Member Info for RKBeekeeper

2018 Review: 3 Court Claims and Counter Claims Part 3

Next RNS is 13th November 2018 to say our Justine Cooke / Fortune Cookie claim there was a High Court conference and Mr Cooke’s “application for a preliminary issue hearing was dismissed and he was ordered to pay Brainspark’s costs of the application” so at this stage we have the upper hand. (note Brainspark, is a wholly owned subsidiary of Clear Leisure)

The final RNS on claims was on 12th December 2018 when we were informed that Justine Cooke settled.

“The board of Clear Leisure is pleased to announce that, following the case management conference at the High Court on 9 November 2018 referred to in the Company’s notification of 13 November 2018, a full and final settlement has been reached with the defendants in the sum of £1.15 million (before legal and insurance expenses of nearly £300,000) payable in cash to Clear Leisure”

The settlement will be paid in two tranches: the first being £500,000 payable by 14 December 2018 and the second tranche of £650,000 is payable by 7 March 2019.

The actual benefit to us is £500,000 (note this for your own calculations) As this £500,000 was paid in December 2018 then it does have a positive impact on our balance sheet. The other £650,000 was paid on the 10th January 2019 but not included for 2018 review. I have made no allowance for the £300,000 legal and insurance expenses as I do not know if they have been accounted for in previous annual results but you may want to note them as an expense for 2018.

RKB

PS I believe that FG has been very determined throughout his pursuit of the Fortune Cookie case and although it took a few years (possibly 3.5 years) it has been a very good result for our company.

PPS This is now the 3rd positive for us for 2018.

2018 Review: 3 Court Claims and Counter Claims Part 2

The next RNS on 2nd May 2019 had details of two claims against us and one by us about a breach of a share purchase agreement. The first of the two claims against us was by former CEO and Director a Mr A Villa for unpaid salary of £274,450 and FG dismissed this out-of-hand (was this connected to former directors of Sosushi above?) I have made no allowance for this claim of £274,450 because of the information that I have researched and discovered over the past 3 to 4 years.

The second of the two claims against us is a counter claim for €1.7 million from Sosushi. I have included no monetary value for either our Sosushi claim or theirs as nothing was decided (neither good nor bad for us in 2018 so there is at present no impact on our balance sheet)

The final part of this RNS is a claim for breach of share purchase agreement. We do not discover who this claim is against until later in the year but the claim is valued at between £700K and £5 million.

There is then an RNS on 11th May 2018 updating us about Justine Cooke and Fortune Cookie to say that a claim has been filed at the High Court in London to the tune of £700K to £5 million.

RKB

2018 Review: 3 Court Claims and Counter Claims Part 1

During 2018 there were seven updates through five RNS’s regarding Court Claims and Counter Claims.

The first RNS arrived early in the New Year on 2nd January 2018 to inform us about Sosushi.

“On 7 December 2017, the Company announced that it intended to pursue two legal claims for an approximate combined value of £2.5 million. On 28 December, at a meeting of the shareholders of Sosushi Company Srl, (“Sosushi”), a subsidiary of Clear Leisure in which the Company has a 99.3% interest, the current sole director of Sosushi, who was appointed by the Company, was authorised to file a claim to recover damages against the former directors of Sosushi for gross mismanagement. Further, Clear Leisure will also file a claim against previous Sosushi directors and shareholders for approximately €1.7 million (£1.5 million) in regards to Sosushi’s published accounts, which Clear Leisure used as a primary basis for the investment decision in 2012”.

What I find interesting about this Sosushi claim is that we own 99.3% and we have a director who is the sole director and was appointed by Clear Leisure and we are pursuing a claim against Sosushi but interestingly against former directors for gross mismanagement. Now who were the former directors? You may want to ask PR or FG who they were. Then you will be informed and it may assist you why a certain other claim is being dismissed out-of hand by FG.

RKB

Good Morning LtdAxis

I can emphasise with your personal circumstances with regarding taking on some debt. Last year I attempted to raise some funds to bid for the Land myself. Even though I know what Banks are like, I was not prepared for their arrangement fee of I think it was £40K and then there were other fees and they would only basically give me a bridging loan for three months. My best mate originally agreed to put up half of the money but then pulled out so that resulted in a few hectic days trying to see if could raise the balance.

I thought that if I had managed to buy the land then FG would have received the funds less expenses and then I would have sold the Land onto FG for a reasonable “profit” possibly in shares. If this farfetched scenario had been successful then it would be what I would call a win-win.

