CLP.L Regulatory News (CLP)

6 August 2010

Brainspark plc

("Brainspark or the "Company")

Increase of stake in Mediapolis Investments S.A.

Key Facts:

·; Brainspark has entered into agreements to acquire a further 33.25% equity interest in Mediapolis Investments S.A., taking its total equity interest to 55.34% of Mediapolis Investments S.A.;

·; Mediapolis Investments S.A. has a 69.94% equity interest in Mediapolis S.p.A., a company in which Brainspark also has a direct equity interest of 1.79%;

·; Alfredo Villa, CEO of Brainspark, has been appointed as Chairman of Mediapolis Investments S.A.;

·; Shareholders of Mediapolis Investments S.A. have approved the change of that company's name to B'Parks & Leisure S.A. ("B'Parks & Leisure"); and

·; B'Parks & Leisure are in discussions with a number of AIM Italia nominated advisers with a view to engaging on an Initial Public Offering of shares in B'Parks & Leisure on AIM Italia later this year.

The Board of Brainspark (AIM: BSP), the fast growing international investment company, is pleased to announce that it has entered into agreements to increase its equity interest in Mediapolis Investments S.A. (now re-named B'Parks & Leisure) to 55.34% through the acquisition of shares from certain vendors (the "Acquisition"). B'Parks & Leisure has a 69.94% equity interest in Mediapolis S.p.A. ("Mediapolis") which is the owner of a site in northern Italy with plans for the development of a theme park as described below (the "Theme Park"). B'Parks & Leisure has commenced discussions with a number of nominated advisers on AIM Italia, the recently launched growth market of Borsa Italiana, with a view to an IPO of its shares on AIM Italia later in the year.

Under the Acquisition, Brainspark has acquired a total of 145,400 ordinary shares in B'Parks & Leisure from certain vendors, for a total consideration of 3,600,000 new ordinary shares of 2.5 pence in Brainspark (the "Consideration Shares"), and €1,204,000 in cash (the "Cash Consideration"). The Cash Consideration will be financed through the Company raising additional funds and/or the sale of existing investments held by Brainspark as short term positions.

Application has been made to the London Stock Exchange for the admission of the Consideration Shares to trading on AIM ("Admission") and it is expected that Admission will take place on or around 12 August 2010. On Admission, there will be 13,122,690 new ordinary shares of 2.5 pence in Brainspark ("Brainspark Shares") in issue.

In addition under the terms of the Acquisition, the Company has granted options (the "Options") to certain vendors in B'Parks and Leisure pursuant to which such vendors can be issued with up to a further 1,744,000 new Brainspark Shares. The Options can only be exercised by the vendors within 12 months of the commencement of the construction of the Theme Park and exercise is subject to construction work on the Theme Park commencing by May 2014.

The Consideration Shares will represent 27.43% of the enlarged issued share capital of Brainspark on Admission. On Admission, NADAV B.V. ("NADAV"), a company controlled by Colombo & Partners Lugano, will be interested in 2,700,000 Brainspark Shares representing 20.6% of the enlarged share capital of Brainspark. NADAV has agreed to donate the remaining 900,000 Consideration Shares to Homes for Hope, a charity of which Alfredo Villa, CEO of Brainspark, is a founder and director. Following this donation, Homes for Hope will be interested in 1,227,773 Brainspark Shares representing 9.36% of the enlarged share capital of Brainspark.

The donation of 900,000 Consideration Shares to Homes for Hope constitutes a related party transaction under the AIM Rules by virtue of Alfredo Villa's relationship with Homes for Hope. The Company's directors (excluding Alfredo Villa) consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

Following completion of the Acquisition, Brainspark will have a 1.79% equity interest in Mediapolis and a 55.34% equity interest in B'Parks & Leisure. B'Parks & Leisure controls Mediapolis through its 69.94% interest. Further information on Mediapolis and the Theme Park is given below.

Mediapolis, (www.gruppomediapolis.com) is an Italian real estate company with planning permission to develop an indoor (25,000 sq metres) and outdoor (148,000 sq metres) theme park with outdoor theatre (15,000 seats), shopping centre (36,000 sq metres), a 4-star hotel (342 rooms) and a television production centre. The total area for the whole development is 60 hectares (148.2 acres). The site is located on the Milan-Turin-Aosta highway junction, 60 minutes drive from Milan, 50 minutes from Turin and 60 minutes from the Mont Blanc Tunnel, one of the main arteries between France and Northern Italy. Telecom Italia SpA, through Olivetti Multiservices, holds 8.58% of the issued share capital of Mediapolis. 

The overall development costs of the Theme Park are estimated by the management of Mediapolis at €220,000,000 (GBP 201,653,000) over a period of three years, with the Theme Park element expected to be operational in under two years.

For the year ended 31 December 2009, B'Parks & Leisure generated a loss before tax of €0.49m and had net assets of €5.8m.

Prof. Francesco Gardin, Chairman of Brainspark, commented: "We are pleased to have been able to increase our stake in B'Parks & Leisure, an investment that is aligned with our investing strategy. B'Parks & Leisure are now ready to commence the financing for construction of the Theme Park. We are pleased to become the largest shareholder in B'Parks & Leisure and we believe the project will contribute significantly to shareholder value for Brainspark."

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Notes to Editors:

About Brainspark Plc

Brainspark plc (AIM: BSP) is an AIM listed investment company pursuing a dynamic strategy to create a comprehensive portfolio of companies primarily encompassing the interactive media, leisure, entertainment and financial services sectors mainly in Italy but also other European countries. Its core investment is B'Parks & Leisure, the owner of a site in northern Italy with plans for the development of a large theme park. The company may be either a passive or active investor and Brainspark's investment rationale ranges from acquiring minority positions with strategic influence through to larger controlling positions.