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Clear Leisure Plc (CLP)

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Monday 15 December, 2014

Clear Leisure Plc

Half-yearly Report


                                                               15 December 2014

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

                              Half-yearly Results                              

                      For the 6 Months Ended 30 June 2014                      

Clear Leisure plc (AIM: CLP) announces its unaudited Interim Results for the 
6 months ended 30 June 2014.

For further information please contact:

Clear Leisure Plc +39 02 4795 1642
Alfredo Villa, CEO and Excecutive Chairman

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

Peterhouse Corporate Finance (Joint Broker) +44 (0) 20 7469 0935
Lucy Williams / Heena Karani

Leander 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
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

Financial Review

The Company reported revenues of EUR 48,000 (June 2013: 19.7 million) in the
six months to 30 June 2014; the reduced revenue is the direct result of the
discontinued operations in February 2014 of the Group's hotel and tour
operator, ORH S.p.A.

The Net Asset Value (NAV) attributable to the share holders of the Company was
EUR 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). This
NAV is considerably higher than the current market value of the company's
shares 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 was
EUR 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 first
half of 2014. The Board considered them too low and they were restricted by
certain conditions, which the Company was unable to meet. The Company continues
to manage its position on Mediapolis and looks forward to finding a suitable
buyer in 2015.

The Italian economy has declined further in 2014 and the Group will look to
take 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 hotel
resorts and the Board will look to streamline the H&L portfolio and will be
preparing these assets for sale in 2015.

The Company believes that following the restructuring of the businesses and
streamlining it's operations, financial statements will be published more
promptly following each period end. In addition to Mediapolis the H&L fund, the
Board continues to review its entire investment portfolio with a view to
realising these assets.

Operational review

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

On 7 January 2014, the Company announced that it received an additional
unsolicited, 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 Italian
investors, made the binding proposal.

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

On 12 February 2014, the Company announced that ORH S.p.A, its 73.43% hotel and
travel company, had been placed into voluntary liquidation at the Milan
Tribunal.

On 6 March 2014, the Company announced that a total 14.4 million Clear Leisure
shares that were originally allotted for the acquisition of ORH S.p.A were
returned to the Company (the "Shares"). The Shares were used to acquire part of
the Company's 73.43% holding in ORH between the dates of 28 June 2011 and 23
February 2012 and they amounted to 7.3% of the total issued share capital of
the Company. The Company re-issued the first tranche of 7,200,000 ordinary
shares to settle liabilities in relation to the Ivrea court hearing, the
remaining 7,200,000 ordinary shares (Tranche 2 shares) were held in treasury
and will be used for a future placing or acquisitions.

On 18 March 2014, the Company announced that it signed a £10 million equity
line 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 year
warrants at a price of 4.4 pence per ordinary share.

On 23 May 2014, the Company announced that, despite its best efforts to prove
the value of the restructuring proposal of the Mediapolis asset, the Ivrea
Tribunal Court did not accepted its "Concordato in Continuita" proposal.

On 27 May 2014, the Company announced that it acquired a 100% interest in a
specific vehicle which controls the entire share capital of the Hospitality &
Leisure Fund ("H&L Fund"), an Italian real estate fund regulated by the Italian
financial 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 claim
for damages of EUR 34.5 million (the appraised value of the Mediapolis land
made in relation of the Ivrea Tribunal procedure), against the Regione
Piemonte.

This claim was directly related to the decision by the Ivrea Tribunal against
the Company's "Concordato in continuità" procedure which was not accepted by
the Tribunal, due to the lack of formal answer from Regione Piemonte on the
remaining construction permit, and that the fault of the Regione Piemonte was
clearly stated on the decision passed by the Tribunal.

On 13 June 2014, the Company announced that the mayor of Albiano d'Ivrea agreed
to present the "Mediapolis Project" to Italy's Prime Minister as one of the
projects of public interest to be included in the "Sblocca Italia"
legislation.The "Sblocca Italia" (Unlock Italy) legislation, is a special
initiative by Italy's Prime Minister Renzi to allow the mayors of all Italian
towns and cities the discretion to put forward specific projects that have been
previous blocked by past and current local councils.

