26 Jan 2010 13:21
26 January 2010
Brainspark Plc
("Brainspark" or the "Company")
Issue of Equity and Conversion of Loan
Brainspark plc (AIM: BSP), the AIM quoted investment company, is pleased to announce that it has completed a placing of 350,000,000 new ordinary shares of 0.01 pence each in the Company (the "Placing Shares") at a price of 0.7p per share, raising £2,450,000 (before expenses) for the Company (the "Placing"). The Placing has been coordinated and underwritten by RCF SA ("RCF"), a portfolio management company of which Alfredo Villa, CEO of Brainspark, is Managing Director and a discretionary fund manager. All of the Placing Shares have been acquired by Bank Degroof. RCF is entitled to a fee of 10 per cent. of the total placing proceeds as payment for arranging and underwriting the Placing. The net proceeds of the Placing will be used by the Company for general working capital purposes.
Francesco Gardin, Chairman of Brainspark, commented "We are pleased to be able to announce a fundraising of this size and to be able to use the proceeds of the Placing to fund further acquisitions over the coming months in line with our investing strategy."
Alfredo Villa has also decided to convert a convertible a loan note of £125,000 in Brainspark into new ordinary shares in the Company (the "Loan Conversion"). The Loan Conversion is convertible at 0.65 pence per Brainspark share and will result in the issue of 19,230,769 new ordinary shares in Brainspark.
As Alfredo Villa is a major shareholder and director of Brainspark, the Placing and Loan Conversion constitutes a related party transaction under rule 13 of the AIM Rules for Companies. The directors of Brainspark (with the exception of Alfredo Villa), having consulted with Allenby Capital Limited, the Company's nominated adviser, consider that the terms of the Placing and Loan Conversion are fair and reasonable insofar as the Company's shareholders are concerned.
The Placing and Loan Conversion has been carried out within the Company's current share authorities and application has been made for the 369,230,769 new ordinary shares, which will be issued paid up and rank pari passu with all existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). It is expected that Admission will be effective on or around 01 February 2010.
Following Admission, Bank Degroof will have a total interest in 350,000,000 ordinary shares in Brainspark, equivalent to 36.45 per cent. of the enlarged issued share capital of the Company. As a result of Admission the following directors and major shareholders of Brainspark will have a change in their notifiable interest in the Company by virtue of dilution:
| Director/shareholder | Total no. of ordinary shares in Brainspark that director / shareholder has a beneficial or non beneficial interest in following Admission | Percentage of issued share capital before Admission | Percentage of issued share capital after Admission |
| Francesco Gardin, Chairman | 68,261,973 | 11.55% | 7.11% |
| Alfredo Villa, CEO | 188,049,439* | 28.56% | 19.58% |
| Monica Chiara | 40,000,000 | 6.77% | 4.17% |
| Giuliano Borsari | 104,000,000 | 17.60% | 10.83% |
*Following Admission Alfredo Villa will have a total beneficial interest in 101,899,439 ordinary shares in Brainspark and a non beneficial interest in 86,150,000 ordinary shares held by clients of RCF, a portfolio management company of which Mr Villa is Managing Director and a discretionary fund manager.
The total enlarged issued share capital of Brainspark following Admission will be 960,286,467 ordinary shares in the Company. The above figure may be used by shareholders 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 Disclosure and Transparency Rules.
For further information contact:
| Brainspark plc | +39 335 296 573 |
| Francesco Gardin, Chairman | |
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| Allenby Capital Limited | +44(0) 20 3328 5656 |
| Imran Ahmad/James Reeve | |
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| Leander PR | +44(0) 7795 168 157 |
| Christian Taylor-Wilkinson |