30 June 2016
Clear Leisure Plc
("Clear Leisure" or "the Company")
FINAL RESULTS
For the Year Ended 31 December 2015
CHAIRMAN'S STATEMENT
I am pleased to present the Company's Final Results for the year ended 31
December 2015.
Since I became Chairman we have been pursuing a strategy of realising the
inherent value of Group's assets for shareholders.
In this regard I am pleased to report that we have disposed of two assets,
thereby generating funds for the Company, reduced operating costs, and advanced
the process of restructuring the Company balance sheet.
In line with the 2014 accounts and the 2015 interim results, the euro has been
adopted as the reference Currency for reporting purposes, however the 2016
accounts will be expressed in GBP sterling. The results and net equity are
represented in accordance with IFRS.
The operating loss, for the year totalled €642,000 as compared to a loss of €
1,917,000 for the 2014 financial year. Despite managing to lower the interest
rate on some loans, financing charges of €1,323,000 were higher than the 2014
figure of €1,085,000 due to the necessity to borrow additional funds to fund
the new board's investigations into what exactly the Company owns and what the
assets are really worth. The Group's cash reserves at 31 December 2015 stood at
€1,842,000 compared with €1,373,000 at 31 December 2014.
In my interim report to shareholders I warned that, although we had decided to
reduce significantly the carrying value of Mediapolis assets, further
reductions might be required. This has proved to be the case. As the result of
a detailed professional valuation, we have reduced the carrying value of
development land held by Mediapolis by a further €7 million to €13 million.
Pleasingly, a similar valuation for the villas held by Mediapolis has resulted
in an increase in value from €4.6 million to €5.1 million.
As a consequence of the foregoing, the Group recorded a loss of €20.2 million
as compared to a loss of €3.1 million in 2014.
Your board is confident that the revised valuation of Mediapolis now accurately
reflects commercial reality and we do not anticipate further reductions.
Moreover, it is the board's intention that Mediapolis assets will be developed
to become income generating, whilst on the other side of the balance sheet, the
board anticipates that it will be able to achieve significant discounts on the
repayment of some loans. These actions will serve to improve the net value of
assets for shareholders.
Company background and strategy
Clear Leisure's core business has been to invest in real estate and service
companies within the leisure sector.
Most of the Company's assets are based in Italy, where the real estate market
and the general economy has still not recovered from the 2008 sub-prime
mortgage international crisis, although mild signs of recovery have appeared in
the past 12 months and the European Central Bank has forecast these emerging
positive trends will continue.
The main assets of the Group in the year under review were:
- Four former Valtur holiday resorts in Italy, held via Hospitality and Leisure
Fund (H&L), an Italian Regulated Real Estate Fund (disposed on 22 December
2015),
- Mediapolis srl, owning a 50 hectare commercial property development site,
located adjacent to the main highway between Milan and Turin, and 10 holiday
villas in the Porto Cervo area, the most exclusive holiday location in
Sardinia, and
- A €6.5 m investment in SIPIEM with the intention of securing a significant
share in the Ondaland waterpark, also between Milan and Turin.
The above assets, for varying reasons, have been involved in complex corporate
situations: H&L had a bank exposure more than twice the value of the assets,
Mediapolis has a very material exposure with banks, creditors and shareholders;
while the funds transferred to SIPIEM have not resulted in the intended control
of the waterpark at this time.
Additionally, Clear Leisure holds minority equity positions in a number of
companies in the UK, Israel and Italy.
A new board was appointed at the AGM held on 31 July 2015, as follows: Mr
Francesco Gardin was appointed as Chief Executive Officer and Chairman, while
Mr Reginald Eccles was appointed as non-Executive Director of the Company. All
previous board members resigned.
Most of the effort of the new board, has been to obtain a clear picture of the
actual status of all the investments and, for each of them, devise a strategy
to maximise the return for shareholders. This approach has inevitably involved
legal costs and court procedures, but the complex nature of the investments
made by the Company between 2009 and 2015 has left the Company with no other
option.
Clear Leisure's current strategy can be summarised as follows: dispose of
non-strategic assets; reorganise all strategic assets in order to maximise
their value for shareholders; restructure of existing short term convertible
loan and long term debt, both to decrease interest costs and extend the
repayment terms until such time as the value of strategic assets has been
realised.
In pursuing this strategy, we have received material financial support from our
largest shareholder, Eufingest, a Swiss based investment management company.
Portfolio Companies
An update on the Group's portfolio companies held at 31 December 2015 is as
follows (percentage of equity held):
Mediapolis srl (83%): owns the land in North West Italy designated for the
purpose of a theme park, with additional guest facilities, shops and offices
and 10 holiday villas in the Porto Cervo area, the most exclusive holiday
location in Sardinia. As reported in the interim results, in September 2015,
the Company continues to pursue its legal claim against the regional government
of Piedmont for failing to honour a commitment to approve the construction of
the park. The Company will provide shareholders with any updates regarding the
court case, when progress has been made.
SIPIEM SpA (50.17%): owns a portion of a waterpark in North West Italy, known
as Ondaland, as well as other real estate assets. In May 2015, Clear Leisure
finally won the rights from the owner of the water park to have its 50.17%
ownership in SIPIEM certified, thereby entitling the Company to attend
shareholder meetings. The Company remains confident that its holding in SIPIEM
will become a significant realisable asset.
Ascend Capital PLC (9.9%): a London based broker, the Company's holding of
which was sold back to Ascend Capital in June 2016 for GBP 50,000 (EUR 60,000.)
GeoSim Systems Ltd (www.geosim.co.il) (4.71%): an Israeli company seeking to
establish itself as the world leader in building complete and photorealistic 3D
virtual cities and in delivering them through the Internet for use in local
searches, real estate and city planning, homeland security, tourism and
entertainment.
Whilst the geo-spatial visualisation solutions offered by Google, Microsoft and
others feature satellite photographs, street photographs and more recently
coarse 3D-models with limited visual quality and interactivity, GeoSim delivers
highly detailed, fully interactive city models, which the user can explore from
the land or the air.
Birdland srl (52%): an Italian vehicle company set up to invest in the 71% of
Bibop srl now in liquidation; Bibop's core business focused on the digital and
entertainment sector.
ORH SpA (99.3%): owns a chain of hotels in Italy and East Africa under the ORH
brand (Ora Hotels); it was put into administration in February 2014, allegedly
due to gross financial misconduct by the certain individuals associated with
the company, prior to the sale to Clear Leisure. The Company continues to
pursue a claim against these entities and will report to shareholders as and
when it can.
Alnitak sarl (100%): the wholly owned company based in Luxembourg which was the
vehicle to hold "H&L" fund control; originally. the stake in this company was
51%, but, prior to the disposal of "H&L" in December 2015, Clear Leisure PLC
acquired the other 49% on favourable terms.
Tax Losses
The Group has no tax charge for the year ended 31 December 2015, due to
previous losses incurred and has a potential deferred tax asset arising from
un-utilised management expenses available for carry forward and relief against
future taxable profits. The deferred tax asset has not been recognised in the
financial statements in accordance with the Company's accounting policy for
deferred tax.