Investment Portfolio as at 30 June 2014

Operational Assets

Name                       Stake                     Division                  
                                                                               
Sipiem                     50.16%                    Theme Parks               
                                                                               
You Can Group              100%                      Restaurants               
                                                                               
Ascend Capital             10.0%                     Finance                   

Investments for Sale

Name                       Stake                     Division                  
                                                                               
Mediapolis S.p.A.          69.45%                    Leisure / Real Estate     
                                                                               
Bibop                      67.12%                    Interactive Media         
                                                                               
Geosim                     8.9%                      Interactive Media         

The Board continues to look for suitable buyers for these assets and will
update the market when a firm offer has been received.


GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2014

                                      Note   Six months   Six months Year Ended
                                             to 30 June  to 30 June          31
                                                   2014         2013   December
                                                                           2013
                                              Unaudited    Unaudited           
                                                                        Audited
                                                                               
Continuing operations                             €'000        €'000      €'000
                                                                               
Revenue                                              48       19,742      1,291
                                                                               
Cost of sales                                         -     (13,723)      (515)
                                                                               
                                                     48        6,019        776
                                                                               
Administration expenses                           (182)      (5,386)    (2,285)
                                                                               
Operating profit/(loss)                           (134)          633    (1,509)
                                                                               
Other operating profit                                -          233          -
                                                                               
Other gains and losses                                                  (5,342)
                                                                               
Finance income                                        -            7          -
                                                                               
Finance charges                                   (261)        (422)      (468)
                                                                               
Profit / (loss) before tax                        (395)          451    (7,319)
                                                                               
Taxation                                              -            -       (40)
                                                                               
Profit / (loss)for the period from                (395)          451    (7,359)
continuing operations                                                          
                                                                               
Loss from discontinued operations                     -            -    (7,358)
                                                                               
Loss for the Period                                   -            -   (14,717)
                                                                               
Other comprehensive income                                                     
                                                                               
Exchange translation differences                      -            -        (2)
                                                                               
Total other comprehensive income /                (395)          451        (2)
(loss)                                                                         
                                                                               
TOTAL COMPREHENSIVE INCOME /( LOSS)               (395)          451   (14,719)
FOR THE PERIOD                                                                 
                                                                               
Profit /(loss) attributable to:                                                
                                                                               
Owners of the parent                              (309)          325   (13,607)
                                                                               
Non-controlling interests                          (86)          126    (1,110)
                                                                               
Total comprehensive income                                                     
attributable to                                                                
                                                                               
Owners of the parent:                             (309)          325   (13.609)
                                                                               
Non-controlling interests                          (86)          126    (1,110)
                                                                               
Earnings per share:                                                            
                                                                               
Basic and fully diluted loss from              (€0.002)        €0.02    (€0.03)
continuing operations                                                          
                                                                               
Basic and diluted loss per share from                 -            -    (€0.04)
discontinued operations                                                        
                                                                               
Basic and diluted loss per share               (€0.002)        €0.02    (€0.07)
                                                                               


STATEMENTS OF FINANCIAL POSITION AT 30 JUNE 2014

                              Notes    Six Months to  Six Months     Year Ended
                                        30 June 2014  to 30 June               
                                                            2013    31 December
                                               €'000                       2013
                                                           €'000               
                                                                          €'000
                                                                               
Non-current assets                                                             
                                                                               
Goodwill                                           9       6,652              9
                                                                               
Other intangible assets                            -       4,665            235
                                                                               
Property, plant and                           38,916      41,301         39,044
equipment                                                                      
                                                                               
Available for sale                             7,527       7,894          7,527
investments                                                                    
                                                                               
Other receivables                                 21       2,613             29
                                                                               
Total non-current assets                      46,473      63,125         46,844
                                                                               
Current assets                                                                 
                                                                               
Inventories                                        9         204            135
                                                                               
Available for sale                                 -         320              -
investments                                                                    
                                                                               
