
further funds will be required to meet the day to day operations of the Group.

Key performance indicators ("KPI's")

The key performance indicators are set out below:

PLC S                                        31 December 31 December   Change %
                                                    2013        2012           
                                                                               
Net asset value (less minority interests)    €16,956,000 €29,455,000     -42.4%
                                                                               
Net asset value - fully diluted per share          0.085      0.1625     -47.7%
(€)                                                                            
                                                                               
Closing share price                               2.125p      4.500p     -52.8%
                                                                               
Market capitalisation                         £4,237,449  £8,154,422     -48.0%

Assessment of business risk

The Board regularly reviews operating and strategic risks. The Group's
operating procedures include a system for reporting financial and non-financial
information to the Board including:

  * reports from management with a review of the business at each Board
    meeting, focusing on any new decisions/risks arising;
   
  * reports on the performance of investments;
   
  * reports on selection criteria of new investments;
   
  * discussion with senior personnel; and
   
  * consideration of reports prepared by third parties.
   
Financial risk management

Details of the Group's financial instruments and its policies with regard to
financial risk management are contained in note 25 to the financial statements.

Results for the year and dividends

The loss for the year from continuing operations was €7.4 million (2012: loss
of €2.5 million). Since the Group does not have any distributable reserves, the
Directors are unable to recommend the payment of a dividend.

Going concern

The Group's activities generated a loss from continuing operations of €
7,359,000 (2012: €2,491,000) and had net current liabilities of €16,330,000 as
at 31 December 2013. In addition the Company's shares are currently suspended
on the AIM Market. The Group's operational existence is still dependant on the
ability to raise further funding either through an equity placing on AIM, or
through other external sources, to support the on-going working capital
requirements.

After making due enquiries, the Directors have formed a judgement that there is
a reasonable expectation that the Group can secure further adequate resources
to continue in operational existence for the foreseeable future and that
adequate arrangements will be in place to enable the settlement of their
financial commitments, as and when they fall due.

For this reason, the Directors continue to adopt the going concern basis in
preparing the financial statements. Whilst there are inherent uncertainties in
relation to future events, and therefore no certainty over the outcome of the
matters described, the Directors consider that, based upon financial
projections and dependant on the success of their efforts to complete these
activities, the Group will be a going concern for the next twelve months. If it
is not possible for the Directors to realise their plans, over which there is
significant uncertainty, the carrying value of the assets of the Group is
likely to be impaired.

By order of the Board.

Alfredo Villa
Director
15 December 2014

DIRECTORS' REPORT

The Directors present their report together with the audited financial
statements for the year ended 31 December 2013.

Principal Activity

The principal activity of the Group is that of an investment company pursuing a
strategy to create a portfolio of companies within the leisure, entertainment,
interactive media and financial services sectors.

Directors

The present members of the Board of Directors together with brief biographies
are shown on page 2.

The board comprised the following directors who served throughout the year and
up to the date of this report save where disclosed otherwise beside their name:

Alfredo Villa                                                                  
                                                                               
Luke Johnson          (Resigned 18 October 2013)                                                    
                                                                               
Cesare Suglia         (Resigned 29 August 2013)                                
                                                                               
Nilesh Jagatia                                                                 
                                                                               
Francesco Emiliani                                                             
                                                                               
Enrico Petocchi       (Resigned 11 February 2013)                                                    
                                                                               
Dominic White         (Resigned 11 February 2013)                                                    

Directors' interests

No Director had a material interest in any contract of significance to the
Company or any of its subsidiaries during the period. No Directors of the
Company have any beneficial interests in the shares of its subsidiary companies
other than Mr. Villa who holds shares in Mediapolis Investments SA.

The interests of the directors who served at the end of the year in the share
capital of the Company at 31 December 2013 and 31 December 2012 were as
follows:

Executive Directors                 31 December 2013  Holding  31 December 2012
                                      (2.5p ordinary        %    (2.5p ordinary
                                             shares)                    shares)
                                                                               
Alfredo Villa                             28,279,039    15.61        28,279,039

The closing market price of the ordinary shares at 31 December 2013 was 2.125p
and the highest and lowest closing prices during the year were 5.165p and
1.310p respectively.

There have been no changes in the Directors' interests between the year end and
30 November 2014.