But we all know that Banks do not take risk, they secure their capital and earn nice fees. (I could tell you hundreds of stories of what they are really like but it would not change our current situation)

I do not want you or any other Posters to not retort to my Posts. As I have said previously, if I believe you have a genuine point then I will attempt to address it but I will not rise to the trolls.

RKB

Good Morning Knigelk

You are correct Clear Leisure (formerly Brainspark) has and IS a complex affair.

I have been involved like yourself for a number of years and first invested in 2015. Most LTH will know that I went to Italy in 2017 to look at the Land and check out the Water-Park as I wanted to not just rely on what we were informed in the RNS’s and the Annual Reports, I wanted to see these assets for myself. Unfortunately I was not able to travel to Sardinia to see our 10 Villas but that does not mean I have not had a first-hand report on this valuable asset (my best mate went on my behalf)

RKB

It is good to know that things have improved for you.

I can’t imagine what your life must have been like back in 1988 but is heartening to know that things have improved.

Your live wrestling on July 13th is just like our B.B. only difference I believe is that yours will be more entertaining (until the final post!)

RKB

Hello Johnnybbad

I have noted your local in Wimbledon and normally when I am in London I stay at the Holiday Inn in Wrights Lane in Kensington (because Mrs can go to all the museums and next to Kensington High St Underground)

At present I am not planning on attending this years AGM because I am blocked from PR’s phone. Don’t want to attend when not wanted.

RKB

Cancelled Trades

Two years ago when I did 47 trades on 30th June 2017 (so as not to crash the price) I had to know what the MM were up to.

I can only use information that has been published and if you had taken note of some trades recently then you would see something that may tell you something but it tells me a lot more.

On 10th June 2019 at 8:23am there was a buy (it was definitely a buy on this occasion) at 0.43p for 149,074 shares.

On 14th June 2019 at 10:41am there was a sell (it was definitely a sell on this occasion) at 0.43p for 149,074 shares.

All you would maybe able to conclude from this is that a day-trader had sold out 4 days later at no major loss except for their buying and selling charges and you would be correct.

Except, I know the person who claims to have bought the original shares. Then you look at the cancelled trade today and then you have to put your thinking cap on. Did this person forget they had sold? Do they just like buying only 149,074 because they only have a few bob to play with, or is it something else? Like a poster said earlier who really knows what is going on?

RKB

Good afternoon Jandtw1

I would not disagree at all with your post.

When I have posted later in the week, you may see (or interpret) a pattern and then when you look back at your post today you may concur with my sentence above.

RKB

Good afternoon Linandy1

No offence taken, all I am doing is distilling the information already RNSed in 2018 and responding if I feel it is appropriate.

I do not expect or want to be given a free reign, by having a mature exchange of views then we can all draw our own conclusions.

As the posts are revealed and figures begin to accumulate you can then decide where FG is at and where he may be heading.

I can also confirm that all my figures have been verified by a qualified chartered accountant and there is only one small discrepancy, which I had already realised that it was not an increase in assets in the normal sense and technically it is a decrease in expenses.

I am not changing my overall figures but will put in a note to let others make their own mind up if I have made a slight error or if the chartered accountant has (he is the qualified one so I think you will come down on his side.)

RKB

I have to disagree with you. I do not believe it is “window dressing” and it is totally irrelevant to LTH that the shares that were given to the “lender” are now at 60% (not your calculation of 40%) of the value they were issued at. (Issued at 1p so at 0.4p is a 0.6p difference so it is 60%)

Also ignoring the fact that the original loan of €500,000 was used to buy back debt of €4.3 million at 88% the logical way to look at this small debt conversion is to reverse it.

I know you cannot reverse this small debt but let us say that FG wants to do a small placing at that particular time and at a premium to the then price of 0.76p and he places shares at 1p. Ignoring the brokers fee (normally 10%) then by issuing 22,321,429 shares would have received gross proceeds of £223,321. This if it was a placing would be cash. So FG gets a placing for cash at a premium.

How many shares have you been invested in where the BoD do a placing and they say the net funds are for re-paying existing debt and for working capital purposes?

So FG gets the cash (on paper of £223,321) and re-pays a creditor to the amount of €250,000 but the best bit is as I have said and you would appear to be brushing over is that the 22,321,429 shares only have a nominal value of £55,804.

So as to be crystal clear, the shares issued had a nominal value of £55,804 and now we have €250,000 less debt. Eventually the penny will drop (maybe two)

RKB

Yes but we do not owe them €500,000 now my post clearly states that there was a conversion of €250,000 debt and it is from this “lender”.

Your post maybe interpreted that we still owe them €500,000 (I do not interpret it that way) but others will and that is my issue with Posters who do not even read your or my post correctly.