Trade and other receivables                    1,404       9,637          2,106
                                                                               
Cash and cash equivalents                      1.374       1,618          1,477
                                                                               
Total current assets                           2,785      11,779          3,718
                                                                               
Current liabilities                                                            
                                                                               
Trade and other payables                     (3,583)     (8,160)        (3,849)
                                                                               
Borrowings                                  (14,705)    (18,896)       (16,199)
                                                                               
Total current liabilities                   (16,289)    (27,056)       (20,048)
                                                                               
Net current (liabilities)/                  (15,504)    (15,277)       (16,330)
assets                                                                         
                                                                               
Total assets less current                     30,969      47,848         30,514
liabilities                                                                    
                                                                               
Non-current liabilities                                                        
                                                                               
Borrowings                                   (5,469)     (6,237)        (4,959)
                                                                               
Deferred liabilities and                     (1,440)       (504)        (1,380)
provisions                                                                     
                                                                               
Total non-current                            (6,909)     (6,741)        (6,339)
liabilities                                                                    
                                                                               
Net assets                                    24,060      41,107         24,175
                                                                               
Equity                                                                         
                                                                               
Share capital                                  6,074       6,068          6,074
                                                                               
Share premium account                         42,856      42,734         42,856
                                                                               
Other reserves                                10,839      10,702         10,698
                                                                               
Retained losses                             (42,902)    (28,789)       (42,843)
                                                                               
Equity attributable to                        16,867      30,715         16,956
owners of the Company                                                          
                                                                               
Non-controlling interests                      7,193      10,392          7,219
                                                                               
Total equity                                  24,060      41,107         24,175



STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2013


Group                  Share   Share    Other Retained    Total Non-controlling    Total
                     capital premium reserves   losses                interests   equity
                             account                                   

                       €'000   €'000    €'000    €'000    €'000           €'000    €'000 
                                                                                        
At 1 January 2013      5,536  42,457   10,698 (29,236)   29,455          10,111   39,566
                                                                                        
Loss for the year          -       -        - (13,607) (13,607)         (1,111) (14,718)
                                                                                        
Other comprehensive        -       -      (2)        -      (2)               -      (2)
income                                                                                  
                                                                                        
Total comprehensive        -       -      (2) (13,607) (13,609)         (1,111) (14,720)
income for the year                                                                     
                                                                                        
Acquisition of             -       -        -        -        -           (109)    (109)
non-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
                                                                                        


UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS YEAR TO 30 JUNE 2014

Group                 Share   Share    Other Retained   Total Non-controlling  Total
                    capital premium reserves   losses               interests equity
                            account                                   

                      €'000   €'000    €'000    €'000   €'000           €'000  €'000                      

At 1 January 2014     6,074  42,856   10,869 (42,843)  16,956           7,219 24,175
                                                                                    
Exchange                  -       -     (30)      156     126             154    280
translation                                                                         
adjustments                                                                         
                                                                                    
Loss for the period       -       -        -    (215)   (215)           (180)  (395)
                                                                                    
Other comprehensive       -       -        -        -       -               -      -
income                                                                              
                                                                                    
30 June 2014          6,074  42,856   10,839 (42,902)  16,867           7,193 24,060
                                                                                    

STATEMENT OF CASH FLOWS FOR THE YEAR SIX MONTHS ENDED 30 JUNE 2014

                                    Note    Six Months  Six Months         Year
                                            to 30 June  to 30 June     Ended 31
                                                  2014        2013     December
                                                                           2013
                                             Unaudited   Unaudited      Audited
                                                 €'000       €'000        €'000
                                                                               
Net cash outflow from operating                  (134)       (934)      (2,703)
activities                                                                     
                                                                               
Cash flows from investing                                                      
activities                                                                     
                                                                               
Purchase of intangible fixed asset                   -           -        (191)
                                                                               