Remuneration

Remuneration receivable by each Director during the year was as follows:

                                                    2013    2013   2013   2012 
                                                   Board   Salary Total  Total 
                                                    fees                       
                                                   €'000   €'000  €'000  €'000 
                                                                               
Executive Directors                                                            
                                                                               
Alfredo Villa                                        -      140    140    147  
                                                                               
Cesare Suglia                                        -       -      -      82  
                                                                               
Nilesh Jagatia                                       -       99     99     40  
                                                                               
                                                                               
                                                                               
Non-executive Directors                                                        
                                                                               
Gabriele Gresta                                      -       -      -      12  
                                                                               
Edward Burman                                        -       -      -      24  
                                                                               
Haresh Kanabar                                       -       -      -      24  
                                                                               
Alessandro Malacart                                  -       -      -      24  
                                                                               
Justin Drummond                                      -       -      -      32  
                                                                               
Enrico Petocchi                                      -       -      -      24  
                                                                               
Dominic White                                        -       -      -     103  
                                                                               
                                                                               
                                                                               
Total                                                -      239    239    512  
                                                                               

None of the Directors had any pension entitlement.

Directors' interests in share options and warrants

At 31 December 2013 no Director had any interest in share options in the
Company.

All former share option plans had lapsed and no options were exercised in any
of the last three financial years.

Significant shareholders

As at 15 December 2014 so far as the directors are aware, the parties who are
directly or indirectly interested in 3 per cent or more of the nominal value of
the Company's share capital are as follows:

                                  Number of ordinary shares     %

Eufingest                           56,500,000                 28.3

Afredo Villa - Chairman             28,279,039                 14.2

Luke Johnson                        25,000,000                 12.5

Conficont Compagn                   15,000,000                  7.5

TMS-EKAB                            11,000,000                  5.5

HSBC Global Custody Nominee (UK     9,305,980                   4.7

Regilco S.R.L                       7,190,000                   3.6

Corporate Governance

As an AIM-listed Company, the Company is not required to follow the provisions
of the Corporate Governance Code as set out in the Financial Conduct
Authority's Listing Rules. However, the Directors recognise the importance and
support the principles of good governance.

Directors' liability insurance and indemnity

The Company is in the process of arranging insurance cover in respect of
potential legal action against its Directors. To the extent permitted by UK
law, the Company also intends to indemnify the Directors.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report of the Directors
and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each
financial year. Under that law the directors have prepared the Group and Parent
Company financial statements in accordance with International Financial
Reporting Standards ("IFRS") as adopted by the European Union ("EU"). Under
Company law the directors must not approve the financial statements unless they
are satisfied that they give a true and fair view of the state of affairs of
the Group and the Company and of the profit or loss of the Group for that
period. The Directors are also required to prepare financial statements in
accordance with the AIM rules of the London Stock Exchange.

In preparing these financial statements, the directors are required to:

  * select suitable accounting policies and then apply them consistently
   
  * make judgments and accounting estimates that are reasonable and prudent
   
  * state whether applicable IFRSs as adopted by the European Union have been
    followed, subject to any material departures disclosed and explained in the
    financial statements; and
   
  * prepare the financial statements on the going concern basis unless it is
    inappropriate to presume that the Group will continue in business.
   
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and Company
and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of
the Group and Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions. The
Group is compliant with AIM Rule 26 regarding the Group's website.

Disclosure of information to auditor

In the case of each person who was a Director at the time this report was
approved:

  * so far as that director is aware there is no relevant audit information of
    which the Group's auditor is unaware: and
   
  * that director has taken all steps that the director ought to have taken as
    a director to make himself aware of any relevant audit information and to
    establish that the Group's auditor is aware of that information.
   
Events after the reporting period

Details of events after the reporting period have been disclosed in Note 33.

Independent auditor

Welbeck Associates, having expressed their willingness to continue in office,
will be deemed reappointed for the next financial year in accordance with
section 487(2) of the Companies Act 2006 unless the Company receives notice
under section 488(1) of the Companies Act 2006.

By order of the Board.
Alfredo Villa
Director

15 December 2014

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLEAR LEISURE PLC

We have audited the financial statements of Clear Leisure plc for the year
ended 31 December 2013 which comprise the group statement of comprehensive
income, the group and parent company statements of changes in equity, the group
and parent company statements of financial position, the group and parent
company statements of cash flows, and the related notes. The financial
reporting framework that has been applied in the preparation of the Group and
Parent Company financial statements is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the statement of Directors' responsibilities set out
on page 8, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the financial statements
in accordance with applicable law and International Standards on Auditing (UK
and Ireland). Those standards require us to comply with the Auditing Practices
Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are
appropriate to the Company's circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non-financial
information in the Chairman's statement, strategic report and Directors' report
to identify any information that is apparently materially incorrect based on,
or materially inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material misstatements
or inconsistencies we consider the implication for our report.

