Member Info for RKBeekeeper

Good afternoon RachelsDad

All well here and hope you are also. With lock-down I have plenty of time to do my research and obviously refresh all my Clear Leisure stuff (I have every set of accounts since 2001)

I do not think anyone really took notice of the RNS issued on the 17th of August 2020. In this RNS Francesco mentioned “New Technology Investment Initiative”

This “Initiative” involves “Sapphire Capital Partners” (and again if you do the in-depth research I do you would realise we have a hidden gem here)

Francesco has tasked “Sapphire Capital Partners” to manage an EIS Fund.

I invested last Thursday in an EIS Cannabis Company which was looking for funding of £175,000 within the next 40 days. They are closing this Crowd Funding after only 5 days being opened to the public (tomorrow) because currently at the time of this Post they have pledges for £614,000 and as CBD is the next best thing to Bitcoin, I invested £10,000.

There are tax advantages if you invest in an EIS Fund and in my case my tax rebate will be £3,000.

Now Francesco says “Clear Leisure will scout, source, analyse and perform due diligence on innovative start-ups within this industry and mainly in the UK, while the final investment decision will be approved by Sapphire Capital. The target fundraising for the fund is £10m, with an initial round of £3m. No dilution will take place of shareholders in Clear Leisure.”

Clear Leisure has about €64 million of retained losses (from the 2019 Annual Results) and if you have done your homework you will know how Francesco is going to utilise them with “no dilution to shareholders”

There is a Proactive Video on the website that may assist you in getting to 2p.

RKB

PS Now if you have been paying attention then listen at exactly the point 50 - 52 seconds into the interview. Hint Padova meeting then meeting in Venice.

PPS and the timeframe of this is? (6 months watch at 2 mins 26 secs) Why 6 months? What is about to happen in Venice High Court?

http://www.clearleisure.co.uk/

Clear Leisure looking for the UK’s next Unicorn

Sipiem Court Case

Good morning Reprobus

There is a strong possibility of an out of court settlement.

Why? Well, I know the directors of Sipiem who are in the dock at the High Court of Venice (12 of them) and there is a common director of Sipiem & Ondaland (the Waterpark that Francesco is about to claim for Clear Leisure)

Now if you have been paying attention you will be aware that I went to Northern Italy to check out the Mediapolis Land and Ondaland. What not many know is that I also stayed in Padova, which you will know this is where Francesco went to university (and Francesco still has business connections in Padova)

When in Padova we ate in a restaurant in the square that has about 4 or 5 churches. I spoke to the waiter about Francesco and unknown to me the waiter had a twin brother who also worked in the restaurant and there was some misunderstanding between the three of us as I did not know there was a twin, but it turned out I gleaned some information which when I was in Venice two days later I managed to get confirmation.

Now you know why I am still here. Happy to sit and drink expensive coffee (and wine) tick tock, tick tock.

RKB

Yes

RKB

Sipiem Court Background

Part 2

The Judge in the High Court of Venice will hopefully have the Expert’s Reports to assist him with his deliberation.

I think it may be helpful to have some further information as to the Ownership of Sipiem. The Ruling from the Turin Court, which was handed down on 10/02/20 declared Clear Leisure as the majority shareholder of Sipiem.

Sipiem should have had control of T.L.T which is the Ondaland Waterpark. In 2017 Ondaland had revenues of £2.5 million (€2.9 million) but Clear Leisure was deprived of their share of these revenues (profits) and that has been the case since 2015 (5 years as we need to ignore 2020 due to Covid-19)

On the 30th of April 2015 Clear Leisure owned more than 50% of Sipiem (so should have had control) and Sipiem owned 66% of Ondaland and there was an “Agreement in Principle” for Clear Leisure to swap its interest in Sipiem for 100% of Ondaland’s assets which were valued at €7.5 million.

This swap of assets did not occur and if it had then Clear Leisure would have had 100% of the Ondaland Waterpark’s revenues which over the years could have been in excess of £12.5 million. Because we were deprived of our assets then we took on debt for the purpose of reclaiming our assets which were basically stolen (my interpretation, although the court may say “deprived of”)

Francesco has always been determined to recover assets which were rightfully ours and he, like most long-term-shareholders (including Eufingest our benefactor) will soon realise that our loyalty will be rewarded.

RKB

PS By the 16th January 2013 Clear Leisure had taken control of Sipiem and the company indicated in RNS 31/10/12 that it would complete on or before 30th November 2012. What this means is that Clear Leisure should have been receiving revenues from Ondaland Waterpark from 2013 onwards. Also that the Insurance cover is from 2013.

Sipiem Court Background

Part 1

This court case is currently being heard in The High Court of Venice: “The judge has set the hearing for consideration of the expert reports for 10th March 2021. The Company remains confident on the strong foundations of the claim.” RNS 27/10/20 The claim is for €10.8 million.

