Member Info for RKBeekeeper

More Positive Than It Looks

The situation currently is a lot more positive than Posters have been articulating over the past two days.

There are currently only four significant shareholders with a disclosed shareholding (over 3%) and there are probably up to another ten Institutional Shareholders just under the 3% (who want to stay under the radar)

The four shareholders have about 1.364 Billion shares (19.47%) and using only a 5p drop they have on paper “lost” about £68 million.

I believe the Institutional Shareholders will have been contacted by the Company prior to the RNS on Tuesday (i.e on Monday evening) and given them a “heads-up” and then they can formulate “a plan”.

The Company will be successful with the $500 Senior Secured Notes within the next two months, there is too much at stake not to succeed.

For the Trolls, they can concentrate on the Company’s Website, on the vacancies section and monitor it. There are currently 21 vacancies (there maybe more than one vacancy for each advertisement) and if the Trolls see the vacancies “disappear” then I am sure they will let us know (likewise I am sure they will inform us if the vacancies increase)

Many major capital projects have some hic-ups on the way and this is what the current situation is and it will pass.

RKB

PS I Post very little now because of the Trolls. I also no longer share my in-depth research as Posters should be doing their own research. I find it strange that Posters are asking questions about our “significant shareholders” when in my opinion they should have known how our share-register has evolved over the years (would some have sold over the past two days if Warren Buffet was on our share-register? If he was a shareholder and then he TR1 to say he no longer was a shareholder then I could understand why some may have sold)

LtdKnowledge, you will be so happy when FG decides to inform us that we are getting nothing from the Sardinian Villas, you no doubt will be able to pick-up a few shares at your desired price and then you can ramp to achieve your 5%.

RKB

PS I thought it better to get this out sooner as we have waited too long for the liquidation proceeds.

Clear Leisure 2017

Most LTH (not you Ltdknowledge) will know that Clear leisure 2017 is a subsidiary company of Clear Leisure and that there is one share of £1 nominal capital that is assigned to Eufingest.

The accounts for Clear Leisure 2017 are overdue (for a good reason) and the only information that you can access (see) are really three figures,

Gain on Loan Purchase €1,928,357
Debtors €2,678,358
Creditors €810,289

Now when FG decides to inform you that they have decided to not appeal the Land Auction (oh that decision was taken in March 2019 but Nomad, Broker, PR, FG & RE thought we should not be informed) then you will then know that the net proceeds will be passed to our company (shortly) they may have already received them and went on a big splash (at a certain Water Park)

This little Loan of €250,000 today is obviously to “tide us over” till the money lands (no pun intended) in our account and then goes straight to Eufingest to repay part of the Loan that is secured by the one share in Clear Leisure 2017.

RKB

PS LtdKnowledge I noticed you only post on one other share. I believe in their recent Annual Results they had just over 538 million shares at 31/12/18 what do they have now? (1,405,964,855) Also their total Assets? (£3.2 million) What was this company’s share price in January 2019 when you began Posting there? (2.45p) what is their share price now? (1.7p) and there are over 161% more shares now than in January. As we are not allowed to give out advise on B.B. maybe you should direct your efforts to this other share as it appears it needs some assistance. Oh, forgot to remind you this little share also had an impairment charge of £805,000 which is being bumped into the next years Income Statement, looks like you are not doing so well in this other share so it that why you visit us?

Authority to issue shares

So what would the situation be if Eufingest were to just convert sufficient loans to take them to 29.9%?

If the €2.4 million was to be converted then that would be about 245,148,110 shares which when added to Eufingest’s current share holding would be about 39.02% so that would not be possible at present.

Conclusion: Not all of the Eufingest €2.4 million loan will be converted only sufficient so as not to go over 29.9% and no loans will be converted when the share price is so low. Eufingest only convert when the share price is north of their conversion price.

This then leads to the €64 million Dollar / Euro / GBP Question (and not the €64 million tax losses) why does FG keep requesting Authority to have the availability to issue shares for three years and not the standard one year?

Could it be that FG has another Bond Conversion? I doubt that as FG is preserving capital and I do not see him instigating any conversion less than the previous one which was about 3.76p.

So could it be for investing in “other businesses” as alluded to in the recent accounts. If so then I am sure FG would want to issue nominal capital (shares) at a premium and not at the current price of 0.3p.