A description of the scope of an audit of financial statements is also provided
on the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Basis for qualified opinion on financial statements

The audit evidence available to us was limited due to restrictions placed on
the scope of our work as a result of two separate issues.

Firstly, an issue arose as a result of a pending investigation into the
financial irregularities of the subsidiary ORH S.p.A. ("ORH"), the Board
decided to dispose of the Group's investment on 3 December 2013. ORH has since
the year end been put into voluntariy liquidiation which was authorised by the
Milan Tribunal on 2 February 2014, with a liquidator appointed on the same day.
Unfortunately given the irregularities, the situation has resulted in our audit
not being able to obtain sufficient appropriate audit evidence in the Group
financial statements concern:

  * the existence of the assets held by ORH, which through the Group's 73.43%
    investment had a carrying value of €nil as at 31 December (2012: €19.915m),
    within the Group's financial statements.
   
  * the completeness of the liabilities arising from the trading activities of
    ORH, which through the Group's 73.43% investment has a carrying value of €
    nil as at 31 December 2013 (2012: €15.839m), within the Group's financial
    statements.
   
As such we are unable to confirm the total loss relating to the discontinued
operations in ORH of €7.358m, as discosed in Note 13 and the total loss on
disposal of the investment in the Company accounts of €5.345m, as disclosed in
Note 29.

Secondly, as a result of the Directors not being able to provide confirmation
of the asset position of the various funds managed by Cambria Limited in which
the Group have both direct and indirect interests including their holding in
Cambria Equity Partners LP, we have been unable to obtain sufficient
appropriate audit evidence in the Group financial statements concerning:

  * the existence of the assets held by the Group in relation to these
    investments, which had a carrying value of €nil as at 31 December 2013
    (2012: €nil) within the Group financial statements.
   
  * the impairment of the investment valuation which during the year to 31
    December 2013 was €nil (2012: €305,500).
   
As such we are unable to confirm whether the value attributable to these
investments included within the Group financial statements at €nil is true and
fair, and accordingly whether the accounting treatment adopted by the Company
as outlined above is in accordance with IFRS.

Qualified opinion on the financial statements

In our opinion, except for the possible effects of the matters described in the
Basis for qualified opinion paragraph:

  * the financial statements give a true and fair view of the state of the
    group's and of the parent company's affairs as at 31 December 2013 and of
    the group's loss for the year then ended;
   
  * the group and parent company financial statements have been properly
    prepared in accordance with IFRS as adopted by the European Union; and
   
  * the financial statements have been prepared in accordance with the
    requirements of the Companies Act 2006.
   
Opinion on matters prescribed by the Companies Act 2006

In our opinion the information given in the report of the directors for the
financial year for which the financial statements are prepared is consistent
with the financial statements.

Opinion

Emphasis of matter - Going concern

We draw your attention to the disclosure made in note 3 to the financial
statements concerning the Group's ability to continue as a going concern.

These conditions, along with other matters explained in note 3 to the financial
statements, indicate the existence of a material uncertainty which may cast
doubt about the ability of the Group to continue as a going concern. The
Directors have plans to manage the cash flows of the Group to enable it to
continue as a going concern. These plans include the necessary additional
fundraising required to provide the operational working capital requirement for
the next 12 months. The financial statements do not include the adjustments
that would result if the Group was unable to continue as a going concern.

Matters on which we are required to report by exception

In respect solely of the limitation on our work to the assessment of the
accuracy of the accounting records used in the preparation of the financial
statements, described above, we have not obtained all the information and
explanations that we considered necessary for the purpose of the audit.

We have nothing else to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:

  * adequate accounting records have not been kept by the parent company, or
    returns adequate for our audit have not been received from branches not
    visited by us; or
   
  * the parent company financial statements are not in agreement with the
    accounting records and returns; or
   
  * certain disclosures of directors' remuneration specified by law are not
    made; or
   
  * we have not received all the information and explanations we require for
    our audit.
   