But as I am trying very hard to be crystal clear, we reduced debt, we repaid half of a loan and we issued shares at a premium so this has several benefits for all LTH.

RKB

2018 Review: 2 Debt Conversion

On 9th March 2018 we were informed that some debt was being converted into shares.

On the 21st September 2017 FG entered into a €500,000 loan with a UK private company to buy about €4.3 million of a Mediapolis Creditor debt at 88% discount (more on this in later Posts)

Half of this €500,000 loan i.e. €250,000 was converted into shares at 1p (at a premium of 31.6% to the closing price then of 0.76p. FG exchanged 22,321,429 shares for about £223,214 of debt.

Now when you consider that this loan was to buy debt and cancel it and then you see we only issued 22.32 million shares, this has a beneficial impact on our NAV and our balance sheet.

As our nominal value of our shares are 0.25p by exchanging shares for debt that was exchanged for debt at 88% discount is a good deal. The actual benefit to us is £171,469 (note this for your own calculations)
I arrive at the figure of £171,469 as follows: Debt £223,214 less £55,804 (22,321,429 * 0.25p = £55,804) basically when we issue shares over our nominal value then there is a beneficial benefit to our Balance Sheet.

RKB

PS I believe that FG has been very shrewd when he offered this UK private investor to convert half their loan at 1p. Not only did this UK private investor facilitate the buy-back of €4.3 million of a Mediapolis Creditor debt at 88% discount but half of this debt (€2.15 million) really only cost us £55,804 (there are no details in the RNS 21st September 2017 of any interest payments due on this loan so no allowance has been made in the above calculations, this is to ensure full transparency and not to flatter any of my calculations)

PPS Another positive for us.

Good Morning Linandy1

If you look at my first post where I set-out the various items that I am going to post on you will see that Bitcoin comes after Court Claims and Counter Claims. Also if you refer to my previous post to LtdAxis where I said “highlight many positives (and one or two negatives)” well you may find that Bitcoin is one of the negatives.

RKB

Good morning LtdAxis

It is good to back but now I have to be extra careful not to post something that will result in a permanent ban, so for the next two weeks I will only Post on this B.B. and then if I do get banned then it would be for posting something from an RNS and technically that should not happen, but there are some powerful forces who take umbridge at my posts and I am sure they are like “Big Brother” and watching closely, why?

What you say regarding “have only served to dilute the share price by passing that debt on to shareholders.” Is one way to look at it but I believe over the next two weeks I will be able to highlight many positives (and one or two negatives) and then market forces can do whatever they do.

RKB

2018 Review: 1 Loans

During 2018 there were only three RNS’s regarding Loans.

02/01/18
28/09/18
03/10/18

We were informed in January that our main benefactor Eufingest lent us €250,000 at 2.5% repayable on 31/03/18 and convertible at 1p.

Now I have had issues with too many CEO’s about the “going rate” for loans. Most loans are in excess of 10% and often 18% or even more but FG has ensured that Clear Leisure shareholders are not paying silly money to a third party that is exorbitant.

We were also informed in this same January RNS that a smaller loan of €50,000 (same interest rate of 2.5% and same 1p conversion) was re-scheduled to 31st March 2018.

I do not believe we were ever informed that these two loans were deferred until our 2nd RNS on loans provided on 28th September 2018. Both loans were rescheduled to 31st December 2018.

The third Loan RNS arrived on 3rd October 2018 and this was for another €200,000 at 2.5% repayable on 31/12/18 from Eufingest but interestingly there was nothing about this loan being convertible. This may have been an oversight but even if it is convertible it would probably be at 1p.

Total loans outstanding as at 31st December 2018 to Eufingest is €2.9 million (note this for your own calculations)

RKB

PS I believe that FG has been able to secure our loans at a favourable rate of interest and I am not aware of any other AIM company that has access to cheap finance like FG does. This benefits us as shareholders as we not spending silly sums on funding our debt.

PPS Positive for us.

Hello

To be crystal clear, any of my main posting this week on the 2018 Review will be a distillation of RNS’s that were issued throughout 2018.

Basically I am summarizing what is public knowledge. I am not estimating any figures, all calculations are already out there and some of my posts will have only additions taken from the relevant RNS’s but presented in an easy to understand format.

I would like to emphasise that I am not estimating any expenses (you can use your own calculator for that) I am not including any sums at all for expenses so whenever you see a “total” this is gross and you may want to subtract your calculations for expenses. You do not at present have to calculate any Tax because of our available tax losses from previous years.

