Member Info for RKBeekeeper

Hello Boom

Thought you had gone bankrupt. Good to know you are alive and are watching.

I have never met Luke, spoke to him or communicated with him but if he wants to sell me his 25 million shares I will take them at the same discount he got on the other BB.

You will be pleased that you are not invested in the other share as a few missed a red flag.

RKB

PS Did I post there to bring people here or is it you who wants the herd to come here?

Less Debt

After looking at the recent Interim Results and checking the Annual Results there is less debt now on our Balance sheet.

The Zero Rate Convertible Bonds 2015 said in the Annual Report that there were €6.292 million not the €6.9 million that is often referred to. The 7% Convertible Bond 2014 (the one that was converted last Friday at 4p) is in at €73K. Other debt at this end of year 2017 included Convertible Loan Note €1.243 (Eufingest converts at 0.89) and other borrowings €664K and total debt as at 30th June 2018 is €8.272 million.

We know last Friday €65K was converted, now if all Bond Holders convert within the 60 day time frame then that would remove another €6.292 million of debt and that would leave €1.915 million. Originally the Zero Rate Convertible Bonds 2015 were convertible at 15p and it was amended a few months ago to be the average of the 10 days prior to letter being issued to convert and at a price between 125% and 500%.

Some Bond Holders may decide not to convert at this stage and they run the risk that at a later date the share price has increased and as such the price to convert will increase.

Soon we are going to find out if we have the Land or the money for our first charge. If we get the money we get about €1.9 million but that does not cover our full first charge and then the Liquidator has to top it up to the full amount of €2.678 million and then we are an unsecured creditor for about 94% of all remaining assets and that has been agreed by the liquidator for €8.21 million.

Whatever happens over the coming two months we are going to almost wipe out about €6 million of Bond Debt, due either the Land or €2.678 million and receive something of the €8.21 million. Other can reiterate what is going to happen with Ondaland, Justin Cooke and Fortune Cookie (and a few other court cases) but it is looking good from a balance sheet point of view.

RKB

Good evening Monopolyguy

If you look at the previous share placing pdf document lodged at Companies House where 16,131,380 shares were issued at 0.0111 and then look at the RNS it said 1.11p. So 0.04 is 4p.

I thought Banknote would have said what you said as he is tenacious. Who are you? Don't you need banknotes to play Monopoly?

RKB

Possible Suspension today?

From recent Interims Results published on 28 September FG said our NAV was €1.57 million but that included all the debt. Under total liabilities it said €7.354 million and also non-current liabilities of €1.255 million.

We know we will jettison €6.9 million Euro Bond holder liabilities and today we have £65K magic away at 4p.

I will let our resident Banker (Banknote) work out our NAV (assuming he has not gone into a dark room looking of a half penny)

FG said in his outlook statement quote: The directors have spent a large part of 2018 pursuing various legal disputes and court actions on behalf of the Companies shareholders which ultimately, the Directors believe should bring rewards. End quote.

I think we are approach the point where FG has to suspend our shares pending game-changing news.

RKB

So by instigating the Euro Bond conversion FG sets in motion further debt buy-back.

Also, let us assume that Alfredo does have a valid claim against us for alleged up paid salary. FG could offer him shares at 4p and if I know Alfredo he would take them. But FG does not think Alfredo has a valid claim because of past actions (allegedly)

RKB

Debt wiped off

So now we know that two Bondholders (not ones from Euro Bonds 6.9 million) have agreed to convert £65K of Bonds for 1,625,000 shares.

This wipes off £65K of Debt for nominal capital of £4,062

RKB

So this explains why shares issued at 4p or 588% premium to last nights closing price

FG issues shares at 4p and either receives £65K or uses the shares in payment of some settlement of Loan or interest or litigation.

As the shares have a nominal value of 0.25p this is only costing Clear Leisure £4,062.

We get £65K for only £4,062! This is 16 times our nominal value.

Is it possible that FG will not issue any shares at less than what the Bond Holders are receiving? i.e. 3.76P

RKB

It looks like FG has issued shares at a premium and will receive £65K or shares have been issued at a premium to last nights closing price of 588%.

Think we are due an RNS

RKB

PS could it be that FG will only do deals at 4p going forward?

Shares issued at 4p

Updated on Companies House today.

1,625,000 shares issued at 4p with nominal value of 0.25.

Our shares in issue are (were) 513,092,462 and now shares in issue are 514,717,462.

So who has paid or been issued shares at 4p?

RKB

https://beta.companieshouse.gov.uk/company/03926192/filing-history

Good evening Rashley

I remember your first few Posts and you have been learning and Posting sensibly.

But I am afraid you have walked straight into a brick wall constructed by Banknote.

Banknote has already got his slightly higher buy-in today and now has to change tactics so he asks you a question that he wants to answered as it serves his purpose as he is only here for 10% or 20%.