Jonathan Bradley Hoare (Senior statutory auditor)

for and on behalf of Welbeck Associates

Chartered Accountants and Registered Auditors

London, United Kingdom

15 December 2014

GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2013

                                                              2013         2012
                                                                      *Restated
Continuing operations                                        €'000        €'000
                                                                               
Revenue                                                      1,291        1,499
                                                                               
Cost of sales                                                (515)        (253)
                                                                               
                                                               776        1,246
                                                                               
Other operating income                                           -        3,244
                                                                               
Administration expenses                                    (2,285)      (1,562)
                                                                               
Operating (loss) / profit                                  (1,509)        2,928
                                                                               
Other gains and losses                                     (5,342)      (4,693)
                                                                               
Finance income                                                   -            8
                                                                               
Finance charges                                              (468)        (687)
                                                                               
Loss before tax                                            (7,319)      (2,444)
                                                                               
Tax                                                           (40)         (47)
                                                                               
Loss for the year from continuing operations               (7,359)      (2,491)
                                                                               
(Loss)/profit from discontinued operations                 (7,358)          105
                                                                               
Loss for the year                                         (14,717)      (2,386)
                                                                               
Other comprehensive income                                                     
                                                                               
Revaluation of land and buildings                                -        3,000
                                                                               
Exchange translation differences                               (2)          (4)
                                                                               
Total other comprehensive income                               (2)        2,996
                                                                               
TOTAL COMPREHENSIVE INCOME FOR THE YEAR                   (14,719)          610
                                                                               
Loss attributable to:                                                          
                                                                               
Owners of the parent                                      (13,607)      (2,300)
                                                                               
Non-controlling interests                                  (1,110)         (86)
                                                                               
Total comprehensive income attributable to:                                    
                                                                               
Owners of the parent                                      (13,609)        (221)
                                                                               
Non-controlling interests                                  (1,110)          831
                                                                               
Earnings per share:                                                            
                                                                               
Basic and fully diluted loss from continuing               (€0.04)      (€0.02)
operations                                                                     
                                                                               
Basic and fully diluted loss from discontinued             (€0.04)            -
operations                                                                     
                                                                               
Basic and fully diluted loss per share                     (€0.08)      (€0.02)

*The comparative results of the Group for 2012 have been restated to reflect
the disposal of subsidiary undertakings.



STATEMENTS OF FINANCIAL POSITION AT 31 DECEMBER 2013

                                            Group     Group   Company   Company
                                             2013      2012      2013      2012
                                            €'000     €'000     €'000     €'000
                                                                               
Non-current assets                                                             
                                                                               
Goodwill                                        9     6,652         -         -
                                                                               
Other intangible assets                       235     4,510         -         -
                                                                               
Property, plant and                        39,044    41,565         -         -
equipment                                                                      
                                                                               
Available for sale                          7,556     7,894         -         -
investments                                                                    
                                                                               
Other receivables                               -     1,670    23,119    33,495
                                                                               
Total non-current assets                   46,844    62,291    23,119    33,495
                                                                               
Current assets                                                                 
                                                                               
Inventories                                   135       266         -         -
                                                                               
Available for sale                              -       320         -         -
investments                                                                    
                                                                               
Trade and other receivables                 2,106    16,264         -       663
                                                                               
Cash and cash equivalents                   1,477     1,843         -        15
                                                                               
Total current assets                        3,718    18,693         -       678
                                                                               
Current liabilities                                                            
                                                                               
Trade and other payables                  (6,605)  (23,357)   (1,014)   (3,512)
                                                                               
Borrowings                               (13,443)  (15,340)   (2,331)     (340)
                                                                               
Total current liabilities                (20,048)  (38,697)   (3,345)   (3,852)
                                                                               
Net current (liabilities)/               (16,330)  (20,004)   (3,345)   (3,174)
assets                                                                         
                                                                               
Total assets less current                  30,514    42,287    19,774    30,321
liabilities                                                                    
                                                                               
Non-current liabilities                                                        
                                                                               
Borrowings                                (4,959)   (2,222)   (2,368)   (1,681)
                                                                               
Deferred liabilities and                  (1,380)     (499)         -         -
provisions                                                                     
                                                                               
Total non-current                         (6,339)   (2,721)   (2,368)   (1,681)
liabilities                                                                    
                                                                               
Net assets                                 24,175    39,566    17,406    28,640
                                                                               
Equity                                                                         
                                                                               
Share capital                               6,074     5,536     6,074     5,536
                                                                               
Share premium account                      42,856    42,457    42,856    42,457
                                                                               
Other reserves                             10,869    10,698       466       293
                                                                               
Retained losses                          (42,843)  (29,236)  (31,990)  (19,646)
                                                                               
Equity attributable to                     16,956    29,455    17,406    28,640
owners of the Company                                                          
                                                                               
Non-controlling interests                   7,219    10,111         -         -
                                                                               
Total equity                               24,175    39,566    17,406    28,640




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
                                                                                        
Company                                                                                 
                                                                                        
At 1 January 2013      5,536  42,457      293 (19,646)   28,640               -   28,640
                                                                                        