Venice High Court: There was a hearing held on 5/02/20 at the Venice High Court “Legal representatives of all parties involved in the claim appeared in Court, including the legal representatives of two insurance companies, (among the largest operating in Europe) which have provided professional indemnity cover to the majority of the eight defendants. The insurance documents seen by the Directors indicate that, for this specific case, the professional insurance cover is €1,000,000 per year, per insurance company. Therefore, €2,000,000 per year of cover has been provided. The alleged misconduct described in the claim took place over a number of years.” RNS 10/02/20

There was a Court Ruling in the Turin Court on 10/02/20 (5 days after the Venice High Court case above began) “On 10 February 2020, much earlier than expected, the Turin Court confirmed its ruling given in February 2016 and specifically that Clear Leisure be approved as Sipiem’s controlling shareholder, as it was before July 2015 and that Sipiem’s minority shareholder had, in 2015, illegally tried to remove control of the company from Clear Leisure.” “This ruling by the Turin court is extremely relevant, as it confirms the illegal behaviours of both Sipiem’s former directors and the members of its internal audit committee, thereby making their position in the Venice court claim case considerably more difficult.” RNS 13/02/21

So, what we have currently is a Court Case in the Venice High Court that has asked both sides to appoint Independent Experts who have begun their assessments and the Judge will consider the Expert’s Report on 10th March 2021.

RKB

Justice

RKB

7 years

The last time we were over 2p was I believe in 2014 or 7 years ago.

When the ASK is at 1.7p I will post a two-part post on “Sipiem Court Background”

For all the loyal shareholders who entrusted me with their proxy votes over the years, then it is my pay-back to them for staying loyal and they will reap their long overdue rewards.

For new shareholders who recently joined, they will also be able to show a profit even if they bought-in this month.

RKB

Bond Conversion

Just to clarify.

Francesco could issue a Bond Conversion at any time. Bond Holders have 30 days from notification to refuse to convert or by default. Conversion would be a maximum of 500% of the mid-price of the previous 10 days.

Currently I calculate this as 3.93p

If £1 million of Bonds (I prefer to do calculations in £ even although the Bonds are denominated in €)

For each £1 million of Bonds converted then about 25,461,489 shares would be issued. If we were to close today at 1.3p – 1.4p then just over 23 million shares would have to be issued.

By converting Bonds the Company reduces its Debt but does not have to issue too many shares.

RKB

Passenger Fear of Fear

I only had a few minutes to read this mornings RNS and then I had to drive.

The first song on my cd player was Passenger, Fear of Fear, and I immediately thought of T W.

Tom Winnifrith is of an age when you could send a request to Radio 1 DJ Ed Stewart. So I would like you all to play this request for Tom.

Some lines in this song I think are appropriate for Tom.

Fill my lungs full of smoke
Fill my belly full of beer
Fill my nights with bad jokes
Told by folks full of fear

Fill my eyes with a stinging (go back to Specsaveeeers)

Fill my safe full of danger (that’s what happens when you short ZOE)

Fill my ears with a ringin'
Fill my heart with a fear of fear Well, fill my cup half empty 'cause it's never been half full
Fill me up, paint me over, like a damp patch on the wall
Leave me lyin' on my stomach on your neighbour's bathroom floor
I'm only here until tomorrow anyway (well time to close your short today before the other 78,000 stores come on-stream)

I'm burnin' up, like a fever that rages in the night

Tom, listen closely and then please disappear.

RKB

https://www.youtube.com/watch?reload=9&v=-JtU1noggJY

Apologies if this is posted twice but after posting it disappeared (just like Tom)

Passenger Fear of Fear

I only had a few minutes to read this mornings RNS and then I had to drive.

The first song on my cd player was Passenger, Fear of Fear, and I immediately thought of T W.

Tom Winnifrith is of an age when you could send a request to Radio 1 DJ Ed Stewart. So I would like you all to play this request for Tom.

Some lines in this song I think are appropriate for Tom.

Fill my lungs full of smoke
Fill my belly full of beer
Fill my nights with bad jokes
Told by folks full of fear

Fill my eyes with a stinging (go back to Specsaveeeers)

Fill my safe full of danger (that’s what happens when you short ZOE)

Fill my ears with a ringin'
Fill my heart with a fear of fear Well, fill my cup half empty 'cause it's never been half full
Fill me up, paint me over, like a damp patch on the wall
Leave me lyin' on my stomach on your neighbour's bathroom floor
I'm only here until tomorrow anyway (well time to close your short today before the other 78,000 stores come on-stream)

I'm burnin' up, like a fever that rages in the night

Tom, listen closely and then please disappear.

RKB

https://www.youtube.com/watch?reload=9&v=-JtU1noggJY

Up

RKB

Good afternoon LoveSingh1

You need to go back many years to fully understand why we are heading to a Court Ruling on or before the 10th of March.

