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Clear Leisure Plc - Placing to Raise £1 Million

·5-min read

22 February 2021

Clear Leisure Plc

(“Clear Leisure” or “the Company”)

Placing to Raise £1,000,000

The board of Clear Leisure (AIM: CLP) is pleased to announce that it has today raised £1,000,000 (before expenses) through the placing of 100,000,000 new ordinary shares of 0.25 pence each in the Company (“Placing Shares”) at a price of 1 pence per share (the “Placing”) to an individual investor, Mr John Story.

The net proceeds of the Placing will allow Clear Leisure to accelerate and widen the development of its crypto currency plans including: more quickly entering into cloud mining contracts with existing mining pool operators; financing the setup of a bitcoin mining operation in Italy; sourcing economic renewable wind farm and hydroelectric energy; in addition to the proposed operation in Italy, build one or more replicas of the Company’s existing bitcoin cryptocurrency infrastructure currently located in Serbia; and financing the developing of innovative hardware solutions for crypto currency mining and making a direct move in the segment of new crypto validators.

Mr Story will also be granted 100,000,000 warrants over Clear Leisure ordinary shares (the “Warrants”). Each Warrant will entitle the warrant holder to subscribe for one new Clear Leisure share at a price of 2 pence per Ordinary Share and will be exercisable for a period of two years from the date of admission to AIM of the Placing Shares. The Warrants will not be admitted to trading on AIM and will be transferrable in accordance with the terms of the warrant instrument to be entered into by the Company. Any Clear Leisure ordinary shares issued pursuant to the Warrants will, when issued, be admitted to trading on AIM.

Following the Placing but before any exercise of the Warrants, Mr Story will have an approximate 11.14% interest in the ordinary shares of Clear Leisure.

Francesco Gardin, Executive Chairman and CEO of Clear Leisure, commented:

“I am very pleased to be able to welcome John Story as a substantial shareholder in Clear Leisure and have direct access to the exciting technologies he has recently invested into, which could be extremely beneficial to our new cryptocurrencies initiatives”

Issue of 2019 & 2020 CEO Salary Shares to Francesco Gardin

In accordance with the terms of his employment, a total of 21,847,071 ordinary shares of 0.25p each (“Ordinary Shares”) have been issued to Francesco Gardin as follows (the “CEO Salary Shares”)

10,526,316 Ordinary Shares in the Company have been allotted and issued to Francesco Gardin at a price of 0.285 pence per new Ordinary Share (closing price at 31/12/2019) in settlement of £30,000 being his 2019 remuneration payable through the issue of Ordinary Shares.

Additionally, a further 11,320,755 Ordinary shares in the Company have been allotted and issued to Francesco Gardin at a price per share of 0.265 pence per new Ordinary Share (closing price at 31/12/2020) in settlement of £30,000 being his 2020 remuneration payable through the issue of Ordinary Shares.

Following the issue of the new Ordinary Shares, Mr Gardin will hold 34,284,149 Ordinary Shares representing an interest of 3.82% in the Company.

Admission & Total Voting Rights

Application will be made for the 100,000,000 Placing Shares and the 21,847,071 CEO Salary Shares to be admitted to trading on AIM with admission expected to occur on or around 26 February 2021. The Placing Shares and CEO Salary Shares will rank pari passu with the Company’s existing Ordinary Shares.

Following admission of the Placing Shares, the Company’s enlarged issued share capital will comprise 897,551,851ordinary shares of 0.25 pence each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

1 1.

Details of the person discharging managerial responsibilities/person closely associated

a)

Name:

Francesco Gardin

1.2 2.

Reason for the notification

a)

Position/status:

CEO & Chairman

b)

Initial notification/Amendment:

Initial notification

1.3 3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name:

Clear Leisure Plc

b)

LEI:

213800FC5DEC582CRZ89

1.4 4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument:
Identification code:

Ordinary shares of 0.25p each
GB00B50P5B53

b)

Nature of the transaction:

Issue of shares in settlement of salary

c)

Price(s) and volume(s):

Price(s)

Volume(s)

1. 0.285 pence

10,526,316

2. 0.265 pence

11,320,755

d)

Aggregated information:
Aggregated volume:
Price:

Price(s)

Volume(s)

1. 0.285 pence

10,526,316

2. 0.265 pence

11,320,755

e)

Date of the transaction:


22 February 2021

f)

Place of the transaction:

Outside a trading venue

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

-ends-

For further information please contact:

Clear Leisure Plc +39 335 296573
Francesco Gardin, CEO and Executive Chairman

SP Angel Corporate Finance (Nominated Adviser & Broker) +44 (0)20 3470 0470
Jeff Keating, John Mackay

Leander (Financial PR) +44 (0) 7795 168 157
Christian Taylor-Wilkinson

About Clear Leisure Plc

Clear Leisure plc (AIM: CLP) is an AIM listed investment company which has recently realigned its strategic focus to technology related investments, with special regard to interactive media, blockchain and AI sectors. The Company also has shareholdings in a number of historical investments, primarily in Italian real estate companies, which it is currently seeking through court action, compensation from previous management for mismanagement.

For further information, please visit, www.clearleisure.co.uk