Loss and total             -       -        - (12,344) (12,344)               - (12,344)
comprehensive income                                                                    
for the year                                                                            
                                                                                        
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      466 (31,990)   17,406               -   17,406




STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2012

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 2012     1,370  31,749    9,511 (26,382)   16,248               -  16,248
                                                                                      
Exchange                 31     701      181    (554)      359               -     359
translation                                                                           
adjustments                                                                           
                                                                                      
At 1 January 2012     1,401  32,450    9,692 (26,936)   16,607               -  16,607
(restated)                                                                            
                                                                                      
Loss for the year         -       -        -  (2,300)  (2,300)            (86) (2,386)
                                                                                      
Other comprehensive       -       -    2,079        -    2,079             917   2,996
income                                                                                
                                                                                      
Total comprehensive       -       -    2,079  (2,300)    (221)             831     610
income for the year                                                                   
                                                                                      
Non-controlling           -       -        -        -        -           9,280   9,280
interests in                                                                          
subsidiary                                                                            
undertakings                                                                          
acquired                                                                              
                                                                                      
Conversion of loan        -       -  (1,073)        -  (1,073)               - (1,073)
note                                                                                  
                                                                                      
Issue of shares in    4,135  10,007        -        -   14,142               -  14,142
the year                                                                              
                                                                                      
At 31 December 2012   5,536  42,457   10,698 (29,236)   29,455          10,111  39,566
                                                                                      
Company                                                                               
                                                                                      
At 1 January 2012     1,370  31,749    1,365 (19,428)   15,056               -  15,056
                                                                                      
Exchange                 31     701        1    (429)      304               -     304
translation                                                                           
adjustments                                                                           
                                                                                      
At 1 January 2012     1,401  32,450    1,366 (19,857)   15,360               -  15,360
(restated)                                                                            
                                                                                      
Total comprehensive       -       -        -      211      211               -     211
income for the year                                                                   
                                                                                      
Conversion of loan        -       -  (1,073)        -  (1,073)               - (1,073)
note                                                                                  
                                                                                      
Issue of shares in    4,135  10,007        -        -   14,142               -  14,142
the year                                                                              
                                                                                      
At 31 December 2012   5,536  42,457      293 (19,646)   28,640               -  28,640




STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2013

                                            Group    Group     Company  Company
                                             2013     2012        2013     2012
                                                  Restated             Restated
                                            €'000    €'000       €'000    €'000
                                                                               
Net cash (outflow) / inflow from          (2,703)    (762)     (2,161)       54
operating activities                                                           
                                                                               
Cash flows from investing                                                      
activities                                                                     
                                                                               
(Increase)/decrease in loan to                  -        -       (394)  (4,426)
subsidiary undertakings                                                        
                                                                               
Acquisition of subsidiary                       -  (1,348)           -        -
undertakings                                                                   
                                                                               
Cash balances of subsidiaries                   -    1,828           -        -
acquired                                                                       
                                                                               
Purchase of available for sale                  -  (1,786)           -        -
investments                                                                    
                                                                               
Purchase of intangible fixed                (191)        -           -        -
assets                                                                         
                                                                               
Purchase of property, plant and              (10)        -           -        -
equipment                                                                      
                                                                               
Interest received                               -       40           -        -
                                                                               
Net cash (outflow) from investing           (201)  (1,266)       (394)  (4,426)
activities                                                                     
                                                                               
Cash flows from financing                                                      
activities                                                                     
                                                                               
Proceeds from issues of new                     -    4,810           -    4,810
ordinary shares (net of expenses)                                              
                                                                               
Proceeds of issue of convertible            2,340        -       2,340        -
bond                                                                           
                                                                               
Proceeds of short term loans                  200        -         200         
                                                                               
Interest paid                                   -    (389)           -        -
                                                                               
Net cash inflow from financing              2,540    4,421       2,540    4,810
activities                                                                     
                                                                               
Net (decrease) /increase in cash            (364)    2,393        (15)      438
for the year                                                                   
                                                                               
Cash and cash equivalents at                1,843        8          15        8
beginning of year                                                              
                                                                               
Exchange differences                          (2)    (558)           -    (431)
                                                                               
Cash and cash equivalents at end            1,477    1,843           -       15
of year                                                                        



NOTES TO THE FINANCIAL STATEMENTS

 1. General Information
   
Clear Leisure plc is a company incorporated in the United Kingdom under the
Companies Act 2006. The Company's ordinary shares are traded on AIM of the
London Stock Exchange. The address of the registered office is given on the
Company information page. The nature of the Group's operations and its
principal activities are set out in the Directors' report.

