5 Mar 2010 15:46
05 March 2010
Brainspark plc
("Brainspark" or the "Company")
Placing to raise £504,000 (before expenses)
Brainspark (AIM: BSP), the AIM-listed investment company, is pleased to announce that it has raised £504,000 (before expenses) through the placing of 72,000,000 new ordinary shares of 0.01 pence each in the Company (the "Placing Shares") at a price of 0.7 pence per share (the "Placing"). The Placing Shares have been subscribed for by RCF SA ("RCF") on behalf of retail clients of an institution. RCF is a portfolio management company of which Alfredo Villa, CEO of Brainspark, is Managing Director and a discretionary fund manager. The Placing Shares will represent approximately 6.97 per cent. of the enlarged issued share capital of the Company. The net proceeds of the Placing will be used by Brainspark to make further investments in line with the Company's investing strategy.
The Placing Shares will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all other ordinary shares in issue.
As Alfredo Villa is a major shareholder and director of Brainspark, the issue of the Placing Shares to RCF constitutes a related party transaction for the purposes of rule 13 of the AIM Rules for Companies. The directors of Brainspark (with the exclusion of Alfredo Villa), having consulted with Allenby Capital Limited, the Company's nominated adviser, consider that the terms of the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
The Placing has been carried out within the Company's current share authorities and application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place on or around 10 March 2010. On Admission there will be 1,032,286,467 ordinary shares of 0.01 pence each in the Company in issue.
It is the intention of RCF to sell the Placing Shares to the retail clients of the institution at a price of 0.7 pence per share shortly after Admission. On Admission RCF will have a beneficial interest in 72,000,000 ordinary shares in the Company and a non-beneficial interest in 86,150,000 ordinary shares in the Company. The total interest of RCF on Admission will be 158,150,000 ordinary shares in the Company representing 15.32 per cent. of the enlarged issued share capital of the Company.
On Admission Alfredo Villa will be interested in 260,049,439 ordinary shares in the Company representing 25.19% of the enlarged issued share capital of the Company. This comprises the beneficial interest of Alfredo Villa in 101,899,439 ordinary shares in the Company and the non-beneficial interest in 158,150,000 ordinary shares in the Company held by RCF and their clients. RCF is a portfolio management company of which Mr Villa is Managing Director and a discretionary fund manager.
Professor Francesco Gardin, Chairman of Brainspark, commented, "Through this placement the Company is raising an additional £504,000, less commission, which is a further indication to the Board that investors are supporting our investment strategy. The Company will continue in its private placement policy to provide the funds necessary to support our continued expansion."
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.