Member Info for RKBeekeeper

Good afternoon DShox

I would like to be able to say more but have to act professionally so as not to cause any hiccups with some of the 39 companies. If an actual case has not progressed to litigation there is no obligation on FG to provide a progress report. But 11 sets of legal advisors have provided services to Clear Leisure and we did get a little snippet in the Annual Results when FG said with regards to Asset Disposals, but will not pursue such recoveries to the detriment of the financial wellbeing of Company or the management focus of new investment initiatives.

What I said at the time was that FG is not going to pursue the €39 million claim for the delay in granting permission to build the Mediapolis Theme Park. I personally believe the reason for the liquidation was ultimately to ensure that the claim is not pursued as it is solely in the hands of the liquidator as to what assets he / she wants to recover and he / she will not want to sue their boss.

When you look at all the possible litigation that could be pursued and then look at what is active at the moment then you begin to understand FG a little more. What will happen is that Justin Cooke in my opinion will settle because when he sold his company to WPP he failed to pay Clear Leisure drag along rights. Sosushi will settle but I don’t think for anything like what we are due. Ondaland will compromise and will be more than €6.5 million via a substantial shareholding in the Water Park. When other companies and people are aware that FG has pursued and won redress you will possibly see a queue of over thirty lining up to make amends.

Posters who know me will be aware that I represented 21 women in a Pension Claim against Polaroid and they had a set of top London Lawyers on their side and they lost. Posters will also be aware I used to work for a Retail Bank and gave Fred Goodwin and his very expensive London Lawyers a massive sore head. I am still in contact with these firms of London Lawyers so I am aware of what goes on in the City.

RKB

Remove the reduction of the first charge and the loss is what? That is assuming you have basic arithmetic skills.

RKB

Bonds:

You need to read carefully what has been communicated here. RNS 11/05/18 was to move Bond repayment date to December 2022 and at the end of the RNS FG said we have called the Bondholders meeting in order to give reasonable and comfortable timeline for the Company to realise the value of the Italian Assets and therefore be in a position to repay the Bonds.

RNS 19/06/18 said Bond Holders agreed to extend maturity date and permit Bonds to be converted into shares. But we are not informed as to the terms of the conversion.

RNS 6/08/18 is the first time that we now know that the conversion terms are between 125% and 500% of the average of the 10 days before the notice is despatched informing the Bond Holders they are going to have their Bonds converted into shares. I always believed the terms were previously at 15p but in an amendment in the past it was altered.

Very few posters on our B.B. comprehend the significance of this change to 125% and 500%. If for example our 10 day average share price was 2p and FG issued the conversion letter then maximum that the Bonds would convert at is 10P. So if taking £1 = €1 and you had €1 million of Bonds then you would get 10 million shares. For our full €6.9 million Bonds FG would have to issue about 69 million shares.

To put this in context, our first two placings this year on 26/01/18 & 9/03/18 we issued over 80 million shares and converting the Bonds would result in less shares being issued. Upon conversion we will have €6.9 million less debt.

I could go on and Post substantially more but all that will happen is a few Posters will have their tuppence worth (not got the brains for 10p worth) FG is doing what he set out to do and if you do your due diligence and travel to Italy you will not only enjoy good food and fine wine but you can meet interesting people.

RKB

Interim Results

I personally am pleased with what is in the 6 monthly results. The accounts are a lot cleaner and easier to understand.

FG informs us that virtually all of the leisure companies that we have invested in the past continue to involve a legal action. I have a list of 38 companies that Clear Leisure Invested in (and that does not include Sosushi) You may recall in the past we were also informed that we had engaged 11 sets of legal advisors / lawyers and as far as I am aware this has not decreased. We are currently aware of the Fortune Cookie / Justin Cooke claim for £700K to £5 million and the Sosushi claim of £1.5 million.

We also know that resolution with Ondaland / TLT (Spiem) when concluded will be at a minimum of €6.5 million but as we have not had any income from Ondaland over the years I honestly believe we will own a minimum of 75% of Ondaland and it is making good progress in resolution.

