CLP.L Regulatory News (CLP)

23 Dec 2009 14:15



23 December 2009

Brainspark plc

("Brainspark" or the "Company")

Exercise of option agreement with Filmmaster Television S.r.L

The Board of Brainspark (AIM: BSP) is pleased to announce that it has exercised its option agreement with Mr Giuliano Borsari, details of which were announced on 15 December 2009, to acquire 10.0 per cent. of the issued share capital of Filmmaster Television S.r.L ("Filmmaster").

Filmmaster (www.filmmastertv.com), headquartered in Milan, was founded in early 2006 following the merger of Clip Television and FilmMaster Film. The company produces music and lifestyle programmes, original formats and television fictions. It is part of the Filmmaster Group, which is a leading Italian media company, specialising in TV commercials and production services, web and digital solutions, events and television.

For the year ended 31 December 2008 Filmmaster generated revenue of €7,285,300 (£6,642,414) and a loss before tax of €485,159 (£442,346). Unaudited net assets of Filmmaster as at 26 November 2009 were €502,941 (£458,810).

The total consideration payable is €150,000 (£136,763) in cash and the issue of 104,000,000 new ordinary shares in Brainspark (the "Consideration Shares") to Mr Giuliano Borsari. As announced on 15 December 2009, the sum of €120,000 (£109,411) had already been provided to Mr Borsari by Brainspark as a loan, and the remaining cash payment of €30,000 (£27,352) to satisfy the cash consideration has now been made by Brainspark. The total amount of the cash consideration has been used by Mr Giuliano Borsari to take part, pro rata, in a capital raising for Filmmaster. The Consideration Shares will represent 17.60% of the enlarged share capital of the Company and are subject to a 12 month lock-in arrangement.

Application has been made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM ("Admission"). It is expected that the Consideration Shares will be admitted to trading on or around 31 December 2009. On Admission there will be 591,058,695 ordinary shares of 0.01 pence each in the Company.

Prof. Francesco Gardin, Chairman of Brainspark, commented: "We are pleased to be able to announce the exercise of the option in Filmmaster, our second investment in recent weeks, following the completion of our due diligence. We view the potential synergies between Filmmaster and the Mediapolis theme park as a unique opportunity for both companies and ultimately for Brainspark as an investor."

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