26 Mar 2010 10:57
26 March 2010
Brainspark plc
("Brainspark" or the "Company")
Investment in Bibop S.p.A.
Brainspark plc (AIM: BSP), a fast growing international investment company, announces that on 25 March 2010 it entered into an agreement with Digital Magics S.p.A. ("Digital Magics") to acquire a 50.2 per cent. interest in the issued share capital of Bibop S.p.A. ("Bibop") (the "Agreement"). Digital Magics owns 90.0 per cent of the issued share capital of Bibop.
Under the terms of the Agreement the total consideration payable by Brainspark is EUR 2.65 million (GBP 2.385 million). This is to be satisfied through a cash payment of EUR 150,000 (GBP 135,000) and the issue of 198,000,000 new ordinary shares of 0.01 pence in Brainspark (the "Consideration Shares") to Digital Magics. In addition, under the Agreement Brainspark is investing an additional EUR 850,000 (GBP 765,000 ) in Bibop. Bibop will use these proceeds to acquire certain assets from Digital Magics and to develop its video-community platform on an international level through the expansion of its sales and marketing structures. The total EUR 1.0 million cash consideration is expected to be payable by Brainspark by no later than 19 April 2010 and will be satisfied through Brainspark raising additional funds.
Bibop is the product of a start-up initiated by the Digital Magics Group, established when the group merged its digital publishing branch with Bibop Research International, first founded by Gabriele Gresta and acquired by Digital Magics in 2004. Bibop has achieved a dominant position in the Italian digital technology and video format market as a result of its experience in participatory television projects, digital entertainment, formats for diverse platforms and a highly-skilled professional team.
The group owns the rights to MyCast technology, a revolutionary video-community platform that provides publishers with participatory video services across all platforms (web, mobile and TV), as well as making it possible to create participatory formats through which the user/audience can "enter" into a TV show and participate live.
Application will be 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 1 April 2010. On Admission there will be 1,730,286,467 ordinary shares of 0.01 pence each in Brainspark in issue. The Consideration Shares will represent 11.44 per cent. of the enlarged issued share capital of Brainspark on Admission and will be subject to a 12 month lock-in arrangement. A portion of the Consideration Shares shall be subject to a pledge in favour of Banca Intesa Sanpaolo.
For the 10 months to 5 November 2009 Bibop reported a turnover of EUR 1.27 million (GBP 1.14 million), with profit before tax of EUR 0.14 million (GBP 0.13 million). Audited net assets of Bibop as at 5 November 2009 were EUR 0.2 million (GBP 0.18 million).
Alfredo Villa, CEO of Brainspark, commented, "This is the Company's first acquisition in the digital entertainment market. With the addition of this important media company, we intend to focus on a market currently in full expansion, taking the best advantage of the opportunities created when physical and virtual worlds combine."
Gabriele Gresta, President and CEO of Bibop and Venture Partner with Digital Magics, said, "We are excited about the new opportunities this important investment will provide. For our company, 2009 was a year of important economic results, mainly in the Italian market. This deal will make it possible for us to acquire the resources necessary to improve our products and accelerate the development process in international markets."
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For further information please contact:
| Brainspark plc | +39 335 296 573 |
| Francesco Gardin, Chairman |
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| Allenby Capital Limited | +44(0) 20 3328 5656 |
| Nick Athanas/James Reeve |
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| Leander PR | +44(0) 7795 168 157 |
| Christian Taylor-Wilkinson |
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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 encompassing the interactive media, leisure, entertainment and financial services sectors mainly in Italy but also other European countries. Its core investment is Mediapolis Investments SA, 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.
About Bibop S.p.A.
Bibop is a subsidiary of the Digital Magics Group that specialises in web entertainment production, participatory video formats and owns the video-community platform MyCast. The company is run by Gabriele Gresta, one of the founding partners of the Digital Magics Group, and recognised internationally as one of the premiere experts on media and digital technologies. Bibop has confirmed its position as one of the top Italian digital publishers by applying a business model that takes advantage of digital library initiatives in partnership and sharing revenues (VAS) through portals, and underwriting partnership deals with the main TLC operators.