It has gone quite on the ORH Hotels litigation / pursuit of redress but often in these situations it is because it is at a delicate point in the negotiations. ORH owns a chain of hotels in Italy and East Africa and Clear Leisure owned 99.3% of ORH SpA. This claim is worth more than Ondland claim / redress.

RKB

I am here, waiting to see if anyone (but definitely not you) has understood the interims, I have and there are several clues, but you sir (madam) are blind.

RKB

Dividends

Hi Rusty, good to see you last week in London, hopefully not too long before I am back again. This is what I posted late July which I believe was what you were looking for.

There was some talk recently about dividends.

The earliest that a dividend will be paid is exactly two years from now. RP has set in motion the process via the Courts to enable at the Companies discretion to pave the way for future dividends.

Let us assume that for this Post the maiden dividend is going to be 1p. At present it would cost £1,181,643.67 and RP would receive £120,000.

Now if a maiden dividend is paid in exactly two years time then there would be about 148,914,367 shares in issue and at a maiden dividend of 1p it would cost £1,489,143.67.

RP would have exercised his 23,750,000 founder warrants and have in total about 35,750,000 shares, which would give him £357,500. This would help mitigate his cost of exercising his warrants at 5p which would cost him £1,187,500.

Note when RP exercises his warrants the company receives cash but Jon Davis also has 1,100,000 warrants and this would bring in another £55,000 so the net outflow of cash on a 1p dividend if shares in issue were 148,914,367 would be £246,643 (which will not even be one months revenue from East Denver if we are producing 5,000 BOPD or whatever acronym we use for the stuff that we extract from the ground) For my calculations I use $4 a BOPD for our 7.5% which is easy to calculate in your head, $20K a day or $600K a month or $7.2 million a year. Even if it was only $3 dollars it is a very large free ATM cash machine.

RKB

PS When RP has exercised his warrants he will control 24.01% of the issued share capital. Jon Davis will control 0.87% and in total they would have 24.88% so as long as they control 25% of our company, it will never be taken over unless RP agrees.

PPS I would still have 0.27% using the 148,914,367 so in total that is 25.15% so I do not foresee any placings in the next two years while RP sets in motion the process to pay a maiden dividend.

Good Evening Fadec

If RP wanted to buy back shares I do not believe he has the authority to do so. A resolution would have to be passed to permit this.

On any such resolution a buy-back would instantly reverse the slide in our share price.

RKB

Good afternoon TurnaShilling

It is actually a 1.22% shareholding in UKOG which at the current mid-point price of 1.95p is worth £1,241,059 but if (small if) UKOG was at 3p it would be worth about £1.9 million. I expect our BoD will top-slice as UKOG share-price increases.

RKB

Now that made me laugh and you don't get many laughs on this B.B. Enjoy the rest of the day.

RKB

Good afternoon Strongman

I have not been in communication with George or the Company (yet)

I can gain more information for my benefit if the Company update the website before next Tuesday.

Assume the website is not updated then they will be asked why. Nobody likes to be told that they have failed to do something but when this something is mandatory then that sends bad signals to investors. I am patient (like most Posters on this B.B.) but if the AIM Rule 26 is not up-to-date then how can any potential investor trust the other information on the following?

Zimbabwe: RHA, Katete, Zulu, Tinde, Lubimbi

Togo: Pagala, Haito, Kara-Niamtougou, Dapaong

Benin: Speciality Minerals

Mozambique: TCT (Capapu Project)

RKB

PS we have excellent assets, practically no debt, one large shareholder (George) who holds not 7% but 6.59% (that is to save the office staff calculating his percentage holding)

Good afternoon 9005Nelson

You can post all day long and Posters can make their own decisions, you I believe actually miss it when I do not Post.