The Company's un-utilised management expenses and capital losses carried
forward at 31 December 2015 amount to approximately €24,000,000 (2014: €
23,000,000) and €35,000,000 (2014: €20,000,000) respectively. All such losses
are available for future utilisation against profits of the business. The
Directors believe that the tax losses can be offset against profitable
investments which would ultimately enable Clear Leisure to distribute dividends
to its shareholders.
Share Capital
On 11 March 2015, shareholders approved the subdivision of existing ordinary
shares of 2.5p nominal value into new ordinary shares of 0.25p nominal value,
by issuing 199,409,377 deferred shares of 2.25p for each.
Following the meeting, the Company issued 11,000,000 new ordinary shares
increasing the total number of Ordinary shares in issue to 210,409,377.
Outlook
The board believes it continues to make progress with its strategy to find
value in each and every asset the Company owns. Even in the most difficult of
situations, such as ORH and Mediapolis, the Company's legal teams and in-house
experts are finding new documentation and avenues of attack, which provide a
strong case for the Company to challenge prior owners, insurance companies and
the regional courts of Italy where necessary. As before, the Company will
provide updates to the market when new progress has been made and wishes to
thank its loyal shareholders once more for the patience they have shown during
this time.
Francesco Gardin
Chief Executive and Chairman
30 June 2016
-ends-
For further information please contact:
Clear Leisure plc +39 335 296573
Francesco Gardin, CEO and Executive Chairman
ZAI Corporate Finance (Nominated Adviser)
Tim Cofman/Jamie Spotswood +44 (0)20 7060 2220
Peterhouse Corporate Finance (Joint Broker) +44 (0) 20 7469 0935
Lucy Williams / Heena Karani
Cadogan 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 with a
portfolio of companies primarily encompassing the leisure and real estate
sectors mainly in Italy. 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
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2015
Note 2015 2014
Continuing operations €'000 €'000
Revenue - 70
Cost of sales - (1)
- 69
Other operating income - 856
Administration expenses (654) (1,986)
Operating (loss) / profit (654) (1,917)
Other gains and losses 8 (18,569) (140)
Finance income - 1
Finance charges 9 (1,023) (1,085)
Loss before tax (20,246) (3,141)
Tax 12 - -
Loss for the year from continuing operations (20,246) (3,141)
Profit/(loss) from discontinued operations 13 - 67
Loss for the year (20,246) (3,074)
Other comprehensive income
Gain on acquisition of non-controlling - 3,750
interest
Exchange translation differences - 5
Total other comprehensive income - 3,755
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (20,246) 681
Loss for the year attributable to:
Owners of the parent (17,016) (2,836)
Non-controlling interests (3,230) (238)
Total comprehensive income attributable to:
Owners of the parent (17,016) 919
Non-controlling interests (3,230) (238)
Earnings per share:
Basic and fully diluted loss from continuing 14 (€0.08) (€0.01)
operations
Basic and fully diluted earnings/(loss) from - €0.00
discontinued operations
Basic and fully diluted loss per share (€0.08) (€0.01)
STATEMENTS OF FINANCIAL POSITION AT 31 DECEMBER 2015
Notes Group Group Company Company
2015 2014 2015 2014
€'000 €'000 €'000 €'000
Non-current assets
Goodwill 15 - 9 - -
Other intangible assets 16 50 151 - -
Property, plant and equipment 17 18,114 38,697 - -
Available for sale investments 19 60 6,560 - -
Other receivables 18 - - 8,537 23,538
Total non-current assets 18,224 45,417 8,537 23,538
Current assets
Investments held for trading 20 614 450 - 450
Trade and other receivables 21 6,847 148 35 -
Cash and cash equivalents 22 1,842 1,373 475 5
Total current assets 9,303 1,971 510 455
Current liabilities
Trade and other payables 23 (4,948) (4,329) (1,058) (1,625)
Borrowings 24 (20,832) (20,276) (6,680) (5,628)
Total current liabilities (25,780) (24,605) (7,738) (7,253)
Net current (liabilities)/assets (16,477) (22,634) (7,228) (6,798)
Total assets less current 1,747 22,783 1,309 16,740
liabilities
Non-current liabilities
Borrowings 24 - - - -
Deferred liabilities and 25 (407) (1,355) - -
provisions
Total non-current liabilities (407) (1,355) - -
Net assets 1,340 21,428 1,309 16,740
Equity
Share capital 27 6,112 6,074 6,112 6,074
Share premium account 27 42,954 42,856 42,954 42,856
Other reserves 28 11,412 11,390 556 534
Retained losses (59,393) (42,377) (48,313) (32,724)
Equity attributable to owners of 1,085 17,943 1,309 16,740
the Company
Non-controlling interests 31 255 3,485 - -
Total equity 1,340 21,428 1,309 16,740
The financial statements were approved by the board of directors and authorised
for issue on 30 June 2016. They were signed on its behalf by:
Francesco Gardin
Director
The accounting policies and notes form part of these financial statements.
Company Number 03926192
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015
Group Share Share Other Retained Total Non-controlling Total
losses interests equity
capital premium reserves €'000
€'000 €'000 €'000
€'000 account €'000
€'000
At 1 January 2015 6,074 42,856 11,390 (42,377) 17,943 3,485 21,428
Loss for the year - - - (17,016) (17,016) (3,230) (20,246)
Other comprehensive - - - - -
income
Total comprehensive - - - (17,016) (17,016) (3,230) (20,246)
income for the year
Issue of shares 38 98 - - 136 - 136
Share option charge - - 22 - 22 - 22
At 31 December 2015 6,112 42,954 11,412 (59,393) 1,085 255 1,340
Company
At 1 January 2015 6,074 42,856 534 (32,724) 16,740 - 16,740
Loss and total - - - (15,589) (15,589) - (15,589)
comprehensive
income for the year
Issue of shares 38 98 - - 136 - 136
Share option charge - - 22 - 22 - 22
At 31 December 2015 6,112 42,954 556 (48,313) 1,309 - 1,309
The accounting policies and notes form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2014
Group Share Share Other Retained Total Non-controlling Total
losses interests equity
capital premium reserves €'000
€'000 €'000 €'000
€'000 account €'000
€'000
At 1 January 2014 6,074 42,856 10,869 (42,843) 16,956 7,219 24,175
Loss for the year - - - (2,836) (2,836) (238) (3,074)
Other comprehensive - - 453 3,302 3,755 - 3,755
income
Total comprehensive - - 453 466 919 (238) 681
income for the year
Acquisition of - - - - - (3,496) (3,496)
non-controlling
interests in
subsidiary
Issue of convertible - - 68 - 68 - 68
bond
At 31 December 2014 6,074 42,856 11,390 (42,377) 17,943 3,485 21,428
Company
At 1 January 2014 6,074 42,856 466 (31,990) 17,406 - 17,406
Loss and total - - - (734) (734) - (734)
comprehensive income
for the year
Issue of convertible - - 68 - 68 - 68
bond
At 31 December 2014 6,074 42,856 534 (32,724) 16,740 - 16,740
The accounting policies and notes form part of these financial statements.
