Placing

RNS Number : 0426P

Brainspark PLC

18 October 2012

 



18 October 2012

Brainspark plc

("Brainspark" or "the Company")

Placing of GBP 2,800,000

Further to the announcement of results released earlier today, which included a reference to a proposed Placing, the Company now confirms that it has placed 70,000,000 new ordinary shares of 2.5p at a price of 4 pence per share (the "Placing") raising a total of GBP 2,800,000 before costs, with institutional investors and Directors of the Company. The proceeds will be used to fund working capital purposes and the completion of the acquisition of a controlling stake in ORH SpA (Ora Hotels Group) and Sipiem SpA (the owner of Ondaland Aquapark). The resultant disclosable shareholdings in the Company's share capital will be as follows:

Name	Placing	Current Holding	Total	Total Holding
Luke Johnson	25,000,000		25,000,000	13.86%
Alfredo Villa (Chairman of the Company)	18,250,000	10,029,039	28,279,039	15.68%
Dominic White (Non-executive Director)	500,000		500,000	0.28%
Eufingest	25,000,000		25,000,000	13.86%

Application for admission to trading on AIM ("Admission") will be made and the new ordinary shares are expected to be admitted on 24 October 2012. In addition, and further to the announcements of 4 May 2012, 28 August 2012 and as set out in the interim accounts in relation to a bond conversion a further 22,000,000 shares are expected to be admitted on the same date.

Alfredo Villa, Brainspark CEO commented,

"We are delighted that Brainspark has been able to raise further funds allowing the Company to complete the acquisitions of a controlling stake in Ora Hotels and the Ondaland Aquapark. There will be many opportunities to develop the existing businesses and realise substantial value from some of the Group investments in the coming months and we look forward to a very exciting and successful future for Brainspark."

Related party transaction

The placing of new shares to Alfredo Villa and Dominic White are classified as transactions with related parties for the purposes of the AIM Rules. In accordance, therefore, with the AIM Rules, the directors of the Company, with the exclusion of Alfredo Villa and Dominic White, 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.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 181,209,377 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 181,209,377.

This figure of 181,209,377 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.

Proposed board appointment

It is proposed that on Admission, Luke Johnson will be appointed Non-Executive Chairman of the Company and that Alfredo Villa will take the role of CEO with Cesare Suglia becoming COO. A further announcement will be made at the time of Admission, including the information required by the AIM Rules, in relation to the proposed appointment of Luke Johnson.

-ends-

For further information please contact:

Brainspark plc                                                                                                       [phone]

Alfredo Villa, Chairman

Westhouse Securities                                                                                 [phone]

Antonio Bossi

Jonathan Haines

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 leisure and real estate 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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