If you are paying attention you will have known that I was in London for four days last week. Flew into London City Airport, unfortunately the Glasgow flight was delayed for over an hour and on landing there were no staff to permit disembarkation for over 20 minutes which meant the CEO that I was going to meet in Docklands had already left for Germany. (try and work who it was, not FG, and if you do I will donate £100 to a charity of your choice)

I had three breakfasts on the Tuesday morning, one at 7am one at 8am both with CEOs (again not FG) other with wife. Then I went to an AGM, do you know what that is? It would have been good if you had been there as you would see how I operate.

Also on the Tuesday spoke with a financial journalist.

If you are ever in London let me know and maybe we could meet and compare notes.

I tend to stay in Kensington as it is next to the Underground and enables easy access to certain places that various BoDs and CEOs hang out. It is amazing who you can bump into. Would you believe me if I told you I actually met a farmer in London last week? Would you believe me if I told you I am flying to Italy on Wednesday to stay at the farmers B&B and going to a meeting on Friday?

Check out the Holiday Inn Wrights Lane whenever you are in London great place to meet important people, you may even bump into Max.

RKB

Preliminary Results

I am not even going to attempt to calculate what we may be told on Friday but what will jump out is the value of Circum Minerals Ltd.

In our full year results George put it in at $6,262,916 but on our website it is listed as $10.2 million an increase of about $4 million.

But is this $10.2 million valuation correct?

When you look at our website under investments there are two, CASA Mining and Circum Minerals but we know from RNS 1/05/18 that we sold CASA Mining for shares in Arc Mineral shares (6,128,822 shares at 2.45p worth about £150K) At todays current price of 4p are worth about £245,000.

Also on our website under AIM Rule 26 we have invalid information. It says it was last updated on 13/06/18 but under securities in issue it says it was last updated on 16/03/18 but this fails to include the shares placed on 14/08/18.

So what we have is basically poor communication with the owners (us shareholders) of the Company. I like to have accurate information on my investment and I minutely go over the annual reports and I like what I see but am disappointed that our Company fail to put basic information that is required by AIM Rule 26 on our website.

I will have some questions to put to George next week if this oversight is not rectified.

RKB

PS I bought in late last year, I am not a trader and I seek out investments that have good assets that the market undervalues and little or no debt, along with the BoD having a reasonable shareholding in the Company to show commitment. When I can I like to attend AGMs and I am extremely vocal with holding the Directors to account.

All Positive for me

I am patiently awaiting the Interim Results. I could speculate what they will say but that will only result in a retort from the Bog Standard Poster(s) that would add no value to the debate.

What we do know is that debt has vastly decreased over the years and the Positives for me are:

A) Whatever the outcome of the Land Auction appeal we will either receive the Land (on successful appeal) or get the money up to the full amount of our first charge (as we will have any shortfall made-up by the liquidator to our first charge amount of €2,678,357)

B) CLP are still the main unsecured creditor of Mediapolis for €8,211,897 worth 93.85% of all unsecured creditors.

C) Ondaland / Sipiem. FG updated us in the Annual Results on 29/06/18 that quote: The Company remains hopeful that a mutually beneficial solution will be agreed upon during 2018, which will result in Clear Leisure securing a substantial stake in TL.T.: end quote.

What this means for me (after my own due diligence and double and then treble checking) is that Clear Leisure will secure a majority controlling holding in the Water Park, Ondaland, and have substantial recurring revenue.

D) There are numerous court cases ongoing. When you look at some of the placings earlier this year you will maybe come to the same conclusion as myself in that a substantial part of the money raised is for the Fortune Cookie litigation (up to £5 million claim) and for Sosushi of £1.5 million (RNSs 11/05/18 & 2/01/18)

E) The substantial Capital and Tax losses available to either Clear Leisure or for a Company doing a Reverse Takeover.

RKB

AGM Part 4 PS

PS I have to give credit where credit is due.

Lance permitted all questions to be asked and were all answered (maybe not as we have liked but all answered) Even when it appeared that questions had finished on a particular subject and we were about to proceed to a vote and another shareholder wanted to ask a question is was allowed. At no time did it appear to me that the BoD were trying to rush the AGM or cut-off questions or prevent a particular being asked at an inappropriate moment.