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015
Note Group Group Company Company
2015 2014 2015 2014
€'000 €'000 €'000 €'000
Net cash outflow from operating 29 (835) (387) (835) (473)
activities
Cash flows from investing
activities
(Increase)/decrease in loan to - - - 99
subsidiary undertakings
Acquisition of subsidiary - (193) - -
undertakings
Purchase of available for sale 900 (33) 900 (33)
investments
Cash balances of subsidiaries - - - -
acquiried
Cash repayments by subsidiaries - - 1 -
Interest received - 1 - -
Net cash (outflow) from investing 900 (225) 901 66
activities
Cash flows from financing
activities
Proceeds of issue of shares 136 - 136 -
Repayment of long term debt (272) - (272) -
Proceeds from borrowing 540 - 540 -
Proceeds of issue of convertible - 412 - 412
bond
Proceeds of short term loans - 90 - -
Net cash inflow from financing 404 502 404 412
activities
Net (decrease) /increase in cash 469 (110) 470 5
for the year
Cash and cash equivalents at 1,373 1,477 5 -
beginning of year
Exchange differences - 6 - -
Cash and cash equivalents at end 22 1,842 1,373 475 5
of year
The accounting policies and notes form part of these financial statements.
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 on page 8.
Standards and amendments which became effective during the year have not had a
material impact on the financial statements.
Statement of compliance
The financial statements comply with IFRS as adopted by the European
Union. The following new and revised Standards and Interpretations have
been adopted in the current period by the Group for the first time and do
not have a material impact on the group.
IFRS 12 Disclosures of interests in other entities
A number of new standards and amendments to standards and interpretations
have been issued but are not yet effective and not early adopted. None of
these are expected to have a significant effect on the financial
statements of the Group.
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 judgement, 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.
Goodwill
Goodwill arising in a business combination is recognised as an asset at the
date that control is acquired (the acquisition date). Goodwill is measured as
the excess of the sum of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the fair value of the acquirer's
previously held equity interest (if any) in the entity over the net of the
acquisition-date amounts of the identifiable assets acquired and the
liabilities assumed.
If, after reassessment, the Group's interest in the fair value of the
acquiree's identifiable net assets exceeds the sum of the consideration
transferred, the amount of any non-controlling interest in the acquiree and the
fair value of the acquirer's previously held equity interest in the acquiree
(if any), the excess is recognised immediately in profit or loss as a bargain
purchase gain.
Goodwill is not amortised but is reviewed for impairment at least annually. For
the purpose of impairment testing, goodwill is allocated to each of the Group's
cash-generating units expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill has been allocated are
tested for impairment annually, or more frequently when there is an indication
that the unit may be impaired. If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro-rata on the basis of the
carrying amount of each asset in the unit. An impairment loss recognised for
goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in
the determination of the profit or loss on disposal.
Acquired intangible assets
Intangible assets acquired separately or as part of a business combination are
capitalised at cost and fair value as at the date of acquisition, respectively.
Intangible assets are subsequently amortised on a straight-line basis over the
expected period that benefits will accrue to the Group:
Patents and trade marks over 10 years
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not
subject to amortisation and are tested annually for impairment. Assets that are
subject to amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units). Non-financial
assets other than goodwill that suffered an impairment are reviewed for
possible reversal of the impairment at each reporting date.
Development costs
Internally generated development expenditure is capitalised as an intangible
asset only if all the following criteria are met:
- the asset can be identified;
- it is probable that the asset will generate future economic benefits;
- the fair value of the asset can be measured reliably.
Capitalised development expenditure is amortised on a straight-line basis over
the period of expected future sales of the resulting products, which has been
assessed as between 5 and 10 years.
Property, plant and equipment
Land and buildings held for use in the production or supply of goods or
services, or for administrative purposes, are stated in the balance sheet at
their revalued amounts, being the fair value at the date of revaluation, less
any subsequent accumulated depreciation and subsequent accumulated impairment
losses. Revaluations are performed with sufficient regularity such that the
carrying amount does not differ materially from that which would be determined
using fair values at the balance sheet date.
Any revaluation increase arising on the revaluation of such land and buildings
is credited to the properties revaluation reserve, except to the extent that it
reverses a revaluation decrease for the same asset previously recognised as an
expense, in which case the increase is credited to the income statement to the
extent of the decrease previously expensed. A decrease in carrying amount
arising on the revaluation of such land and buildings is charged as an expense
to the extent that it exceeds the balance, if any, held in the properties
revaluation reserve relating to a previous revaluation of that asset.
Depreciation on revalued buildings is charged to income. On the subsequent sale
or scrap page of a revalued property, the attributable revaluation surplus
remaining in the properties revaluation reserve is transferred directly to
retained earnings.
Properties in the course of construction for production, supply or
administrative purposes, or for purposes not yet determined, are carried at
cost, less any recognised impairment loss. Cost includes professional fees and,
for qualifying assets, borrowing costs capitalised in accordance with the
group's accounting policy. Depreciation of these assets, on the same basis as
other property assets, commences when the assets are ready for their intended
use.
Freehold land is not depreciated.
Plant and equipment and fixtures and fittings are stated at cost less
accumulated depreciation and any accumulated impairment losses. Depreciation is
provided on all tangible assets to write down the cost less estimated residual
value of each asset over its expected useful economic life on a straight line
basis at the following annual rates:
Land and buildings Nil
Leasehold improvements Straight line over the remaining period of
the lease
Plant and machinery 15% straight line
Fixtures and fittings 20% straight line
Asset residual values and useful economic lives are reviewed and adjusted if
appropriate at the end of each reporting period. An asset's carrying amount is
written down immediately to its recoverable amount if the asset's carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised in the income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. The cost
of finished goods and work in progress comprise all direct expenditure and an
appropriate proportion of fixed and variable overheads. Net realisable value is
the estimated selling price in the ordinary course of business, less applicable
variable selling expenses.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for
impairment.
Foreign currency
The functional currency is Euro. Foreign currency transactions are translated
into the functional currency using the exchange rates prevailing at the dates
of the transactions or valuation where items are re-measured. Exchange gains
and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the Statement of
Comprehensive Income. Exchange gains and losses that relate to borrowings and
cash and cash equivalents are presented in the income statement within `finance
income or costs'. All other Exchange gains and losses are presented in the
income statement within `other (losses)/gains - net'.
Changes in the fair value of monetary securities denominated in foreign
currency classified as available for sale are analysed between translation
differences resulting from changes in the amortised cost of the security and
other changes in the carrying amount of the security. Translation differences
related to changes in amortised cost are recognised in profit or loss, and
other changes in carrying amount are recognised in other comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable and any
deferred tax.
Current taxes are based on the results of the Group companies and are
calculated according to local tax rules, using the tax rates that have been
enacted or substantially enacted by the period-end date.
Deferred tax is provided in full using the financial position liability method
for all taxable temporary differences arising between the tax bases of assets
and liabilities and their carrying values for financial reporting purposes.
Deferred tax is measured using currently enacted or substantially enacted tax
rates. Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of
taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax assets are recognised to the extent the temporary difference will
reverse in the foreseeable future and that it is probable that future taxable
profit will be available against which the asset can be utilised. Deferred tax
is recognised for all deductible temporary differences arising from investments
in subsidiaries and associates, to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit
will be available against which the temporary difference can be utilised.
Revenue
Revenue, which excludes Value Added Tax, represents the value of services
rendered. Consultancy fees are recognised as earned on unconditional supply of
services.
Interest income
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected life
of the financial asset to that asset's net carrying amount on initial
recognition.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
statement of financial position when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets
The Group's financial assets are classified into the following specific
categories: "available for sale investments", "trade and other receivables",
and "cash and cash equivalents". The classification depends on the nature and
purpose of the financial assets and is determined at the time of initial
recognition.
