AGM, Board change, investment

22 Jul 2005 17:24

Brainspark PLC22 July 2005 FOR IMMEDIATE RELEASE 22 July 2005 BRAINSPARK PLC Passing of resolutions at AGM, new director and undertakings to invest up to £305,000 in convertible stock due 2006 AGM Brainspark announces that all the resolutions put to members at the 2005 AnnualGeneral Meeting on 22 July were passed. NEW DIRECTOR Immediately following the AGM, Mr. Alfredo Villa was invited to join the Board.Mr. Villa, 44, has had a distinguished banking career in Switzerland and Italy.He is presently based in Italy, where he is a board member and partner ofGabbrielli & Associati, a financial consulting company based in Milan, andMediapolis SpA, an Italian based real estate company. Mr. Villa is also on theBoard of Oranco Inc., a NASDAQ OTC listed company. Mr. Villa joins as a non-executive director. At present, no non-executivedirector receives fees from the Company. The information relating to Mr. Villa required under Rule 17 of the AIM Rulesand paragraph (f) of Schedule Two of those Rules is shown in the Schedule below LOAN STOCK The Company's Chairman, Professor Francesco Gardin, Mr. Villa, Luigi Fogliani (arelative of Professor Gardin's wife) and certain others not connected with anyof them (the "Investors") have agreed to invest up to £305,000 in interest freeconvertible loan stock due 2006 (the "Loan Stock"). The Loan Stock isconvertible at the option of the holder or the Company at the mean mid marketprice for the ordinary shares of one penny each for the business days between 24June 2005 (the date upon which the Investors first expressed interest ininvesting) and 15 August 2005 (being a date sufficiently in the future to allowthe market to digest this announcement. If not converted by either holder or theCompany, the Loan Stock will be repaid by the Company on 31 March 2006. To theextent that Investors have not already done so, funds will be provided to theCompany by 15 August 2005. The funds raised by the issue of the Loan Stock will be used to meet the ongoingworking capital requirements of the Company and its investees. AIM RULE 13 The Directors, other than Messrs Gardin and Villa, having consulted with theCompany's nominated adviser believe the terms of the Loan Stock are fair andreasonable insofar as the shareholders are concerned. Further information Francesco Gardin, Brainspark PLC 00 39 0228 0141Roland Cornish, Beaumont Cornish Limited 020 7628 3396 SCHEDULE AIM Rule 17 Information Full name Alfredo Maria VillaDate of birth 25 May 1961Present directorships Gabbrielli & Associates Mediapolis SpA Oranco Inc.Past directorships Givigest Fiduciaria SA SCF SAUnspent convictions NoneBankruptcies/IVAs NoneReceiverships etc NoneLiquidations NoneReceiverships NonePublic criticisms None This information is provided by RNS The company news service from the London Stock Exchange