Lance did not proceed to any vote until he was 100% sure that all questions were asked.

RKB

AGM Part 4

What do I think will happen going forward?

Well we cant do any placings at a discount as we are at our nominal value.

The loans have to be re-paid or converted into shares (at a premium as they have done exceedingly well over the years)

If there are no loans then the silly finance charges we have been paying over the years will be greatly reduced and this saving will come straight through to the bottom line.

Our accounts show an outstanding loan at year end of £381K to City & Claremont Capital Assets Ltd if charged at 15% would cost £57,150 but if this loan was repaid in shares at 0.2 and we had no loans then our company would be in profit. We would have to issue about 190,500,000 shares (assuming they are generous and forgo any interest due)

City & Claremont Capital Assets Ltd currently have about 215,231,176 shares worth about £215K on conversion above they would have about 434,306,176 shares and when our share price is 0.2 then their share holding would be worth about £868,612. This would result in a substantial increase in City & Claremont Capital Assets Ltd shares and loan currently about £596K to about £868K or an improvement of £272K. You have to question why City & Claremont Capital Assets Ltd has such a large shareholding and a massive loan that is weighing us down.

RKB

AGM Part 3

Resolution 3 approve the Auditors remuneration, not an issue and like the previous two resolutions all approved unanimously.

Resolutions 4 & 5 to re-elect Lance & Geoff. I said or the record poor Corporate Governance to have our only two directors up for re-election at the same time and going forward I did not want to see this again. It was noted. Both passed by all in room but some votes against (1,778,499)

Resolutions 6 & 7 as above but a little more against (2,278,499)

AGM formal business over and then more questions from the 5 shareholders present. I questioned about the director loans, the massive interest rate and in the past the interest being converted at a discount to the share price. I said that 15% was too expensive and it would be nice if greatly reduced and also converted at many multiple of current share price. Lance said no current shareholder loans and any loans had to be at commercial rates but I pointed out 15% was just too expensive. I laboured this point till the conversation moved on.

One shareholder asked who the spouse was related to and Lane said it was his. Another shareholder said it all smacked of a cosy little set-up (my words but that is what he was basically saying) another shareholder asked about lack of transparency with several disclosures but I believe it is not advisable for me to post this as I may not make the point as forcibly as he did and he got his message over loud and clear. Earlier another shareholder talked about the invoice factoring and the cost and what could be done to reduce costs.

There were many other questions put to the BoD and answers were proffered but whither the shareholder who asked a particular question was answered fully satisfactory only they can answer that.

I went to the AGM to put my questions to them both and to let them know that they are stewards of our company and act at the behest of the shareholders.

In conclusion: I now know how many shareholders took the time to attend (very much appreciated) and how many shareholders (or shareholder) voted for or against any particular resolution. I also know how many votes will be required to call an EGM and if the 100 million shareholders mentioned above have the courage of their convictions can instigate change if they so wish.

RKB

AGM Part 2

After a show of hands the first resolution was passed unanimously and then Lance read out the number of proxy votes (over 230 million for, none against and none withheld)

Interesting point. Our Articles of Association (AoA) state that after a resolution vote is called it is decided on a show of hands. Only if five shareholders present call for a vote can proxy votes be counted. Lance did not have to read out the proxy votes but he did, why? Sending a clear signal that he knew I did not have more than 230 million votes. Now that is where the 100 million votes above could have been a game changer) There was a reason why I had my votes and four proxies as I could have attempted to call for a poll (I technically had 5 hands not one and I could have on any vote used one proxy against or withheld just to get my 5 hands (votes) counted.

The Auditors were not present and I said that was unfortunate as I had a major concern about one aspect of the Auditing. I don’t know if it was before this or just after but there was some strong words from myself about Lance being up for re-election and he seemed unconcerned (he felt he would be re-elected) Well we now know his and Geoffs re-election was never going to fail with over 230 million votes secured.