Available for sale investments
Investments are recognised and derecognised on a trade date where a purchase or
sale of an investment is under a contract whose terms require delivery of the
investment within the timeframe established by the market concerned, and are
initially measured at cost, including transaction costs.
Investments classified as available for sale are measured at subsequent
reporting dates at fair value. Fair value is defined as the price at which an
orderly transaction would take place between market participants at the
reporting date and is therefore an estimate and as such requires the use of
judgement. Where possible fair value is based upon observable market prices,
such as listed equity markets or reported merger and acquisition transactions.
Alternative bases of valuation may include contracted proceeds or best estimate
thereof, implied valuation from further investment and long-term cash flows
discounted at a rate which is tested against market data. Gains and losses
arising from changes in fair value are recognised directly in other
comprehensive income, until the security is disposed of or is determined to be
impaired, at which time the cumulative gain or loss previously recognised in
other comprehensive income is included in the net profit or loss for the
period. Impairment losses recognised in the income statement for equity
investments classified as available-for-sale are not subsequently reversed
through the income statement.
The Group determines the fair value of its Investments based on the following
hierarchy:
LEVEL 1 - Where financial instruments are traded in active financial markets,
fair value is determined by reference to the appropriate quoted market price at
the reporting date. Active markets are those in which transactions occur in
significant frequency and volume to provide pricing information on an ongoing
basis.
LEVEL 2 - If there is no active market, fair value is established using
valuation techniques, including discounted cash flow models. The inputs to
these models are taken from observable market data including recent arm's
length market transactions, and comparisons to the current fair value of
similar instruments; but where this is not feasible, inputs such as liquidity
risk, credit risk and volatility are used.
LEVEL 3 - Valuations in this level are those with inputs that are not based on
observable market data.
Investments held for trading
All investments determined upon initial recognition as held at fair value
through profit or loss were designated as investments held for trading.
Investment transactions are accounted for on a trade date basis. Assets are
de-recognised at the trade date of the disposal. Assets are sold at their fair
value, which comprises the proceeds of sale less any transaction cost. The fair
value of the financial instruments in the balance sheet is based on the quoted
bid price at the balance sheet date, with no deduction for any estimated future
selling cost. Unquoted investments are valued by the directors using primary
valuation techniques such as recent transactions, last price and net asset
value. Changes in the fair value of investments held at fair value through
profit or loss and gains and losses on disposal are recognised in the
consolidated statement of comprehensive income as "Net gains on investments".
Investments are initially measured at fair value plus incidental acquisition
costs. Subsequently, they are measured at fair value in accordance with IAS 39.
This is either the bid price or the last traded price, depending on the
convention of the exchange on which the investment is quoted.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value
and are subsequently measured at amortised cost using the effective interest
rate method. A provision is established when there is objective evidence that
the Group will not be able to collect all amounts due. The amount of any
provision is recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Impairment of financial assets
The Group assesses at the end of each reporting period whether there is
objective evidence that a financial asset, or a group of financial assets, is
impaired. A financial asset, or a group of financial assets, is impaired, and
impairment losses are incurred, only if there is objective evidence of
impairment as a result of one or more events that occurred after the initial
recognition of the asset (a "loss event"), and that loss event (or events) has
an impact on the estimated future cash flows of the financial asset, or group
of financial assets, that can be reliably estimated.
The criteria that the Group uses to determine that there is objective evidence
of an impairment loss include:
- significant financial difficulty of the issuer or obligor;
- a breach of contract, such as a default or delinquency in interest or
principal repayments;
- the disappearance of an active market for that financial asset because of
financial difficulties;
- observable data indicating that there is a measurable decrease in the
estimated future cash flows from a portfolio of financial assets since the
initial recognition of those assets, although the decrease cannot yet be
identified with the individual financial assets in the portfolio; or
- for assets classified as available-for-sale, a significant or prolonged
decline in the fair value of the security below its cost.
Assets carried at amortised cost
The amount of impairment is measured as the difference between the asset's
carrying amount and the present value of estimated future cash flows (excluding
future credit losses that have not been incurred), discounted at the financial
asset's original effective interest rate. The asset's carrying amount is
reduced, and the loss is recognised in the statement of comprehensive income.
As a practical expedient, the Group may measure impairment on the basis of an
instrument's fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment
was recognised (such as an improvement in the debtor's credit rating), the
reversal of the previously recognised impairment loss is recognised in the
statement of comprehensive income.
Financial liabilities
The Group's financial liabilities comprise convertible bonds, borrowings and
trade payables. Financial liabilities are obligations to pay cash or other
financial liabilities and are recognised when the Group becomes a party to the
contractual provisions of the instruments.
Convertible bonds
Convertible bonds are regarded as compound instruments, consisting of a
liability component and an equity component. At the date of issue, the fair
value of the liability component is estimated using the prevailing market
interest rate for similar non-convertible debt. The difference between the
proceeds of issue of the convertible loan notes and the fair value assigned to
the liability component, representing the embedded option to convert the
liability into equity of the Group, is included in equity.
Issue costs are apportioned between the liability and equity components of the
convertible loan notes based on their relative carrying amounts at the date of
issue. The portion relating to the equity component is charged directly against
equity.
The interest expense on the liability component is calculated by applying the
prevailing market interest rate for similar non-convertible debt to the
liability component of the instrument. The difference between this amount and
the interest paid is added to the carrying amount of the convertible loan note.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any difference
between the proceeds (net of transaction costs) and the redemption value is
recognised in the statement of comprehensive income over the period of the
borrowings, using the effective interest method. Borrowings are classified as
current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the end of the
reporting period.
Borrowings costs
Borrowing costs are recognised in profit or loss in the period in which they
are incurred.
Trade payables
Trade payables are initially measured at fair value, and are subsequently
measured at amortised cost, using the effective interest rate method.
Segmental reporting
In identifying its operating segments, management generally follows the Group's
service lines, which represent the main products and services provided by the
Group. The measurement policies the Group uses for segment reporting under IFRS
8 are the same as those used in its financial statements. The disclosure is
based on the information that is presented to the chief operating decision
maker, which is considered to be the board of Clear Leisure plc.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities. Equity instruments
issued by the Group are recorded at the proceeds received net of direct issue
costs.
Share capital account represents the nominal value of the shares issued.
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax benefits.
Retained losses include all current and prior period results as disclosed in
the statement of comprehensive income.
Other reserves consists of the merger reserve, revaluation reserve, exchange
translation reserve and loan equity reserve.
- the merger reserve represents the premium on the shares issued less the
nominal value of the shares, being the difference between the fair value of the
consideration and the nominal value of the shares.
- the revaluation reserve represents the difference between the purchase costs
of the available for sale investments less any impairment charge and the market
or fair value of those investments at the accounting date.
- the exchange translation reserve represents the movement of items on the
statement of financial position that were denominated in foreign before
translation
- the loan equity reserve represents the value of the equity component of the
nominal value of the loan notes issued.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle that obligation and a reliable estimate can be made of
the amount of the obligation
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the year-end date, taking into
account the risks and uncertainties surrounding the obligation.
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 €nil (2014: €9,000). 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.
