Clear Leisure Plc’s Investment into PBV Monitor

The board of Clear Leisure (AIM: CLP) announced the acquisition of a 10 per cent interest in PBV Monitor Srl (“PBV”), an Italian company specialising in the acquisition and dissemination of data for the legal services industry, utilising proprietary market intelligence tools and dedicated search software.

The consideration of £278,750, will be settled by the issue of 35,365,389 Clear Leisure new ordinary shares. The shares are being issued at a 13% premium to the closing market price on 24December 2018.

Over the past four years, PBV, under the brand of “PBV & Partners” has assembled and analysed the activity of over 8,600 law firms worldwide and over 100,000 business lawyers in 100 jurisdictions, producing approximately 43,000 articles that have regularly been published on the Global Legal Chronicle (globallegalchronicle.com), a trusted news source for lawyers and businesses, available in English, Italian and French.

PBV processes approximately 12 thousand deals per year. Relevant information such as details of law firms, partners, junior lawyers, corporates involved in each transaction and the size of the deal is stored to offer the users of its web platform (www.pbvmonitor.com) an accurate and informative environment, with tools and preliminary insights, to effectively identify and compare law firms.

PBV addresses the strategic needs of a global market for legal services estimated at $849 billion in 2017 and projected to exceed $1 trillion in 2021. Current competitors, (such as “Legal 500,” and “Chambers,”) cover only a fraction of facilities available and under development by PBV.

PBV is implementing the use of advanced Artificial Intelligence (“AI”) text processing techniques, which will improve significantly the deals entry rate per year, while providing sophisticated search and matching tools for “big data” which has been built over the years by PBV & Partners.

As part of the investment agreement, Clear Leisure will be granted a seat on the Board of PBV; appointed as exclusive advisor for the sale of PBV from 1 January 2020 for a period of four years and would receive a 4% commission fee on the proceeds of any sale.

Application has been made for the new ordinary shares to be admitted to trading on AIM with admission expected to occur on or around 04 January 2019. The new ordinary shares will rank pari passu with the existing ordinary shares of nominal value 0.25p each in the capital of the Company (the “Ordinary Shares”).

Following admission, the Company’s enlarged issued share capital will comprise 601,075,677 Ordinary Shares. This figure may be used by shareholders in the Company 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.

Ferrari Pedeferri Boni Studio Associato in Milan, with a team led by Andrea Pedeferri (picture), represented Clear Leisure in the transaction. Studio Del Tredici advised PBV Monitor in the deal, with a team including Roberto del Tredici for the fiscal aspects of the transaction. Studio Irene Visconti advised PBV Monitor and the founders on legal with a team led by Irene Visconti.

Involved fees earner: Roberto Del Tredici – Del Tredici e Associati; Andrea Pedeferri – FPB Ferrari Pedeferri Boni; Irene Visconti – Visconti Studio Legale;

Law Firms: Del Tredici e Associati; FPB Ferrari Pedeferri Boni; Visconti Studio Legale;

Clients: Clear Leisure PLC; PBV Monitor;