You will see Banknote will not be so negative while / as / if our share price tics ups and he sells, but then he / she will be back putting a downward spin on any RNS so as to get in again lower. If you had asked Banknote to explain what he / she thought might happen rather than you answer his / her question. He / she would know you have rumbled them and would then maybe go away and have a think, but sadly I don’t think it would make much difference as they are basically not nice but everyone has their own agenda and his /hers is not aligned to long term holders.

Talk soon

RKB

PS Banknote to avoid any confusion are you male / female or other?

I am looking forward to you posting something Positive about our company. You must know that you have a potential investment in Clear Leisure that is going to deliver so why do you not just cross sides and stop messing about? Before you realise your reputation will go before you and you will have to have a different ID to Post.

It is because of people like you that Bulletin Boards almost become meaningless, unless pi’s seek out balanced Posts. My Post you may believe are not balanced but that would be your interpretation, others are mature enough to make their own decision. What I will do is avoid any share that you are invested in as I would not want to profit from your insightful knowledge.

RKB

More Thoughts

We know the new terms of Bond Conversion are between 125% and 500%. We also know FG issued a letter to Bondholders offering to convert at 3.76p which was 500% of the 10 day mid-point average of 0.752.

So why is it between 125% and 500% when clearly we know FG is offering 500% and nothing like 125%?

We know soon that we either have the Land or the net proceeds from the Land Auction. Let us assume that one or more Bond Holders object to the conversion but most (including Eufingest) agree to the conversion.

If a Bond Holder who holds the equivalent of £1 million of the outstanding €6.9 million of Bonds does object but €5.774 million of Bonds agree (€6.9 million less £1 million at exchange rate FG used of 1.126) then within 60 days we have €5.774 million less debt.

Then within the next two months FG expedites Ondaland and Justine Cooke, there would be a material difference in our assets because we have less debt and funds / Land on our balance sheet and either asset of Ondaland or funds and cash from court case of Mr Cooke.

Assuming the above were to happen and lets say for the purpose of just this Post that our share price was 4p then FG would not offer the Bond Holder straggler of the balance of £1 million a conversion of 20P (500% of 4p) FG would revert to maximum conversion price of 15p which was the original term. This would then be 375% not 500% not 125% and definitely not 3.76p.

Clear Leisure shareholders have been supported for many years by Eufingest with loans of 2.5% I have not come across a shareholder in any other shares that I own or have investigated. Eufingest are Swiss and they are not known for their generosity but fortunately for us they have been more than generous.

It would have been nice if we could have turned the clocks back and FG had put in a bid for the Land but we cant turn the clocks back so we will just have to wait and see.

RKB

PS wait don’t we turn the clocks back at the end of this month? Someone should inform the Bond Holders that clocks are turning. They should also inform Evil Knievil that it is €6.9 million of Bond Debt not €9 million as he quoted on Monday.

My thoughts.

I am not surprised that initially the Judge did not find in favour of Clear Leisure.

I said recently that if you had sight of the minutes of the auction you would know that we have the Land and I still stand by this.

If you have ever been to a British Car Auction and watch & listen to the auctioneer you will see that if he knows something about the car he is legally obliged to state it. If there is no MOT present or the sun roof does not open or whatever they say so.

What FG and our lawyers are looking closely at is exactly what the auctioneer said when he described the Land and why he began the bidding at a discount. What FG needs to establish is exactly what instruction the Liquidator gave to the Auctioneer as this is key to resolution. It is my understanding that the Land was sold with the Licences. That invalidates the Land being agricultural Land.

Yesterdays Loan:

That is most likely to facilitate either the appeal or pay the lawyers their cut when we get the land on appeal. Some Posters may disagree with me but I am an optimist and they can say otherwise but you have to look at the way FG has gone about this massive game of chess.

Bond Conversion at 3.76p. FG would have had to look at both possible outcomes on the appeal and last week he would have most likely have worked out it would have been better to convert now than wait for a Judge to make a decision that he would disagree with. No matter what happens with the Land, soon we will not have €6.9 million of Bond Debt. We will have some more shares but not billions. Posters who attempt to downplay the Bond Conversion at 3.76p forget to mention that originally the Bonds were convertible at 15p (how convenient for their entry point) By converting at 3.76p Bondholders are getting about 26,595,745 shares instead of about 6,666,667 shares for each £1 million of Bonds. So that is why Bond Holders will all accept.

RKB

PS as many Posters have previously stated whatever happens with the Land we either get the Land or the Money from the Farmer. Then the Liquidator has to explain to the unsecured creditors why they will receive less because the Land was not originally assigned to CLP 2017 in exchange for our First Charge.

Bond Conversion at 3.76p

Since FG announced the possible terms of the conversion for the Bonds I have been recording the values.