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 of €20,246,000 (2014: €3,141,000) and
had net current liabilities of €16,477,000 as at 31 December 2015. 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:
2015 2014
UK Italy Total UK Italy Total
Continuing operations €'000 €'000 €'000 €'000 €'000 €'000
Revenue - - - - 70 70
Cost of sales - - - - (1) (1)
Gross Profit - - - 69 69
Finance Income - - - - 1 1
Finance charges (684) (339) (1,023) (506) (579) (1,085)
Other operating expenses (354) (300) (654) (1,131) (885) (2,016)
Other gains and losses 860 (19,429) (18,569) 856 (966) (110)
Profit/(Loss) for the (178) (20,068) (20,246) (781) (2,360) (3,141)
financial year
2015 2014
Segment Segment Net Net assets/ Segment Segment Net Net assets/
assets liabilities additions assets liabilities Additions
(liabilities) to (liabilities)
to non-current
non-current assets
Assets
€'000 €'000 €'000 €'000 €'000 €'000 €'000 €'000
UK 8,284 (8,702) - (418) 524 (8,302) - (7,778)
Italy 19,243 (17,485) - 1,758 46,864 (17,658) - 29,206
27,527 (26,187) - 1,340 47,388 (25,960) - 21,428
5. Employee numbers
2015 2014
Number Number
The average number of employees during the period was as
follows:
Management and administration 2 5
6. Staff costs
2015 2014
€'000 €'000
Staff costs during the period including directors
comprise:
Wages and salaries 250 279
Social security costs - 28
Other pension costs - -
250 307
Other pension costs relate to contributions to defined contribution pension
schemes and are charged as an expense as they fall due.
7. Directors' Emoluments
2015 2014
€'000 €'000
Aggregate emoluments 250 207
Social security costs - 18
250 225
There are no retirement benefits accruing to the Directors. Details of
directors' remuneration are included in the Directors' Report.
8. Other gains and losses
2015 2014
€'000 €'000
Impairment of investments - (996)
Impairment of property investments (20,583) -
Decrease in provisions 650 -
Writeback of VAT tax credit 300
Revaluation of investments 614 -
Profit on disposal of H & L fund 450 -
(18,569) (996)
9. Finance charges
2015 2014
€'000 €'000
Interest on convertible bonds 684 506
Interest on bank loans and overdrafts 339 579
1,023 1,085
10. Auditor's remuneration
2015 2014
€'000 €'000
Group Auditor's remuneration:
Fees payable to the Group's auditor for the audit of the 28 40
Company and consolidated financial statements:
Non audit services:
Other services 6 6
Subsidiary Auditor's remuneration
Other services pursuant to legislation - -
11. Company income statement
An income statement for Clear Leisure plc is not presented in accordance with
the exemption allowed by Section 408 of the Companies Act 2006. The parent
company's comprehensive income for the financial year amounted to a loss of €
15,589,000 (2014: loss €734,000).
12. Tax
2015 2014
€'000 €'000
Current taxation - -
Deferred taxation - -
Tax charge for the year - -
The Group has a potential deferred tax asset arising from unutilised management
expenses available for carry forward and relief against future taxable profits.
The deferred tax asset has not been recognised in the financial statements in
accordance with the Group's accounting policy for deferred tax.
The Group's unutilised management expenses and capital losses carried forward
at 31 December 2015 amount to approximately €24 million (2014: €23 million) and
€35 million (2014: €20 million) respectively.
The standard rate of tax for the current year, based on the UK effective rate
of corporation tax is 20.25% (2014 - 21.5%). The actual tax for the current and
previous year varies from the standard rate for the reasons set out in the
following reconciliation:
Continuing operations 2015 2014
€'000 €'000
Loss for the year before tax (20,246) (3,141)
Tax on ordinary activities at standard rate (4,100) (675)
Effects of:
Expenses not deductible for tax purposes 280 152
Foreign taxes - -
Tax losses available for carry forward against future 3,820 523
profits
Total tax - -
13. Discontinued operations
On 3 December 2013, as a result of a pending investigation into the financial
irregularities of the subsidiary ORH S.p.A, 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 results of the discontinued operations, which have been included in the
consolidated income statement, were as follows:
2015 2014
€'000 €'000
Revenue - -
Expenses - -
Loss before tax - -
Attributable tax expense - -
Profit/(loss) on disposal of discontinued operations - 67
(see Note 30)
Net profit/(loss) attributable to discontinued - 67
operations
In 2013 a loss of €5,570,000 arose on the disposal of ORH Spa, being the
difference between the proceeds of disposal and the carrying amount of the
subsidiary's net assets and attributable goodwill.
14. 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:
Loss 2015 Per Loss 2014 Per share
Weighted share Weighted
€'000 €'000 Amount
average no. Amount average no.
Euro
of shares Euro of shares
000's 000's
Basic and fully
diluted earnings
per share
Continuing (17,016) 208,378 (€0.08) (3,141) 199,409 (€0.01)
operations
Discontinued - - - 67 199,409 -
operations
Total operations (17,016) 208,378 (€0.08) (3,074) 199,409 (€0.01)
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 2014 and 2015 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.
15. Goodwill
2015 2014
€'000 €'000
Cost
At 1 January 1,312 1,312
At 31 December 1,312 1,312
Accumulated impairment losses
At 1 January 1,303 1,303
Impairment loss for the year 9 -
At 31 December 1,312 1,303
Net book value - 9
Goodwill is allocated to cash generating units. The recoverable amount of each
unit is determined based on value-in-use calculations. The key assumptions for
the value-in-use calculation are those regarding discount rates and growth
rates as well as expected changes to costs and selling prices. Management have
estimated the discount rate based on the weighted average cost of capital.
Changes in selling prices and direct costs are based on past experience and
expectations of future change in the markets. These calculations use cash flow
projections based on financial budgets approved by management looking forward
up to five years. Cash flows are extrapolated using estimated growth rates
beyond the budget period. The key assumptions for the value-in-use calculations
are:
- a real growth rate of 2% which has been used to extrapolate cash flows beyond
the budget period; and
- a WACC rate of 15% applied to the cash flow projection.
The Group tests annually for impairment, or more frequently if there are
indications that goodwill might be impaired.
16. Other intangible fixed assets
Development
costs Total
€'000 €'000
Cost
At 1 January 2014 273 273
Closure of operations (104) (104)
At 31 December 2014 169 169
At 31 December 2015 169 169
Amortisation
At 1 January 2014 38 38
Amortisation charge for the year - -
Closure of operations (20) (20)
At 31 December 2014 18 18
Closure of operations 101 101
At 31 December 2015 119 119
Carrying value
At 31 December 2014 151 151
At 31 December 2015 50 50
17. Property, plant and equipment
Group Land & Leasehold Plant & Fittings Total
buildings improvements machinery &
equipment
€'000 €'000 €'000 €'000 €'000
Cost
At 1 January 2014 38,697 - 223 193 39,112
Closure of operations - - (223) (193) (416)
At 31 December 2014 38,697 - - - 38,697
Impairment of property (20,583) - - - (20,583)
At 31 December 2015 18,114 - - - 18,114
Depreciation
At 1 January 2014 - - 40 28 68
Depreciation charge for - - 2 2 4
the year
Disposal of subsidiary - - (42) (30) (72)
undertaking
At 31 December 2014 - - - - -
At 31 December 2015 - - - - -
Carrying value
At 31 December 2014 38,697 - - - 38,697
At 31 December 2015 18,114 - - - 18,114
Included in Land & Buildings above is the interest in a 497,884 sqm plot of
land located near the town of Albiano D'Ivrea. An independent appraisal of
freehold land owned by the Group was carried out by a chartered architect in
June 2016. The carrying value of the land at the date of the appraisal was €13
million.
