24 Mar 2010 08:00
24 March 2010
Brainspark plc
("Brainspark or the "Company")
Investment in T.L.T. Tempo Libero e Turismo S.p.A
The Board of Brainspark (AIM: BSP), a fast growing international investment company, is pleased to announce that it has entered into an agreement to acquire 20.0% of the issued share capital of T.L.T. Tempo Libero e Turismo S.p.A (trading as "Ondaland") (the "Agreement"). Under the terms of the Agreement the total consideration payable by Brainspark is EUR 5.74 million (GBP 5.17 million) to be satisfied through a cash payment of EUR 2.40 million (GBP 2.16 million) (the "Cash Consideration") and the issue of 400,000,000 new ordinary shares in Brainspark (the "Consideration Shares") to certain vendors of Ondaland. The Cash Consideration is expected to be payable by Brainspark in three instalments as follows: (i) EUR 900,000 payable immediately; (ii) EUR 1.35 million payable by 31 March 2010; and (iii) the balance of EUR 150,000 payable by 15 April 2010. The Cash Consideration will be satisfied from the Company's existing cash resources and through Brainspark raising additional funds.
Ondaland (www.ondaland.it) is the biggest water theme park in Italy, strategically located on the Milan to Turin motorway, next to the 'Vicolungo' outlet and only 30 km from Brainspark's other theme park investment, Mediapolis. Ondaland covers 45 acres and has 27 attractions and 11 catering points, creating a bench-mark in terms of water-based entertainment in northern Italy. The park saw more than 350,000 admissions during its three month summer opening schedule in 2009.
The unaudited management accounts of Ondaland for the 8 months to 31 August 2009 reported a turnover of EUR 4.07 million (GBP 3.66 million), with profit before tax of EUR 1.22 million (GBP 1.10 million). Audited net assets of Ondaland as at 31 December 2008 were EUR 5.48 million (GBP 4.92 million).
Ondaland is currently in discussions on an approved expansion project to increase the scope of its facilities with an attraction park, consisting a dozen traditional rides, to lengthen its opening period from three to six months. This development is expected to be financed by a major international bank.
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 25 March 2010. On Admission there will be 1,532,286,467 ordinary shares of 0.01 pence each in Brainspark in issue (including the 100,000,000 new ordinary shares to be issued pursuant to the acquisition by Brainspark of a minority interest in AC Ancona S.p.A. as announced by Brainspark on 19 March 2010).
The Consideration Shares will represent 26.10 per cent. of the enlarged issued share capital of Brainspark on Admission and are subject to a 12 month lock in arrangement. 55,000,000 of the Consideration Shares are being donated by the vendors to Homes for Hope, a charity which Alfredo Villa, CEO of Brainspark, is a founder and a director. Following this donation Homes for Hope will become interested in 3.59 per cent. of the enlarged issued share capital of Brainspark.
Alfredo Villa, CEO of Brainspark, commented: "Through Ondaland, we have consolidated our position in the theme park sector in Italy, which we are looking to become a dominant force. We hope to work closely with Ondaland by providing access to the facilities offered by our other investments to take advantage of the unique opportunities in combining the real and virtual entertainment worlds."
Prof. Francesco Gardin, Chairman of Brainspark, commented: "In line with our investment strategy, the Company's impressive growth rate continues, via the acquisition of strategic assets.""
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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.