Placing of ?2 million

RNS Number : 9655X

Brainspark PLC

23 February 2012

 



23 February 2012

Brainspark plc

("Brainspark" or "the Company")

Placing of £2 million

Brainspark plc (AIM: BSP), a fast growing international investment company announces that it has placed 13,125,000 (the "Placing Shares") new ordinary shares of 2.5p ("Ordinary Shares") at a price of between 15 to 16 pence per share (the "Placing") raising a total of approximately £2 million, before costs, via institutional investors and certain Directors of the Company. The proceeds will be used to fund new investments as well as for working capital purposes. 

Alfredo Villa, Brainspark CEO commented:

'We are delighted that the Company has diversified its shareholder base to include and attract UK institutional investors for the first time, and see this as demonstrating the credibility of the Brainspark investment approach. We are close to realising the substantial value that we have created in a number of our investments and we look forward to a very exciting and successful future for Brainspark"

As announced on 9 February 2012, as part of the Placing, Alfredo Villa, CEO of the Company, has agreed to convert £160,700 owed to him for salary and expenses into 1,004,375 Placing Shares at a price of 16 pence per share. In addition, Mr Villa has agreed to subscribe to a further 2,120,625 Placing Shares at 16 pence per share raising £339,300 before expenses for the Company.

As part of the Placing, Messrs Haresh Kanabar and Alessandro Malacart, both Directors of the Company, have agreed to convert fees due to them into Placing Shares. As a result, the following Directors of the Company have subscribed for Placing Shares in the Placing as follows:

Alfredo Villa, CEO                              3,125,000 Placing Shares at 16p per share

Haresh Kanabar, Director                  386,740 Placing Shares at 15p per share

Alessandro Malacart, Director           40,000 Placing Shares at 15p per share

Following admission of the Placing Shares to trading on AIM ("Admission"), these Directors will have the following shareholding in the Company:

Director		Total number of Ordinary Shares held		Percentage of the enlarged issued share capital held
Alfredo Villa, CEO		8,529,039		26.60%
Haresh Kanabar, Director		386,740		1.21%
Alessandro Malacart, Director		40,000		0.12%

In addition, as previously disclosed, Alfredo Villa also has non-beneficial interests in 2,551,117 Ordinary Shares which will represent approximately 8 per cent. of the Company's issued share capital after Admission.

As part of the Placing, Avusy Commercio Servicios de Consulttoria e Investimentos LDA has agreed to convert £700,000 of the cash consideration due to it for the acquisition by Brainspark of a 31 per cent. stake in ORH SpA announced on 28 June 2011 into Placing Shares.

The Company shall issue an updated trading statement regarding progress with their investment portfolio shortly.

Following Admission, the Company's issued share capital will comprise 32,061,853 Ordinary Shares with one voting right per share. There are no shares held in treasury. The total number of voting rights in the Company is therefore 32,061,853 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.

Application will be made for the Placing shares to be admitted to trading on AIM. It is expected that Admission will be effective and that dealing in the shares will commence on 29 February 2012.

Related Party Transaction

The placing and the issuing of new shares to Alfredo Villa in lieu of salary and expenses as announced on 9 February 2012 and the issuing of new shares to Messrs Haresh Kanabar and Alessandro Malacart are classified as transactions with related parties for the purposes of the AIM Rules. In accordance, therefore, with the AIM Rules, Edward Burman and Gabriele Gresta, directors of the Company, having consulted with the Company's nominated adviser, Westhouse Securities Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

-ends-

For further information please contact:

Brainspark plc                                                                                                       [phone]

Alfredo Villa, Chairman and CEO

Westhouse Securities                                                                                 [phone]

Antonio Bossi

Leander PR                                                                                                 [phone]

Christian Taylor-Wilkinson

About Brainspark Plc

Brainspark plc (AIM: BSP) is an AIM listed investment company pursuing a dynamic strategy to create a comprehensive portfolio of companies primarily encompassing the interactive media, leisure, entertainment and financial services sectors mainly in Italy but also other European countries. 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.

 

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