18. Investment in subsidiaries
Company 2015 2014
€'000 €'000
As at 1 January:
Loans to subsidiary undertakings 23,538 23,119
Net (repayments)/advances during the (1) 419
year
Impairment in investment (15,000)
As at 31 December 8,537 23,538
The significant subsidiary undertakings held by the Group at 31 December 2015
were as follows:
Subsidiaries Country of % Owned Nature of business
incorporation
Brainspark Associates England 100.00 Investment holding company
Limited
*Mediapolis Investments Luxembourg 71.72 Investment holding company
SA
*Mediapolis S.p.A. Italy **74.67 Lesiure/Real Estate
*SoSushi Company S.r.l. Italy 100.00 Brand Management
Clear Holiday S.r.l. Italy 100.00 Dormant company
* Indirectly held.
** Brainspark Associates Limited owns 71.72% and Mediapolis Investments SA owns
13.07% of Mediapolis Spa
19. Available for sale investments
Group 2015 2014
€'000 €'000
Fair value
At 1 January 6,560 7,556
Impairment recognised in the income statement - (996)
Transfer to trade and other receivables (6,500) -
Disposals - -
Carrying value at 31 December 60 6,560
Non-current assets 60 6,560
Current assets - -
60 6,560
Details of each of the Group's material associates at the end of the reporting
period are as follows:
Name of associate Place of Proportion of Principal activity
incorporation ownership
and principal held by the
place of Group (%)
busines
Sipiem S.p.A** Italy 50.17 Real Estate and Holding
Ascend Capital plc UK 9.9 Corporate broking
**Investments in associates where the proportion of ownership held by the Group
was greater than 50%, but it was determined that the Group did not have control
of the company and that the Group was not exposed to variable returns from its
involvement with the company and did not have the ability to affect those
returns through power of the company.
The available for sale investments are valued in accordance with IFRS 7 and
Level 3 of the fair value hierarchy. Their fair value and the methodology
adopted is determined on the basis of their net assets or, where a sale is
imminent, the best estimate of the eventual proceeds. Given the methodology
adopted, it is not envisaged that the adoption of alternative assumptions/
methodologies, sensitivity analysis, would have a material impact upon the
investments.
20. Investments held for trading
Group and Company 2015 2014
€'000 €'000
Fair value
At 1 January 450 -
Net acquisition costs of investments - 33
Movement in fair value of investments 614 417
Disposals (450) -
Carrying value at 31 December 614 450
The amount of €450,000 shown above is a level 3 investment and represents the
Group's 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. This investment has been
realised during the year.
The amount of €614,000 shown above is a level 3 investment and represents the
fair value of 533,990 shares in Geosim Systems Ltd.
21. Trade and other receivables
Group Group Company Company
2015 2014 2015 2014
€'000 €'000 €'000 €'000
Trade and other receivables - 90 - -
Other receivables 6,847 58 35 -
Amounts falling due after one year
Amounts owed by subsidiaries - - 8,537 23,538
6,847 148 8,572 23,538
Non-current assets - - 8,537 23,538
Current assets 6,847 148 35 -
The directors consider that the carrying value of trade and other receivables
approximates to their fair value.
22. Cash and cash equivalents
Group Group Group Company Company
2015 2014 2015 2014
€'000 €'000 €'000 €'000
Cash at bank and in hand 1,842 1,373 475 5
1,842 1,373 475 5
Included in the above is an amount for cash held on escrow relating to the
Mediapolis S.p.A. Land & Buildings.
The Directors consider the carrying amounts of cash and cash equivalents
approximates to their fair value.
23. Trade and other payables
Group Group Company Company
2015 2014 2015 2014
€'000 €'000 €'000 €'000
Trade payables 504 1,199 128 516
Other taxes payable 70 84 15 15
Other payables 1,160 1,141 288 249
Amounts due to subsidiary - - 85 302
undertakings
Accruals 3,214 1,905 542 543
Trade and other payables 4,948 4,329 1,058 1,625
The directors consider that the carrying value of trade and other payables
approximates to their fair value.
Included in other payables is an amount of €830,000 (2014: €830,000) which
represents the directors' assessment of the amounts due to fulfil contractual
obligations relating to the purchase of investments.
24. Borrowings
Group Group Company Company
2015 2014 2015 2014
€'000 €'000 €'000 €'000
Bank loans and overdrafts 8,127 9,536 - -
7% Convertible bond 2014 1,038 88 88 88
Zero rate convertible bond 2015 5,340 5,340 5,853 5,340
Shareholder loans 4,379 4,070 - -
Other borrowings 1,948 1,242 739 200
20,832 20,276 6,680 5,628
Disclosed as: 20,832 20,276 6,680 5,628
Current borrowings
Non-current borrowings - - - -
20,832 20,276 6,680 5,628
7% Convertible Bond 2014
On 31 March 2010 the company launched an issue of £10 million (€12 million),
before issue costs, 7% convertible bonds due 2014. The Bonds are denominated in
sterling and are convertible into new ordinary shares of 2.5 pence each in the
company at a conversion rate of 400 New Ordinary Shares per Bond up until 15
March 2014. The nominal value of each Bond is £1,000 (€1,200). The redemption
date of the bonds is 31 March 2014 the coupon of 7% is payable at the end of
each year. The Company, between 1 and 7 April 2012, was able to repurchase and
serve notice on any or all of the bondholders to sell their Bond in whole or in
part at 110% of the nominal value. The bondholders, at any time prior to
redemption, may serve a conversion notice to the company in respect of all or
any integral multiple of £1,000 (€1,200) nominal value of bonds held by them.
During 2011, a bond holder converted £2.64 million (€3.17 million) into equity
shares for which 8,035,856 ordinary shares of 2.5p each were issued in exchange
for the bond and cumulative interest due thereon.
During 2012, bonds were converted for a total amount of €8.2 million. The
conversion was settled as follows:
€4.9 million (£3.9 million) including cumulative interest was converted into
equity shares (11,000,000 Ordinary 2.5p shares at 36p each.) €3.3 million (£2.7
million) including cumulative interest was settled in cash for €1.9 million,
with approximately 40% discount realising €1.3 million (£1.1 million) profit
for the Group.
In March 2014 €1,885,400 zero bonds were issued in settlement of £1,563,000 7%
bonds including all un paid and accrued interest up to the date of settlement.
This settlement has resulted in a credit to the income statement of €439,000
for the year ended 31 December 2014.
Zero rate Convertible Bond 2015
On 25 March 2013 the Company issued £3,000,000 nominal value of zero rate
convertible bonds at a discount of 22%. The bonds are convertible at 15p per
share and have a redemption date of 15 December 2015.
During 2014 the Company issued €1,885,400 zero bonds in settlement of £
1,563,000 7% bonds (see above). Also €600,000 zero bonds were issued in
settlement of a debt of €518,000 and €450,000 bonds were issued for cash
realising €412,000 before expenses.