I calculated 0.705 slightly less than FG at 0.752. The figure of 0.752 works in our favour and as it is at 500% then that is a healthy exchange of 3.76p.

Using my slightly lower figure we would have had to issue about 184 million shares for the €6.9 million of Bonds.

So why did FG choose to have the 10 day average last Thursday?

On the Thursday the average turned and again on the Friday it went down again. If it was the Wednesday it would have cost about 180.5 million shares but by the Friday it would have been 187 million shares and it would have taken several weeks to reverse the downward pressure on the average.

Now you could ask why Banknote and his / her pals are so prolific on our B.B. so determined to talk down our share price so they can gain a lower entry point? They don’t understand that if they had succeeded it would have been like shooting themselves in their foot. Talk down share price, then longer before Bonds are able to convert.

RKB

PS Banknote when you post what you do then I will respond appropriately so that Posters can make their own decisions.

Well the answer from my point of view would be no but.....

RNS 7/08/18 Notification of Major Holding.

So on this RNS Eufingest split their holdings in to three.

Marco Coppini 2.34%

Eufingest SA 8.63%

Eufingest Sa Discretionaty (Sic) Clients 5.85%

Total at that time 16.82%

Marco Coppini is the founder and CEO of Eufingest Sa.

If Eufingest convert all their Bonds they will get about 70,859,000 additional shares and their loans of €2.4 million and €50,000 and €250,000 convert at £0.0089, £0.01 & £0.01 and using the same exchange rate FG used for the Bond Conversion of yesterday would result in additional shares of about 239,487,497 and 4,440,497 and 22,202,487 or total about 266,130,481.

When you add up their original holding of 86,279,102 and the Bond Shares of 70,859,000 and the loans conversion shares 266,130,481 they could have about 423,268,583 shares which with the total shares in issue of 942,198,643 would be about 44.92% but we will not know the split between the three above.

Now you can see the importance of the RNS 7/08/18 Notification of Major Holding?

It also now makes sense why we have two smaller loans of €50,000 and €250,000 because the shares on conversion could to any of the three above and Eufingest may never technically go over 30% but will potentially control about 45% of Clear Leisure and will benefit accordingly if there are major asset realisations via either from disposal or court lead recoveries.

RKB

PS We have the Land. If you have seen the minutes of the Auction you would already know we have the Land.

Question

Hypothetically if I was to greatly increase my shareholding to 23.24% and as a result of my shares being in a SIPP held via Hargreaves Lansdown and my Broker along with all their other clients held say in total about 44.92% all within Nominee Accounts, would Hargreaves Lansdown have to make a bid for Clear Leisure?

RKB

Good morning Euclid55

There is only €6.9 million of Bonds outstanding and in my previous Post I calculated that there would be about 162,975,700 shares issued if all Bond Holders accept.

What some Posters have not realised is that the Bond maturity date was pushed to December 2022 but now the Bonds are being converted and we wipe out at a stroke about £5,720,447 of debt. The de-rampers don’t want this debt reduction to be widely known as it does not serve their purpose.

For the record I am not trading, people who know me know my limit orders and their all for 50,000 at a time up to 4p and I would only have potentially unloaded one third of my free ride, which is prudent top-slicing.
I am expecting further news this year where we will own a majority shareholding in Ondaland the Water Park.

RKB

Bond Conversion

This is the news we have all been waiting on, I calculate that we will have to issue about 162,975,700 shares if all €6.9 million Bond Holders agree to convert. This works out at a nominal value of our shares which are £0.0025 of £407,439 which will mean that we have disposed of over €6,441,223 of the debt or to be crystal clear we had €6.9 million Bond Holders Debt at a cost of only €458,777.

Today I am going out to Dynamic Earth in Edinburgh so will be off-line most of the day.

RKB

Good afternoon LimitedAccess

I would have just said 0.88% which is a good holding. I still personally have over 3 million and all on a free ride. But family holdings have vastly increased and FG is fully aware of them from the AGM as I voted via HL in advance of the AGM as I was trying to put a bid in for the land at the time and did not know if I would be able to attend the AGM. Also increased since the AGM and especially since the information about Bonds being convertible at up to 500% this is a game changer.

Our friends who want to be what I call negative when we all know they like our company and just want to build a stake that will alter their lives can only achieve it by being negative.

When I look at the billions of shares in other companies and ours at just over 500 million then I know that FG has been prudent in only having placings when it is to our advantage not to pay exorbitant salaries.

Need to go, pity there is not duty free anymore, should have driven and went to a hyper-market in Calais and loaded up with CLP shares!

RKB

I have only reported one Poster in two years but that was because of the email abuse that I was receiving. I also have only filtered one Poster (the same one) what tends to happen is that after the Posters you mention begin to irritate me I stop Posting and then they have to go away with a magazine to a room and play with themselves.

RKB