I asked if there was a copy of AoA as I believed there was a potential Auditor Breach of the AoA. This particular article says we cant pay anymore than £100K to the Directors and our full detailed accounts on our fantastic website says we have paid £121K and £60K in total £181K in Directors emoluments. Our £81K too much.

While they were looking for AoA and checking if they had been amended a person present, whom I had to ask who he was (solicitor) said that my figures also contained salary. Even if it did contain salary the accounts do not indicate that and there is a lack of information and transparency and that would have to change. It also appears that the AoA were amended and the £100K was increased to £250K but if there is no record or RNS of this change readily available then I can only question the BoD (and the Auditors) on what is currently on our website.

RKB

PS there were some strong exchanges between myself and Lance and I said that I was not wanting to influence any of the other shareholders present but that to my knowledge when the results of AGMs were RSNed that they only said all resolutions passed but not unanimously and my goal was that today it would say unanimous.

RKB

AGM Part 1

There were four private shareholders at the beginning of the AGM, one other shareholder who was on the day an employee of the company and one shareholder who arrived late.

I informed the Registrar that a friend was running late and they made arrangements for them to join when they arrived.

AGM starts right on 10am and BoD introduced themselves and formal proceedings began.

Normally no private shareholders attend so what would happen then is what I call a rubber stamp job. But as BoD are given advance notice of proxies they knew a few private shareholders would be attending.

On this B.B. I believe a summary of concerns would be, lack of profits, share-holder loans (never ending) loans at 10% to 15%, related party transactions and connected parties and an abysmal share price. Positives would be, increasing recurring revenue, prestigious clients and gross profits of close on 50% of revenue. Biggest concern could then be why with our high margins is it that we make recurring losses? There will be other positives and negatives but it is my brief summary.

Lance attempted to read the first resolution and said he would take questions at the end of the seven resolutions. I objected. I pointed out that if I believed there was an error in the accounts, how I could vote for this resolution before discussing my concerns. I was then permitted to ask my questions relating to the accounts.

I first wanted a phrase that was in the Chairmans Statement explained in plain English and Geoff gave a good response. I said I was not happy that the Accounts issued via LSE were abbreviated and that to get all the information I had to wait till they were published on our Website.

At this point I said that as far as I was concerned, our Website is the best on the Market and that it should be promoted more.

I also said I did not like the full 70 odd pages of the Annual Accounts were not numbered and it was agreed that this was an error with the PDF file. I asked Lance if going forward that the full 70 page accounts could be released on LSE and he said he would look into it. I strongly objected to his answer. He said several times he would look into it and I pointed out that he could commit to it if he wanted to. I forcibly pointed out that by RNS the smaller abbreviated accounts with no details of related party transactions and that you have to go looking on our Website that it just was not good enough. I hope he got the message.

RKB

Pre AGM

I was at the AGM on Tuesday.

Before I went I secured proxy votes not only for myself but two members of my family and two close friends.

I was aware that several private investors were intending to attend the AGM and if they could not attend they were going to appoint a proxy in their place. I did not seek their proxy and advised them to request from their broker their paper-work to enable them to attend.

I believe two substantial shareholders (combined about 100 million shares) were either going to attend or have a friend to represent them. Even with advance notice of the AGM neither attended or had the appropriate paper-work arranged in advance or personal circumstances meant they were not able (or not willing to attend)

Sometimes on B.B. or social media private investors inflate their shareholdings. Only they know why they do this and we can only speculate why they profess to have substantially more shares than they do.

If your broker charges a fee for the paperwork and you have say 50 million shares then in my opinion £25 is a fee that could be worth paying (I paid over £600 for flights and hotel, so I could attend and see a West End Show)

Posters on various B.B often say it is a waste of time attending AGMs as nothing changes. Well I know how many votes I had in advance of the AGM

RKB

PS from experience if the BoD believes the votes will be close then they look at legitimate ways to discard paperwork authorising shareholders or proxies to attend, like no proof of identity or no watermark on paperwork, or a photo-copy or a black & white copy of a coloured document any technicality to invalidate the proxy share-holding.