On 15 December 2015 the Bondholders meeting approved the amendments on the EUR
9.9 million Zero Coupon Bond, originally due on 15 December 2015; Under new
terms the final maturity date of the Bond is 15 December 2017 and the interest
has been reduced from 9.5% to7%.
Shareholder Loans
Included in the shareholder loans is an amount owing to Olivetti Multiservices
S.p.A. ("OMS") from Mediapolis S.p.A. for €4,379,068 including cumulative
interest. This loan carries interest at Euribor +1% and is secured with a
second charge over the Land within Mediapolis S.p.A.
Under IAS 32 the bonds contain two components, liability and equity elements.
The equity element is presented in equity under the heading of "equity
component of convertible instrument". The effective interest rate of the
liability element on initial recognition is 12.5% per annum.
2015 2014
€'000 €'000
Liability component at 1 January 5,428 4,499
Net proceeds of issue - 930
Equity component - (68)
5,428 5,361
Interest charge for the year 425 506
Conversion during the year including interest - -
Gain on settlement of 7% bonds by issue of zero - (439)
coupon bonds
Liability component at 31 December 5,853 5,428
Disclosed as:
Non-Current Liabilities - -
Current Liabilities 5,853 5,428
Interest on the bonds is payable annually on 31 March each year. No interest
payment was made on 31 March 2014 or on 31 March 2015. The liability component
of the bonds at 31 December 2015 includes all interest accrued to that date.
The unpaid interest together with accrued interest to 31 December 2015 is
included within current liabilities.
25. Deferred liabilities and Provisions
2015 2014
Group €'000 €'000
Provisions:
Potential litigation costs in Mediapolis Spa - 118
Provision for costs relating to loans within Mediapolis 407 537
Spa
Provision for infrastructure costs relating to land - 700
held by Mediapolis Spa
407 1,355
26. Financial instruments
The Group's financial instruments comprise cash, available for sale
investments, trade receivables, trade payables that arise from its operations
and borrowings. The main purpose of these financial instruments is to provide
finance for the Group's future investments and day to day operational needs.
The Group does not enter into any derivative transactions such as interest rate
swaps or forward foreign exchange contracts, as the Group's exposure to
movements in foreign exchange rates is not considered significant (see Foreign
currency risk management) . The main risks faced by the Group are limited to
interest rate risk on surplus cash deposits and liquidity risk associated with
raising sufficient funding to meet the operational needs of the business. The
Board reviews and agrees policies for managing these risks and they are
summarised below.
FINANCIAL ASSETS BY CATEGORY
The IAS 39 categories of financial assets included in the balance sheet and the
headings in which they are included are as follows:
2015 2014
€'000 €'000
Financial assets:
Available for sale investments 60 6,560
Investments held for trading 614 450
Loans and receivables 6,847 148
Cash and cash equivalents 1,842 1,373
9,363 8,531
FINANCIAL LIABILITIES BY CATEGORY
The IAS 39 categories of financial liability included in the balance sheet and
the headings in which they are included are as follows:
2015 2014
€'000 €'000
Financial liabilities at amortised cost:
Trade and other payables 2,535 2,424
Borrowings 20,832 20,276
23,367 22,700
Financial instruments measured at fair value:
Level 1 Level 2 Level 3
€'000 €'000 €'000
As at 31 December 2015
Available for sale investments - - 60
Investments held for trading - - 614
- - 674
As at 31 December 2014 - - -
Available for sale investments - - 7,010
The Company has adopted fair value measurements using the IFRS 7 fair value
hierarchy.
Categorisation within the hierarchy has been determined on the basis of the
lowest level of input that is significant to the fair value measurement of the
relevant asset as follows:
Level 1 - valued using quoted prices in active markets for identical assets;
Level 2 - valued by reference to valuation techniques using observable inputs
other than quoted prices included in Level 1;
Level 3 - valued by reference to valuation techniques using inputs that are not
based on observable markets criteria.
Level 3 investments include both investments in associates, per Note 20, as
well as investments in Ascend Capital plc and Geosim Systems Ltd.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able
to continue as going concerns while maximising the return to stakeholders
through optimisation of the debt and equity balance. The capital structure of
the Group consists of debt attributable to convertible bond holders,
borrowings, cash and cash equivalents, and equity attributable to equity
holders of the Group, comprising issued capital, reserves and retained
earnings, all as disclosed in the Statement of Financial Position.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instrument disclosed in Note 2 to the
financial statements.
Financial risk management objectives
The company is exposed to a variety of financial risks which result from both
its operating and investing activities. The Group's risk management is
coordinated by the board of directors, and focuses on actively securing the
Company's short and medium term cash flows by raising liquid capital to meet
current liability obligations.
Market price risk
The Company's exposure to market price risk mainly arises from movements in the
fair value of its land and buildings as well as investments. The values of the
Land & Buildings are the key drivers in the Net asset value of the Group, and
so the political stability and macro economic factors of Italy all have a large
effect on the market price risk. Therefore other than ensuring acquisitions are
carefully profiled and selected and the Directors ensuring are in close contact
with local government and property industry analysts the exposure is open to
both positive and negative swings. The Group manages its property price risk
actively reviewing market trends in the determined geographic locations. The
Group manages the investment price risk within its long-term investment
strategy to manage a diversified exposure to the market. The Group's price risk
is sensitive to fluctuations to property market. If the investments were to
experience a rise or fall of 15% in their fair value, this would result in the
Group's net asset value and statement of comprehensive income increasing or
decreasing by €66,000 (2014: €5,604,000).
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which monitors the Group's short, medium and long-term funding and
liquidity management requirements on an appropriate basis. The Group has very
little cash balance at the balance sheet date (refer to Note 2 - Basis of
preparation of financial statements and going concern). The Group continues to
secure future funding and cash resources from disposals as and when required in
order to meet its cash requirements. This is an on-going process and the
directors are confident with their cash flow models.
The following are the undiscounted contractual maturities of financial
liabilities:
Carrying Less than 1 Between Total
Amount year 1 and 5
years
€'000 €'000 €'000 €'000
As at 31 December 2015
Trade and other payables 2,535 2,535 - 2,535
Borrowings 20,832 20,832 - 20,832
23,367 23,367 - 23,367
As at 31 December 2014
Trade and other payables 2,424 2,424 - 2,424
Borrowings 20,276 20,276 - 20,276
22,700 22,700 - 22,700
Management believes that based on the information provided in Notes 2 and 3 -
in the `Basis of preparation' and `Going concern', that future cash flows from
operations will be adequate to support these financial liabilities.
Interest rate risk
The Group and Company manage the interest rate risk associated with the Group
cash assets by ensuring that interest rates are as favourable as possible,
whilst managing the access the Group requires to the funds for working capital
purposes.
Interest rates are based on respective EURIBOR and other bank prime interest
rates.
The Group's cash and cash equivalents are subject to interest rate exposure due
to changes in interest rates. Short-term receivables and payables are not
exposed to interest rate risk.
Foreign currency risk management
The Group undertakes certain transactions denominated in currencies other than
Euro, hence exposures to exchange rate fluctuations arise. Amounts due to
fulfil contractual obligations of £69,000 (€88,000) are denominated in
sterling. An adverse movement in the exchange rate will impact the ultimate
amount payable, a 10% increase or decrease in the rate would result in a profit
or loss of €9,000. The Group's functional and presentational currency is the
Euro as it is the currency of its main trading environment, and most of the
Group's assets and liabilities are denominated in Euro. The parent company is
located in the sterling area.