Only time will tell, we will just have to be patient a little longer.

RKB

Authority to issue shares

So the question you need to ask is why does FG require such firepower?

Well by 19th December 2019 the Authority will decrease by 110,564,862 as this Authority was only for one year.

You have to go back to an RNS about Eufingest on 7th December 2017 “Clear Leisure’s largest shareholder, Eufingest SA (“Eufingest”) which has been the dominant provider of financial support to the Company during the challenging last few years, has confirmed to the Company its continued support for the Board and its intention to maintain its shareholding in the Company at just below 30%, by converting into shares part of its €2.4 million convertible loan each time a new share issue takes place”.

Eufingest did not convert any of their Loans during 2018 to the best of my knowledge and this could have been because the share price was below the conversion price.

The conversion price is not always easy to understand because of the poor quality of communication via RNS.

It is my understanding that €2.4 million can convert at 0.89p

€300,000 can convert at 1p

€200,000 no information at what it can convert at (RNS 3/10/18)

€200,000 no information at what it can convert at (RNS 24/06/19)

If (and it would appear a big if at present) that all the €2.4 million was to be converted then that would be about 245,148,110 shares (using conversion of €1.1 : £1) and conversion price of 0.89p.

If (an ever bigger if than the last one) that the €300,000 was to be converted then that would be 27,272,727 shares. (Conversion price is 1p)

Then let us assume that the two €200,000 loans had a conversion price of 0.5p (because FG has failed to inform us of the actual conversion price) this would result in two batches of 36,363,636 shares being issued.

Summary: If all Eufingest loans were to be converted as above then a total of 345,148,110 shares could be issued but.....

But as Eufingest currently have 86,279,102 or 14.28% of the current shares in issue of 604,152,600 then if Eufingest were to convert and received 345,148,110 (which is well within the current Authority of 429,650,592 as of today) then Eufingest would have about 45.45% of the potential new shares in issue 949,300,170 (604,152,600 + 345,148,110) and where Eufingest could have 431,427,212 (86,279,102 +345,148,110)

So technically Eufingest cannot convert all of their Loans as it would take them over 29.9% and result in a “takeover becoming mandatory”.

RKB

Authority to issue shares

Most LTH will think that after today our BoD will have the Authority to issue £500,000 of Nominal Capital on a pre-exemption basis, which would mean 200 million shares but they would be wrong.

You may not be aware that FG obtained Authority for 200 million shares on 17th May 2018 for three years.

FG obtained Authority for 200 million shares on 19th December 2018 for one year.

FG will most likely obtain Authority for 200 million shares today 22nd July 2019 for three years.

This does not mean there is Authority for 600 million shares to be issued because during the latter part of 2018 there were a number of share issues.

I do not know from what Authority the shares issued during 2018 would be from but an educated guess would be from 17th May 2018 Authority 80,914,270 shares would have been issued between 23rd May and 5th October leaving a balance of 119,085,730.

From 19th December 2018 Authority 89,435,138 shares would have been issued between 27th December and 31st December leaving a balance of 110,564,862.

I believe the only reason to request an additional Authority on the 19th December 2018 was to accommodate the Bond Holders conversion.

I am confident that FG will be given Authority today for the final 200 million and when you add the two existing Authorities you have fire power of 429,650,592 (119,085,730 + 110,564,862 + 200,000,000)

RKB

Corporate Governance

In our recent Annual Results there are over six pages clearly setting out the various principles of good corporate governance.

You state “The Board of Directors is accountable to the Company’s shareholders for ensuring good corporate governance and the Directors have agreed (on 27 September 2017) to report against the UK Quoted Companies Alliance ("QCA") Governance Code.”

I would like to draw the Boards attention to Principle 2

“Seek to understand and meet shareholder needs and expectations.”

“Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.”

“The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.”

I believe that Principle 2 has failed to be achieved.

The recent Annual Accounts were presented in my opinion in such a way as to convey a negative view of the Companies true financial position as alluded to in the above questions.

RKB

Post-Balance Sheet Events

Another example of the accounts being played down in my opinion. Our Company receive the balance of the Fortune Cookie settlement after the year end and technically the Company received £650,000.

Q: Does the Board agree with me that there should have been a note in the Post-Balance Sheet Events section to say that our company had received this £650,000? In my opinion by not including this £650,000, our accounts were not strictly correct and it painted a less bright picture than it actually was.

