25 Nov 2010 07:00
25 November 2010
Brainspark plc
("Brainspark" or "the Company")
Investment in Banca Federiciana
Brainspark plc (AIM: BSP), a fast growing international investment company, announces that it has entered into agreements to invest in Gruppo Bancario del Mediterraneo Holding SpA ("GBM") and its 52.5 per cent. owned subsidiary Banca Federiciana SpA ("Banca Federiciana").
Banca Federiciana is an Italian bank based in the Puglia region focused on the SME sector. At 31 December 2009, Banca Federiciana had net assets of approximately EUR16.14 million (£13.68 million).
Brainspark purchased from Gruppo Bancario del Mediterraneo Holding SpA ("GBM") 2,500 options (the "Options") to subscribe for the same amount of ordinary shares of Banca Federiciana representing approximately 4.67 per cent. of Banca Federiciana share capital as enlarged by the exercise of all the options outstanding on the share capital of Banca Federiciana.
The total consideration for the purchase of the Options is EUR500,000 (£426,900) and shall be satisfied by the allotment of new Brainspark ordinary shares of 2.5p each (the "New BSP Ordinary Shares") at a value of £1.1 per New BSP Ordinary Shares to be exchanged in Euros at EUR1.17 per British pound. It is expected that 388,092 New BSP Ordinary Shares will be issued to satisfy the purchase price of the options representing approximately 2.82 per cent. of Brainspark enlarged share capital.
The Options are exercisable until the end of 2011 at an exercise price of EUR1,250 (c.£ 1,067) per Banca Federiciana ordinary share.
In addition, Brainspark has agreed with GBM that it will participate to the equity issue recently announced by GBM. Brainspark will invest EUR 4.2 million in exchange for an 8 per cent. interest in GBM share capital. Brainspark intends to fund the investment from the proceeds of a placing of new ordinary shares of up to EUR10 million which it intends to undertake in conjunction with a listing on AIM Italia, the market of the London Stock Exchange - Borsa Italiana dedicated to high growth companies. Brainspark's participation in the GBM equity issue is conditional on Brainspark successfully raising a minimum of EUR10 million of new equity.
Application will be made for the New BSP Ordinary Shares to be admitted to AIM and it is expected that admission of the New BSP Ordinary Shares will become effective on 1 December 2010.
Total Voting Rights
Following admission of the 388,092 New BSP Ordinary Shares, the total number of issued
Brainspark ordinary shares of 2.5p each ("Ordinary Shares") will be 13,751,853 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. 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 to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.
For further information please contact:
Brainspark plc | +39 335 296 573 |
Francesco Gardin, Chairman | |
Arbuthnot Securities | +44(0) 20 7012 2000 |
Antonio Bossi / Ed Groome | |
Leander PR | +44(0) 7795 168 157 |
Christian Taylor-Wilkinson |
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.