Purchase of property, plant and                      -           -         (10)
equipment                                                                      
                                                                               
Interest received                                    -           7             
                                                                               
Net cash inflow/(outflow) from                       -           7        (201)
investing activities                                                           
                                                                               
Cash flows from financing                                                      
activities                                                                     
                                                                               
Proceeds from issues of new                          -         702            -
ordinary shares (net of expenses)                                              
                                                                               
Proceeds of issue of convertible                     -           -        2,340
bond                                                                           
                                                                               
Proceeds from short term loans                      31           -          200
                                                                               
Net cash inflow from financing                      31         702        2,540
activities                                                                     
                                                                               
Net increase /(decrease) in cash                 (103)       (225)        (364)
for the period                                                                 
                                                                               
Cash and cash equivalents at                     1,477       1,843        1,843
beginning of year                                                              
                                                                               
Exchange differences                                 -           -          (2)
                                                                               
Cash and cash equivalents at end of              1,374       1,618        1,477
period                                                                         
                                                                               

NOTES TO THE FINANCIAL STATEMENTS

 1. General Information
   
Clear Leisure plc is a company incorporated and domiciled in England and Wales.
The Company's ordinary shares are traded on AIM of the London Stock Exchange.
The address of the registered office is 45 Pont Street, London SW1X0BD

The principal ativity of the Group is that of an investment company pursuing a
stratergy to create a portfolio of companies within the leisiure, entertainment
and interactive media.

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 interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with the recognition and measurement
criteria of International Financial Reporting Standards (IFRS) as adopted by
the European Union. Statutory financial statements for the year ended 31
December 2013 were approved by the Board of Directors on 15 December 2014 and
delivered to the Registrar of Companies. The report of the auditors on those
financial statements was unqualified.

The financial statements have been prepared under the historical cost
convention except 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 interim financial information for the six months ended 30 June 2014 has not
been reviewed or audited. The interim financial report has been approved by the
Board on 15 December 2014.

Going concern

The Directors, having made appropriate enquiries, consider that adequate
resources exist for the Company to continue in operational existence for the
foreseeable future and that, therefore, it is appropriate to adopt the going
concern basis in preparing the interim financial statements for the period
ended 30 June 2014.

Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The
key risks that could affect the Company's medium term performance and the
factors that mitigate those risks have not substantially changed from those set
out in the Company's 2013 Annual Report and Financial Statements, a copy of
which is available on the Company's website:

www.clearleisure.com The key financial risks are liquidity and credit risk.

Critical accounting estimates

The preparation of interim financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in note 2 of the Company's 2013 Annual Report and
Financial Statements. The nature and amounts of such estimates have not changed
significantly during the interim period.

3. 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:

               Six months to              Six Months to         12 Months to      
                30 June 2014              30 June 2013        31 December 2013    
                                                                                  
                 Unaudited                  Unaudited              Audited        
                                                                                  
                UK  Italy  Total      UK    Italy    Total      UK   Italy   Total
                                                                                  
             €'000  €'000  €'000   €'000    €'000    €'000   €'000   €'000   €'000
                                                                                  
Revenue          -     48     48       -   19,742   19,742       -   1,291   1,291
                                                                                  
Cost of          -      -      -       - (13,723) (13,723)       -   (515)   (515)
sales                                                                             
                                                                                  
Gross                  48     48            6,019    6,019             776     776
Profit                                                                            
                                                                                  
Gain/(loss)      -      -      -       -        -        -       -       -       -
on                                                                                
                                                                                  
Disposal of                                                                       
investment                                                                        
                                                                                  
Finance          -      -      -       -        7        7       -       -       -
Income                                                                            
                                                                                  
Finance      (200)   (61)  (261)   (255)    (167)    (422)   (335)   (157)   (492)
charges                                                                           
                                                                                  
Other        (109)   (73)  (182)    (27)  (5,359)  (5,386) (1,482)   (780) (2,262)
operating                                                                         
                                                                                  
expenses                                                                          
                                                                                  
Impairment       -      -      -     233        -      233       - (5,342) (5,342)
of                                                                                
investments                                                                       
                                                                                  
