ACS Option

9 Aug 2005 16:02

Brainspark PLC09 August 2005 FOR IMMEDIATE RELEASE 9 August 2005 BRAINSPARK PLC ("Brainspark" or the "Company") Grant of call option over the Company's shares in Infusion 2002 Limited Further to the announcement on 3 August 2005, the Company announces that it hasagreed pursuant to an agreement signed today ("the Call Option Agreement") togrant a call option (the "Option") to AISoftware SpA ("AISoftware") over theentire issued share capital of its wholly owned subsidiary, Infusion 2002Limited ("Infusion"). Infusion holds a 16.2 per cent. investment in Advanced Computer Systems SpA("ACS"), an Italian based software company, which is held at a book value of£1.43 million. The exercise price of the Option is £1.43 million. The Call Option Agreement is subject to a number of conditions including acondition that, by 31 October 2005, Infusion will have no assets or liabilitiesother than its investment in ACS. Infusion will transfer its other assets toother members of the Company's group. The Company will provide an indemnityagainst any liabilities of Infusion. Pursuant to the Option, the Company will receive an initial non-refundablepayment of £300,000 (the "Initial Payment") which will be satisfied by therelease by AISoftware and its group companies of all debts owed directly orindirectly by the Company and Infusion. A further payment of £1,130,000 (the "Second Payment") is payable on exercise ofthe Option to be satisfied, subject to the consent of AISoftware's shareholdersand appropriate provisions of the Italian Civil Code, by the issue of newordinary shares in AISoftware. AISoftware is listed on the Nuovo Mercato of the Milan Stock Exchange. The NuovoMercato in Milan has broadly similar status to AIM in London. The Company may terminate the Option at any time prior to 31 July 2006 (when theOption would otherwise expire) provided it repays the Initial Payment, togetherwith a further payment of £50,000. The Company has provided certain limitedwarranties to AISoftware. As Francesco Gardin is a director of the Company and AISoftware, the grant ofthe Option to AISoftware by the Company is to be treated as a related partytransaction. The independent directors, having consulted the Company's nominatedadviser, consider that the grant of the Option to AISoftware by the Company isfair and reasonable so far as shareholders are concerned. The independent directors believe that the Option enables the Company todischarge its entire indebtedness to AIS amounting to £300,000, as well asproviding the potential for a more liquid investment or cash should the Optionbe exercised by AISoftware. ENDS Further information David Meacher, Brainspark PLC 020 7843 9838Roland Cornish, Beaumont Cornish Limited 020 7628 3396 This information is provided by RNS The company news service from the London Stock Exchange