I do note that you did mention in the section “Events after the reporting date” where you stated “In January, the Company received the second and final tranche amounting to £650,000”

It is my opinion that this “good news” item was buried just before you go on to list the “Risks and Uncertainties” and it appears to me that the new Auditors or the Board are not wanting to highlight that our Company has received the final part of the £1,150,000 court settlement.

Q: Would Francesco and Reginald like to comment?

RKB

Presentation of Accounts

Another example in my opinion of the accounts being “played down” is where you said in your Chairman’s Statement about the €10.8 million claim against the Sipiem SpA previous management and audit committee but you failed to mention that this €10.8 million claim by the Milan law firm appointed by Sipiem’s liquidator, has agreed to be appointed under a success fee structure.

Q: Do the Board agree that in hindsight it would have been beneficial to have included something about the law firm being appointed “under a success fee structure”?

RKB

Cash in Bank

Over many years our Company has had no “cash in the bank” (ignoring the Mediapolis escrow cash) but in 2018 we had “cash in the bank” mainly from the Fortune Cookie settlement. We closed the year with €267,000 in cash.

Q: Does the Board agree that within the recent accounts that maybe it could have highlighted that we had €267,000 cash and made a positive statement to emphasise that we actually had some money in the Bank?

Q: Our Company received the Balance of the Fortune Cookie settlement in early 2019, does the Board agree that it could have presented within the accounts a statement to say what the “cash in bank” was currently?

If it had been emphasised that we had some cash then that would have in my opinion been a positive statement and it appears to me at the moment that the accounts were being “played down” to not be as positive as they actually are.

RKB

Presentation of Accounts

Q: Are the Board aware that by presenting the recent accounts as they did that this has had a negative effect on our Company?

There were many positives in 2018 and I feel that the way the accounts were presented painted a duller picture than it actually was.

Q: Would Reginald like to comment?

RKB

Q: Why did the Company change Auditors?

RKB

Mediapolis

Q: It is now over a year since the Land was “sold via auction”, what is the current status with Mediapolis?

I believe that the ten Sardinian Villas were an asset of Mediapolis SrL and I also believe that there was no Mortgage / First Charge by a Bank or Financial Institution in favour of the Sardinian Vilas. We have been informed on numerous occasions of the “Creditor List” where we, through CLP 2017 hold the First Charge and there are “unsecured creditors” for €165,718 and then we have €8,211,897 and the Italian Ministry of the Economy for €2,798,620 and “others” €372,245.

We were informed via RNS 12 June 2018 that the Creditor List is “Final” as per communication from our Italian legal advisor as at 13 April 2018.

Q: Can you confirm what the situation is regarding the ten Sardinian Vilas?

Q: Are they being rented out?

Q: If so, is the Liquidator receiving the income from the rent?

Q: Is the Liquidator going to “sell” the Sardinian Villas and then distribute the proceeds to the Creditors, the ones on the official List?

Q: Are the Board aware that the lack of information regarding the Sardinian Villas could be having a negative impact on our shareholders?

Q: Why I hear you ask? Because I believe that the Sardinian Villas are worth over €5 million and anything achieved on liquidation will in my opinion be distributed amongst the approved creditor list and possibly to “top-up” our first charge position as the main secured creditor.

Q: Is the Board satisfied with the way that the Liquidator is liquidating the assets of Mediapolis?
CLP 2017 holds the First Charge over the Mediapolis Land for €2,678,357 but we know the Land was sold for less and after the Liquidators costs there will be a shortfall.

Q: Do the Board believe that the difference between the “First Charge” and the net proceeds (after charges) will be “made-up” from any other funds that the Liquidator may receive from the other assets of Mediapolis?

Q: If the Board do believe that any “shortfall” will be “made-up” then why was there not a qualifying statement placed in our recent accounts to that effect?

RKB

PBV Monitor

Q: Do you believe there is a possibility of further investment by Clear Leisure in PBV Monitor? If so, could this occur before we appoint a Director to PBV Monitor in January 2020?

RKB

Sosushi

Q: What if anything do we own of Sosushi?

Q: Do we have anyone from our Company on the Board / Management of Sosushi?