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 consolidated Financial Statements of Clear Leisure plc have been prepared
in accordance with International Financial Reporting Standards (IFRS) and IFRS
Interpretations Committee (IFRS IC) as adopted by the European Union and the
parts of Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements have been prepared under the historical cost
convention except in respect of revalued properties (as permitted by IFRS 1),
and 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 preparation of Financial Statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
Financial Statements are disclosed in Note 3.

The Consolidated Financial Statements are presented in Euros (€), the
presentational and functional currency, rounded to the nearest €'000.

Going Concern

Any consideration of the forseeable future involves making a judgment, at a
particular point in time, about future events which are inherently uncertain.
The ability of the Group to carry out its planned business objectives is
dependent on its continuing ability to raise adequate financing from equity
investors and/or the achievement of profitable operations.

Nevertheless, at the time of approving these financial statements and after
making due enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue operating for the forseeable future.
For this reason they continue to adopt the going concern basis of preparing the
Group's financial statements.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of
the Group and entities controlled by the Group (its subsidiaries) made up to 31
December each year. Control is achieved where the Group has the power to govern
the financial and operating policies of an investee entity so as to obtain
benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with those used by the group. All
intra-group transactions, balances, income and expenses are eliminated on
consolidation.

Non-controlling interests in subsidiaries are identified separately from the
Group's equity therein. Those interests of non-controlling shareholders that
are present ownership interests entitling their holders to a proportionate
share of net assets upon liquidation may initially be measured at fair value or
at the non-controlling interests' proportionate share of the fair value of the
acquiree's identifiable net assets. The choice of measurement is made on an
acquisition-by-acquisition basis. Other non-controlling interests are initially
measured at fair value. Subsequent to acquisition, the carrying amount of
non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests' share of subsequent changes in
equity. Total comprehensive income is attributed to non-controlling interests
even if this results in the non-controlling interests having a deficit balance.

Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions. The carrying amount of the
Group's interests and the non-controlling interests are adjusted to reflect the
changes in their relative interests in the subsidiaries. Any difference between
the amount by which the non-controlling interests are adjusted and the fair
value of the consideration paid or received is recognised directly in equity
and attributed to the owners of the Group.

When the Group loses control of a subsidiary, the profit or loss on disposal is
calculated as the difference between (i) the aggregate of the fair value of the
consideration received and the fair value of any retained interest and (ii) the
previous carrying amount of the assets (including goodwill), less liabilities
of the subsidiary and any non-controlling interests. Amounts previously
recognised in other comprehensive income in relation to the subsidiary are
accounted for (i.e. reclassified to profit or loss or transferred directly to
retained earnings) in the same manner as would be required if the relevant
assets or liabilities are disposed of. The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded
as the fair value on initial recognition for subsequent accounting under lAS 39
Financial Instruments: Recognition and Measurement or, when applicable, the
costs on initial recognition of an investment in an associate or jointly
controlled entity.

Business Combinations

Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method. The consideration for each acquisition is measured at the
aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree. Acquisition-related costs are recognised
in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or
liability resulting from a contingent consideration arrangement, measured at
its acquisition-date fair value. Subsequent changes in such fair values are
adjusted against the cost of acquisition where they qualify as measurement
period adjustments (see below). All other subsequent changes in the fair value
of contingent consideration classified as an asset or liability are accounted
for in accordance with relevant IFRSs. Changes in the fair value of contingent
consideration classified as equity are not recognised.

Where a business combination is achieved in stages, the Group's previously-held
interests in the acquired entity are remeasured to fair value at the
acquisition date (i.e. the date the Group attains control) and the resulting
gain or loss, if any, is recognised in profit or loss. Amounts arising from
interests in the acquiree prior to the acquisition date that have previously
been recognised in other comprehensive income are reclassified to profit or
loss, where such treatment would be appropriate if that interest were disposed
of.

The acquiree's identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3(2008) are recognised at their
fair value at the acquisition date, except that:

  * deferred tax assets or liabilities and liabilities or assets related to
    employee benefit arrangements are recognised and measured in accordance
    with lAS 12 Income Taxes and lAS 19 Employee Benefits respectively;
   
  * liabilities or equity instruments related to the replacement by the Group
    of an acquiree's share-based payment awards are measured in accordance with
    IFRS 2 Share-based Payment, and
   
  * assets (or disposal groups) that are classified as held for sale in
    accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued
    Operations are measured in accordance with that Standard.
   