I know in detail every RNS published (not all are available on LSE South East or company website)

When you have done the research that I have done you will soon understand why I am not bothered that I could not top slice recently at highs of 1.8p or whatever was the recent selling high.

RKB

Good evening MrBasse

I was going to post on those topics but some numpties arrived and as I am prevented from buying (or selling) I did not think there was any point in posting.

Good evening RoronnoaZoro121, I do write my posts first in word, review and then I post. But after I requested a pause in Posting there were seven posts in the next 2 mins. This I can accept as some would probably not have seen my request but I did say that it was a 2 part post and I was hoping to have the two posts consecutive. Then when I do post part 1 there is another post which was unfortunate.

Did anyone read the posts? Did they understand the last sentence on part 2?

I will wait till I believe my posting is able to inform the “herd”. I have many points to inform potential new shareholders and if current holders disagree with what I am posting then they can make their decision if they would like to exit.

RKB

Salary Conversion

Francesco has a salary of only £60,000 and takes £30,000 in shares, normally at a premium. This was to align himself with the Debt Holders when they took their haircut on their debt.

Francesco has not converted his £30,000 from 2019 or 2020 and when he does it will be at a price around our recent highs.

RKB

Bonds

Part 2

This bit is tricky, so some cryptic stuff must be used. Let us say you purchased €1 million of Bonds at about the time when the Land & Mediapolis Theme Park was valued at €35 million (see Chairman’s statement in Interims issued 30/09/15) Then maybe your personal circumstances changed dramatically and you moved to Pentonville or Wormwood Srcubs or even Barlinnie (I do not know the equivalent places in Italy!) Now if you were “staying” in say Barlinnie or wherever would you forward your address to say Clear Leisure? So then how can you object to a Bond Conversion if you are where you are? But it transpires while you have been in Barlinnie you are also not able to conduct any financial transaction because you are Sequestrated. So someone else now controls your finances. Who is that in Italy? I know. Now I also know the connections with your Trustee and a few interested / connected parties.

Now if you had via your Trustee converted in 2018 who would have received the proceeds?

Now what would be the situation after say a random date like the 10th March 2021 and you are now no longer in Barlinnie, you have been discharged from your sequestration and Francesco comes issues another Bond notice conversion?

You have had no income for a few years, you thought you would never get your €1 million Bonds repaid and you thought you were penniless and then just like yesterday everything changed (for the better)

Currently our 10-day average is 0.6935 and 500% is 3.47p

What were the Bonds converted at in December 2018? Answer 3.76p

If we were too close today at the same as yesterday then it is 0.7855p and 500% is 3.93p and bingo get out of jail free and rich.

RKB

Bonds

Part 1

On 28th December 2018 Francesco converted some Bonds at 4.234 euro cents per share. €2.1 million of Bonds were exchanged for only 50,992,826 (big difference from yesterday’s placing)

From the RNS of 1/10/18 you will see the terms of the conversion. You take the average closing price mid-price of the previous 10 days and multiply it by 5. This was 0.752p * 5 = 3.76p. You may think it strange to have a 500% uplift but there is logic to Francesco’s decision.

If you knew the full background as to why we issued Bonds and their original conversion price (15p) and the maturity date, then you may understand why it is 500%.

I had a long face-to-face conversation with Francesco in London who had just flown-in from Italy and he had agreed to meet me. Francesco explained that he believed that as other debt holders had agreed to have their loans purchased at up to 80% discount then he felt that the pain should be shared with the Bond Holders and they should also take a “haircut”. There is a clause in the conversion terms that was tweaked a few times (from memory as do not have my notes yet from old laptop) and the actual conversion can be between 125% and 500%.
Taking a share-price of 3p average over the 10 days it would be 15p to convert (3p * 5 = 15p) but if the share-price was 12p then it would still be 15p (12p * 125% = 15p) This is because the Bonds can not be converted higher than 15p.

After the Bond Conversion in December 2018 there were still €4.8 million outstanding with the bulk €3 million held by Eufingest. This leaves €1.8 million of Bonds held by “several individuals”

RKB

Please do not post

RKB

Please do post for a few minutes as I have a two part post.

Thank you

RKB

Our Opposition

We have a Crowd Funding competitor called Voyager Life. This is a company founded by our ex CEO Nick Tulloch & Eric Boyle.

I invested £10,000 as I liked Nick and I have an excellent relationship with Eric.

This “new investment” is complementary to ZOE and I look forward to developments from both companies.

RKB

Friday

Tomorrow is Friday and it has only been two weeks since Francesco has wet our appetite.

I have been in my study for a few hours doing some thinking (along with some drinking) and I will have a few things to say on Friday.

Bonds
Salary Conversion
What’s the real driver for Francesco
Authority to issue shares
Direction of travel

I may have more but that depends if the bottle opener still works (has been over used recently and especially after today)

Welcome aboard our new shareholders, let’s see if we can make a SPLASH.

RKB