Credit risk management
The Group's financial instruments, which are subject to credit risk, are
considered to be trade and other receivables. There is a risk that the amount
to be received becomes impaired. The Group's maximum exposure to credit risk is
€7,464,000 (2014: €148,000) comprising receivables during the period.
27. Share capital and share premium
ISSUED AND FULLY Number of Number of Ordinary Deferred Share Total
PAID: ordinary premium
shares deferred share Share €'000
capital €'000
shares capital
€'000
€'000
At 1 January 2015 199,409,377 6,074 42,856 48,930
Share
reorganisation
(see note below)
Ordinary shares of 199,409,377 - 607 607
0.25p each
Deferred shares of - 199,409,377 5,467 5,467
2.25p each
Issue of shares 11,000,000 - 38 98 136
At 31 December 210,409,377 199,409,377 645 5,467 42,954 49,066
2015
During the year the Company undertook a share capital reorganisation
subdividing each issued exsisting ordinary share of 2.5p into one ordinary
share of 0.25p and one deferred share of 2.25p.
On 30 April 2015, the Company raised a total of £110,000 gross of expenses
through a placing of 11,000,000 ordinary shares of 0.25 pence at a price of 1
pence per share.
28. 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 Share Total
reserve translation note option other
reserve reserve equity reserve
€'000 reserve €'000 Reserves
€'000 €'000
€'000 €'000
At 1 January 2014 8,325 2,084 (6) 466 - 10,869
Acquisition of - 447 6 - - 453
non-controlling
interest
Issue of convertible - - - 68 - 68
loan notes
At 31 December 2014 8,325 2,531 - 534 - 11,390
Share option charge - - - - 22 22
At 31 December 2015 8,325 2,531 - 534 22 11,412
29. Cash used in operations
Group Group Company Company
2015 2014 2015 2014
€'000 €'000 €'000 €'000
Loss before tax (20,246) (3,074) (15,589) (734)
Amounts written off investments - 996 15,000 -
Share based payment charge 22 - 22 -
Movement in fair value of investments (614) (417) - (417)
held for trading
Impairment of property plant and 20,583 - - -
equipment
Discount on settlement of bonds - (439) - (439)
Gain on disposal of investment (450) - (450) -
Writeback of receivables (300) 4 - -
Finance income - (1) - -
Finance charges 1,023 1,085 684 506
Decrease in provisions (650) - - -
Decrease/(increase) in receivables (398) 605 (35) -
(Decrease)/increase in payables 195 854 (467) 611
Cash (used in)/generated by (835) (387) (835) (473)
operations
30. Disposal of subsidiary
As referred to in Note 13, on 3 December 2013 the Group disposed of its
majority interest in ORH Spa.
The net assets of ORH Spa at the date of disposal were as follows:
2013
€'000
Other intangible assets 4,311
Tangible fixed assets 354
Inventories 93
Other receivables 8,455
Trade payables (2,536)
Borrowings (6,098)
Convertible loan notes (2,351)
Deferred liabilities and provisions (217)
Attributable goodwill 5,231
Net assets 7,242
Less: non-controlling interests (1,672)
Net assets attributable to owners of 5,570
the parent company
Loss on disposal (5,345)
Total consideration 225
31. Non-controlling interests
The following is a summary of the Group's non-controlling interests.
Mediapolis Spa Total
€'000 €'000
At 1 January 2014 7,219 7,219
Acquisition of non-controlling interests (3,496) (3,496)
Total comprehensive income attributable to (238) (238)
non-controlling interests
At 31 December 2014 3,485 3,485
Total comprehensive income attributable to (3,230) (3,230)
non-controlling interests
At 31 December 2015 255 255
Summarised financial information in respect of the Group's current subsidiaries
that have material non-controlling interests is set out below. The summarised
financial information below represents amounts before intragroup eliminations.
Mediapolis Spa
2015 2014
€'000 €'000
Current assets 2,709 1,724
Non-current assets 15,163 38,696
Total assets 17,872 40,420
Current liabilities 7,444 16,767
Non-current liabilities 9,484 1,355
Total assets less total liabilities 944 18,122
Equity attributable to owners of the parent 929 18,813
Non-controlling interests 15 3,485
Total equity 944 22,298
Total comprehensive income attributable to the (18,732) (1,285)
owners of the parent
Total comprehensive income attributable to the (3,470) (238)
non-controlling interests
Total comprehensive income for the year (22,202) (1,523)
32. Operating lease commitments
There were no operating lease commitments at 31 December 2014 and 31 December
2015.
33. Ultimate controlling party
The Group considers that there is no ultimate controlling party.
34. Related party transactions
Transactions between the company and its subsidiaries, which are related
parties have been eliminated on consolidation and are not disclosed in this
note. Transactions between the company and its subsidiaries are disclosed in
the company's separate financial statements.
During the year, NKJ Associates Ltd, a company in which N Jagatia is a
Director, charged consultancy fees of €35,000. The amount owed to NKJ
Associates Ltd at year end is €10,656.
During the year, Metals Analysis Limited, a company in which R Eccles is a
Director, charged consultancy fees of €15,250. The amount owed to Metals
Analysis Limited at year end is €nil.
The shareholder loan as disclosed in Note 24 `Borrowings' is a loan provided by
Olivetti Multiservices S.p.A., who also holds 5.1% of the ordinary shares of
Mediapolis S.p.A. In addition Eufingest which has a 26.9% shareholding also has
an outstanding loan for €400,000.
Remuneration of key management personnel
The remuneration of the directors, who are the key personnel of the group, is
included in the Directors Report. Under "IAS 24: Related party disclosures",
all their remuneration is in relation to short-term employee benefits.
35. Events after the reporting date
The following events have taken place after the end of the reporting period:
In May 2016 the Company entered into an unsecured convertible loan facility
agreement (the Facility") with Eufingest S.A ("Eufingest"), a Swiss investor
and major shareholder in the Company. Under the Facility, Eufingest provided a
facility of £100,000 at an interest rate of 2.5 per cent per annum. The
Facility is repayable on 30 September 2016. The Facility was fully drawn down
immediately. The Company may repay the Facility early at any time without
penalty. At any time before 30 September 2016, Eufingest may convert the
outstanding balance of the Facility into Shares at the rate of 0.75 pence per
Share.
In June 2016 the Company disposed of its 9.9% holding in Ascend Capital
Limited, being 5,500 shares, for a total consideration of £50,000 (£9.09 per
share). The Company did not incur any loss by this sale, as the 31 December
2015, carrying value of the holding in Ascend Capital Limited was EUR 60,000 (£
47,000).
In June 2016 the Company announced that it has entered into a new unsecured
convertible loan facility agreement (the Facility") with Eufingest. Under the
Facility, Eufingest provides a facility of EUR 50,000 at an interest rate of
2.5 per cent per annum. The Facility is repayable on 30 September 2016. The
Facility has been drawn down. The Company may repay the Facility early at any
time without penalty. At any time before 30 September 2016, Eufingest may
convert the outstanding balance of the Facility into Shares at the rate of 0.75
pence per Share.