If the initial accounting for a business combination is incomplete by the end
of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete. Those
provisional amounts are adjusted during the measurement period (see below), or
additional assets or liabilities are recognised, to reflect new information
obtained about facts and circumstances that existed as of the acquisition date
that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date
the Group obtains complete information about facts and circumstances that
existed as of the acquisition date, and is subject to a maximum of one year.

3. Critical accounting judgements and key sources of estimation uncertainty

The preparation of Financial Statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. Estimates and judgements are continually evaluated and are based
on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below

Impairment of goodwill

Goodwill has a carrying value of €9,000 (2012: €6,652,000). The Group tests
annually whether goodwill has suffered any impairment, in accordance with the
accounting policy stated in Note 2. The recoverable amounts of cash-generating
units have been determined based on value-in-use calculations.
Management has concluded that an impairment charge to the carrying value of
goodwill of €1,303,000 was necessary during the year. See Note 15 to the
Financial Statements.

Fair value measurement

Management uses valuation techniques to determine the fair value of financial
instruments (where active market quotes are not available) and non-financial
assets. This involves developing estimates and assumptions consistent with how
market participants would price the instrument. Management bases its
assumptions on observable data as far as possible but this is not always
available. In that case management uses the best information available.
Estimated fair values may vary from the actual prices that would be achieved in
an arm's length transaction at the reporting date.

In order to arrive at the fair value of investments a significant amount of
judgement and estimation has been adopted by the Directors as detailed in the
investments accounting policy. Where these investments are un-listed and there
is no readily available market for sale the carrying value is based upon future
cash flows and current earnings multiples for which similar entities have been
sold.

Going Concern

The Group's activities generated a loss from continuing operations of €
7,359,000 (2012: €2,491,000) and had net current liabilities of €16,330,000 as
at 31 December 2013. In addition the Company's shares are currently suspended
on the AIM Market. The Group's operational existence is still dependant on the
ability to raise further funding either through an equity placing on AIM, or
through other external sources, to support the on-going working capital
requirements.

After making due enquiries, the Directors have formed a judgement that there is
a reasonable expectation that the Group can secure further adequate resources
to continue in operational existence for the foreseeable future and that
adequate arrangements will be in place to enable the settlement of their
financial commitments, as and when they fall due.

For this reason, the Directors continue to adopt the going concern basis in
preparing the financial statements. Whilst there are inherent uncertainties in
relation to future events, and therefore no certainty over the outcome of the
matters described, the Directors consider that, based upon financial
projections and dependant on the success of their efforts to complete these
activities, the Group will be a going concern for the next twelve months. If it
is not possible for the Directors to realise their plans, over which there is
significant uncertainty, the carrying value of the assets of the Group is
likely to be impaired.

4. 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:

                                   2013                          2012  
        
                               UK   Italy      Total        UK   Italy    Total
Continuing operations       €'000   €'000      €'000     €'000   €'000    €'000
                                                                               
Revenue                         -   1,291      1,291         -   1,499    1,499
                                                                               
Cost of sales                   -   (515)      (515)         -   (253)    (253)
                                                                               
Gross Profit                          776        776         -   1,246    1,246
                                                                               
Gain on disposal of             -       -          -     1,367   1,877    3,244
investment                                                                     
                                                                               
Finance Income                  -       -          -         -       8        8
                                                                               
Finance charges             (311)   (133)      (468)     (337)   (350)    (687)
                                                                               
Other operating expenses  (1,506)   (803)    (2,285)     (817)   (745)  (1,562)
                                                                               
Other gains and losses          - (5,342)    (5,342)         - (4,693)  (4,693)
                                                                               
Loss for the financial    (1,817) (5,502)    (7,319)       213 (2,657)  (2,444)
year                                                                           

                             2013                                               2012                    
                                                                                                        
           Segment     Segment         Net   Net assets/   Segment     Segment         Net   Net assets/
            assets liabilities   additions (liabilities)    assets liabilities   Additions (liabilities)             
                                        to                                              to 
                               non-current                                     non-current              
                                    Assets                                          assets              
             €'000       €'000       €'000         €'000     €'000       €'000       €'000         €'000
                                                                                                        
UK              60     (7,458)           -       (7,398)        15     (7,896)           -       (7,881)
                                                                                                        
Italy       50,502    (18,929)           -        31,573    72,881    (33,537)       8,103        47,447
                                                                                                        
            50,562    (26,387)           -        24,175    72,896    (41,433)       8,103        39,566

5. Earnings per share

The basic earnings per share is calculated by dividing the loss attributable to
equity shareholders by the weighted average number of ordinary shares in issue
during the period. Diluted earnings per share is computed using the weighted
average number of shares during the period adjusted for the dilutive effect of
share options and convertible loans outstanding during the period.