Loss for     (309)   (86)  (395)    (49)      500      451 (1,817) (5,503) (7,320)
the period                                                                        

Unaudited six months to 30 June 2014                  
                                                      
         Segment     Segment         Net   Net assets/
          assets liabilities   additions (liabilities)
                                      to              
                             non-current              
                                  Assets              
                                                      
           €'000       €'000       €'000         €'000
                                                      
UK            85     (7,595)           -       (7,510)
                                                      
Italy     49,192    (17,622)           -        31,570
                                                      
          49,277    (25,217)           -        24,060


Unaudited Six months to 30 June 2013                      
                                                          
          Segment     Segment         Net   Net assets/   
           assets liabilities   additions (liabilities)   
                                       to                 
                              non-current                 
                                   Assets                 
                                                          
            €'000       €'000       €'000         €'000   
                                                          
UK             25     (6,421)           -       (6,396)   
                                                          
Italy      74,879    (27,376)           -        47,503   
                                                          
           74,904    (33,797)           -        41,107   

Audited Year ended 31 December 2013                     
                                                        
         Segment     Segment         Net   Net assets/  
          assets liabilities   additions (liabilities)  
                                      to                
                             non-current                
                                  Assets                
                                                        
           €'000       €'000       €'000         €'000  
                                                        
UK            60     (7,458)           -       (7,398)  
                                                        
Italy     50,502    (18,929)           -        31,573  
                                                        
          50,562    (26,387)           -        24,175  

4. Loss per share

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

The profit and weighted average number of shares used in the calculation are
set out below:

                                              Six months   Six months   Year to                   
                                             30 Jun 2014  30 Jun 2014  31 Dec 2013                
                                                       

                                              (Unaudited) (Unaudited) (Audited)

                                                  €'000       €'000      €'000            
                                                                               
Basic and fully duluted earnings per share                                     
                                                                               
Continuing operations                              (309)        325     (6,249)
                                                                               
Discontinuing operations                                               (-7,358)
                                                                               
Adjusted loss                                      (309)        325    (13,607)
                                                                               
Weighted average number of ordinary shares       197,564    110,225     197,564
                                                                               
Adjusted weighted average number of ordinary     197,564    110,225     197,564
shares                                                                         
                                                                               
Continuing operations                          (€ 0.002)    € 0.003    (€ 0.03)
                                                                               
Discontinuing operations                               -          -    (€ 0.04)

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 or
increase net loss per share. For a loss making company with outstanding share
options and warrants, net loss per share would only be increased by the
exercise of out-of-the money options and warrants. Since it seems inappropriate
that option holders would act irrationally, no adjustment has been made to
diluted earnings per share for out-of-the money options and warrants in the
comparatives. There are no other diluting share issues

5. Available for sale investments

Group                                       Six months   Six months Year Ended
                                                    to           to         31
                                                                      December
                                          30 June 2014 30 June 2013       2013
                                                                              
                                                 €'000        €'000      €'000
                                                                              
Fair value                                                                    
                                                                              
At beginning of period                           7,527        8,214      8,214
                                                                              
Exchange translation adjustment                      -            -          -
                                                                              
Impairment recognised in the income                  -            -      (687)
statement                                                                     
                                                                              
Transfer to Investments in Subsidiaries              -            -          -
                                                                              
Transfer from trade and other receivables            -            -          -
                                                                              
Additions                                                                    -
                                                                              
Carrying value                                   7,527        8,214      7,527
                                                                              
Non-current assets                               7,527        7,894      7,527
                                                                              
Current assets                                       -          320          -
                                                                              
                                                 7,527        8,214      7,527
                                                                              

6. Copies of Half-yearly results

Copies of the half-yearly results are available at the Group´s web site at
www.clearleisure.com. Copies may also be obtained from the Group´s registered
office: Clear Leisure plc, 45 Pont Street, London SW1X 0BD.

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