RKB

Zero Rate Convertible Bonds

Q: With regards to the Zero Rate Convertible Bond holders, are you able to confirm that excluding Eufingest, the balance outstanding is approximately €1.8 million?
We know from various RNS’s and in particular RNS dated 11 May 2018 at that point Eufingest held 43.48% of the Bonds or by my calculation approximately €3 million (€3,000,120)

Q: Why can’t the Company just state exactly the value of the Bonds outstanding to Eufingest?

Q: Will the Board confirm that currently as of today 22 July 2019 that Eufingest have €3,000,120 outstanding Bonds which are about 62.5% of all the Bonds?

Q: Are you able to say how many individual Zero Rate Convertible Bond holders there are?

Q: Ok excluding Eufingest are there less than or more than five?

Whenever the Company refers to the Zero Rate Convertible Bonds, a figure of €9.9 million is always quoted.

Q: Does the Board realise that by always stating €9.9 million when referring to the Bonds that this has a negative implication? Will the Board consider in future that they will qualify the actual amount outstanding like at present only €4.8 million? This would be a clearer picture of the outstanding debt owed to Bond Holders.

Q: Is it the intention of the current Board to repay Eufingest in Cash for their Zero Rate Convertible Bonds if the Board are in receipt of cash to do so?

Q: Does the Board accept that in all their communication with their shareholders regarding the Zero Rate Convertible Bonds that it is presented in not the “best light” and if they agree with my opinion will the Board endeavour in future to present values and figures for the Bonds that it is presented in a “positive” way? (For example stop referring to €9.9 million of Bonds)

RKB

AGM 22 July 2019

To FG: You said in your opening statement “During the year, the debt of the Company reduced by €2,256,722; improving the Company’s balance sheet, reducing the Group’s interest burden and freeing the Board and its relevant advisers from the substantial time consumed in dealing with debt holders.”

Q: Can you confirm, currently we are only indebted to Eufingest for €2,950,000 and the Zero Rate Convertible Bond holders? i.e there are basically only two forms of debt at present, Convertible Loans to Eufingest and Bond Holders Zero Rate Convertible Bonds?

Q: So there are no Banks, Companies or subsidiaries that we are indebted to?

RKB

Good Morning Knigelk

I can understand the Troll post not being liked by say one Poster and then with their multiple accounts being able to report the Post so it is removed but as I said the truth hurts and these Trolls are not going to win.

I can also understand why Admin would remove the Post directed to them as again the truth hurts and they need a job and feel that if they do not adhere to the powers above then they may not have a job but then again maybe one day someone from Admin will leave and “spill the beans” (we live in hope)

I can’t understand why the Trolls or even Admin would remove the AGM post. Is it because they don’t want Posters to know I have set 31 questions out for the BoD which they have had sight of last week and the questions were discussed last Friday by PR, FG and RE?

Will we get some truthfully answers from today’s AGM? I remain optimistic.

RKB

PS there is always Twitter to shame the trolls and obviously Post if I get a Bann for posting the truth.

The Truth Hurts

I am beginning to think that the truth hurts and some people are not able to handle it.

This new Beta system could be playing-up or it could be Big Brother who are watching.

The Beta system says there are four posts on our B.B. today but only one post is showing.

I also posted under threads

“Good morning Admin”

“Trolls”

“AGM”

“Accounts”

So I will Post this Post and see if the all singing Beta system says five Posts.

Will I be getting another Bann? Does the truth hurt? Do I have to pass my Posts to friends who will Post for me?

RKB

Our Accounts

Most intelligent people (not you Ltd, Crpto, Carlo etc) on our BB will be aware that I was deeply disappointed with the recent Annual Results.

I posted extensively a summary of the RNS’s from 2018 and came up with an improvement of over £3.7 million. Unfortunately as we know some losses were “manufactured” yes that is correct “manufactured” and I am confident that some of the losses will have to be reversed when the Mediapolis liquidation is sorted.

RKB

PS For the record, on the day of the Results the MM (you know them, the ones who work for themselves and are not as honest as others) were prepared to take all my 11.4 million shares. This seemed strange to me when FG had presented such a big bag of manure at 7am. I sold 150k then 250K and then 1 million and immediately after my 1 million sell it was bought. This told me that there was a buyer(s) wanting shares. I immediately did a dummy sell of my 10 million and the MM were prepared to take all my shares at the “ASK” price. If I had sold then this would have been reported as a buy. Corrupt? No just MM making a market as they are allowed under the current rules.