The loss and weighted average number of shares used in the calculation are set
out below:
                                                                                                 2013                                                                2012 
                                               Per                         Per
                         Loss    Weighted    share    Loss    Weighted    share
                        €'000  average no.  Amount   €'000  average no.  Amount                   
                                of shares     Euro           of shares     Euro
                                    000's                        000's         
                                                                               
Basic and fully                                                                
diluted earnings per                                                           
share                                                                          
                                                                               
Continuing            (7,359)     197,564  (€0.04) (2,491)      92,327  (€0.02)
operations                                                                     
                                                                               
Discontinued          (7,358)     197,564  (€0.04)     105      92,327        -
operations                                                                     
                                                                               
Total operations     (14,717)     197,564  (€0.08) (2,386)      92,237  (€0.02)

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. In
respect of 2012 and 2013 the diluted loss per share is the same as the basic
loss per share as the loss for each year has an anti-dilutive effect.

6. Share capital and share premium

ISSUED AND FULLY PAID:               Number of     Ordinary     Share     Total
                                      ordinary        share   premium          
                                        shares      capital     
                                                      €'000     €'000     €'000   
                                                                               
At 1 January 2012                   45,847,710        1,370    31,749    33,119
                                                                               
Exchange translation adjustments             -           31       701       732
                                                                               
At 1 January 2012 (adjusted)        45,847,710        1,401    32,450    33,851
                                                                               
Issue of new ordinary shares of    135,361,667        4,135    10,007    14,142
2.5p each                                                                      
                                                                               
At 31 December 2012                181,209,377        5,536    42,457    47,993
                                                                               
Issue of new ordinary shares of     18,200,000          538       399       937
2.5p each                                                                      
                                                                               
At 31 December 2013                199,409,377        6,074    42,856    48,930

The following shares were issued during the year:

On 6 February 2013 the Company issued 3,200,000 ordinary shares at 6p each in
settlement of a creditor amount of €230,000 (£192,000) and the Company issued
15,000,000 ordinary shares at 4p each in settlement of a short term loan.

7. Other reserves

The Group considers its capital to comprise ordinary share capital, share
premium, retained losses and its convertible bonds. In managing its capital,
the Group's primary objective is to maintain a sufficient funding base to
enable the Group to meet its working capital and strategic investment needs. In
making decisions to adjust its capital structure to achieve these aims, through
new share issues, the Group considers not only their short-term position but
also their long-term operational and strategic objectives.

Group                             Merger Revaluation    Exchange    Loan    Total
                                 reserve             translation  equity    other
                                             reserve     reserve reserve Reserves        
                                   €'000       €'000       €'000   €'000    €'000       
                                                                            
At 1 January 2012                  8,146           -           -   1,365    9,511
                                                                                 
Exchange translation adjustments     179           -           -       2      181
                                                                                 
At 1 January 2012 (adjusted)       8,325           -           -   1,367    9,692
                                                                                 
Revaluation of land & buildings        -       2,083           -       -    2,083
                                                                                 
Exchange translation difference        -           -         (4)       -      (4)
                                                                                 
Conversion of loan notes               -           -           - (1,073)  (1,073)
                                                                                 
At 31 December 2012                8,325       2,083         (4)     294   10,698
                                                                                 
Exchange translation difference        -           -         (2)       -      (2)
                                                                                 
Issue of convertible loan notes        -           -           -     173      173
                                                                                 
At 31 December 2013                8,325       2,083         (6)     467   10,869

Company                           Merger Revaluation    Exchange    Loan    Total
                                 reserve             translation  equity    other
                                             reserve     reserve reserve Reserves        
                                   €'000       €'000       €'000   €'000    €'000      
                                                                            
                                                                                 
At 1 January 2012                      -           -           -   1,365    1,365
                                                                                 
Exchange translation adjustments       -           -           -       2        2
                                                                                 
At 1 January 2012 (adjusted)           -           -           -   1,367    1,367
                                                                                 
Conversion of loan notes               -           -           - (1,074)  (1,074)
                                                                                 
At 31 December 2012                    -           -           -     293      293
                                                                                 
Issue of convertible loan notes        -           -           -     173      173
                                                                                 
At 31 December 2013                    -           -           -     466      466

7. Other reserves

Copies of the final results will be available from the Group´s web site at
www.clearleisure.com and will be posted to shareholders shortly.

a d v e r t i s e m e n t