To avoid receiving a permanent Ban, I will not even mention certain Posters. I may respond to genuine questions but if I feel that by replying I will “trip” myself up (again) then I will not respond.

I do have a back-up plan and friends are at hand to implement the back-up plan if required. The Posts will be posted and when you have had the opportunity to read a few of them, you may want to do some of your own distillation and maybe arrive at the same end result as myself.

For the record, in October last year I was on a free ride with 3 million shares and a banked profit of almost £21K. I have a little less than 3% and my average is actually 0.1652p (if I ignore the £21K)

RKB

Still Holding

I am still holding as I am on a free ride (unfortunately not as large as my other major holdings)

I am still firmly of the belief that this is and remains an excellent investment which I honestly believe I will receive an excellent further return in the not too distant future.

RKB

2018 Review

We are due our 2018 Annual Results by the end of June for the year ending 31st December 2018 and I estimate on past performance that FG will publish these results on Friday 28th June 2019.

Last year after our results I Posted a detailed breakdown of the whole Annual Report, looking at everything in minute detail and highlighting any changes that I believed were important (to me and maybe others)
This year I will still analyse the Annual Results but will only share my thoughts with a very small group of trusted friends (less than five now as most are hypocrites and say they are not greedy but they are)

What I will do between now and publication of the Annual Results is summarise everything that FG has achieved throughout 2018 (good or bad)
In 2018 we have had 51 RNS’s (excluding the 2 price monitoring ones)

I will Post on the following subjects (not necessary in this order)

1) Loans
2) Debt Conversion
3) Court Claims and Counter Claims Part 1,2 &3
4) Bit Coin and Crypto Currency
5) Euro Bond Holders
6) 7% Bond Holders
7) Mediapolis Srl
8) Initial Coin Offering
9) PBV Monitor
10) Placings and Issue of Equity
11) FG Salary
12) Maybe Ondaland
13) Increase in Assets as a result of most of the above.

I will not be Posting on anything in great detail that has been RNS’d in 2019 as this will not affect the Balance sheet for 2018 or the NAV even though there may have been some things that have improved our balance sheet so far in 2019 but that is for others to factor into their own calculations as to what our Company, Clear Leisure is really worth.

I will not Post if Boom123 or other like minded Posters engage in juvenile behaviour, I will answer genuine questions to my Posts if I believe that I have to and it may assist others expand of I expand on what I have Posted.
When I have any Euro conversions I will use a standard conversion rate of 1.10 Euro = £1

RKB

Why I Post

Most of us Post on shares that we own but some Post on shares that they do not own with the sole intention I believe to encourage doubt in peoples mind and if they are able to sow a seed of doubt then some will sell and the “de-ramper” will buy-in. You have to ask yourself why is someone Posting on your share? Do you Post on shares that you do not own?

There is nothing wrong with challenging a Poster’s interpretation of the “situation” most of us probably look through rose tinted glasses and I would say I am at optimist but others may have a different opinion of me.

So you may think that the reverse is true in that when I Post I will classed as a Ramper. That is a position you can take, you are entitled to your opinion, I may not agree but you are allowed your say like everyone else.

I will be Posting soon and there are many Posts already pre-pared in advance as I believe I will not beee able to write my Posts to keep-up with unfolding events.

Why I am Posting almost 25 pages of Posts and over 9,200 words is because the Market has grossly undervalued Clear Leisure. Knigelk always says that Posters do not increase or decrease a share price and strictly speaking this is true except that when someone Posts and this catches a Poster’s attention then after they have done their own research they may decide to buy or sell. It is this buying and selling that moves a share price.

So with the following Posts there are about 14 Subjects. The first sets the scene and alludes to what is about to follow and the thirteen following Posts, all relate to an individual subject, are broken down so that we may have a clear understanding as to how this impacts on our NAV.

Now you no doubt are asking the question as to why would someone go to such extreme lengths just to “inform” others? My goal is to top-slice without affecting the share price as it increases. I did this with exact precision on the 30th June 2017 with 47 trades where I received between 1.3p and 1.55p without crashing the price and managed to get my free ride with what was left on the table even though the share was suspended that Friday due to the delay in publishing the results.

I honestly believe that when I begin to Post that the herd will take note and arrive on mass and if you are not greedy you may also be able to top slice. The ones who think they can make silly “bags” will have to decide how big their bag really is and limit their greed.

RKB

PS to put 9,200 words into context if you take a normal Post like LtdAxis Post number 310 on Wednesday 5th May 2019 at 15:27 it was about 115 words. I am Posting about 80 times that only to inform so that the Herd have something to graze upon and then we can all be happy if we are not greedy.