(BSP.L) Brainspark PLC Buy/Sell

RNS Number : 8462I Brainspark PLC 19 March 2010

Embargoed until 7 a.m. 19 March 2010

Brainspark Plc

("Brainspark" or "the Company")

Acquisition of significant minority interest in AC Ancona S.p.A

The Board of Brainspark plc (AIM: BSP), a fast growing international investment company, is pleased to announce that on 18 March 2010 it entered into an agreement with Investor Unlimited S.r.L. ("Investor Unlimited") to acquire 36.6 per cent. of the total issued share capital of Associazione Calcio Ancona, S.p.A ("AC Ancona") an Italian professional football club (the "Agreement").

AC Ancona is in Serie B of the Italian Football League and currently resides in fourth place in the table, only four points behind the division leader with just 13 matches to play before the season ends in May 2010.

The total consideration payable by Brainspark is EUR1.66 million (£1.48 million) to be satisfied through the issue of 211,000,000 new ordinary shares in Brainspark to Investor Unlimited (the "Consideration Shares"). Investor Unlimited is a company controlled by Enrico Petocchi, the CEO of AC Ancona.

The Consideration Shares will be issued to Investor Unlimited in two tranches. The first tranche of 100,000,000 Consideration Shares will be issued to Investor Unlimited within five business days of the date of the Agreement. The second tranche of 111,000,000 Consideration Shares will be issued to Investor Unlimited by no later than 18 September 2010. The issue of the second tranche of Consideration Shares is not subject to any pre-conditions being met. Investor Unlimited have agreed that the second tranche of Consideration Shares shall be subject to a lock-in arrangement with, effective from today, 111,000,000 of the Consideration Shares being subject to a 12 month lock-in arrangement and 55,500,000 of the Consideration Shares being subject to a 24 month lock-in arrangement.

Application has been made to the London Stock Exchange for the first tranche of 100,000,000 Consideration Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place on or around 25 March 2010. On Admission there will be 1,132,286,467 ordinary shares of 0.01 pence each in the Company in issue and Investor Unlimited will be interested in 8.83% of the enlarged issued share capital of Brainspark.

For the year ended 30 June 2009 AC Ancona generated revenue of EUR6.02 million (£5.37 million) and a net loss of EUR2.12 million (£1.89 million), fully covered by a capital increase of EUR2.15 million (£1.92 million) as of 29 January 2010. AC Ancona is pursuing a capital increase aimed at raising approximately EUR3.0 million (£2.68 million) by the end of June 2010. The total assets of AC Ancona as at 30 June 2009 were EUR5.17 million (£4.62 million).

Alfredo Villa, CEO of Brainspark, commented, "We are delighted to have secured a minority shareholding in such a prestigious sporting institution. The football club was founded in 1905 and, until 2005 had spent many years in Italy's top division, fielding international stars such as Dino Baggio. We believe that with the proper guidance and financial investment AC Ancona will once again enjoy the accolades this great club deserves."

RNS Number : 6199I Daniel Stewart Securities PLC 16 March 2010

Daniel Stewart Securities plc

Holding in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying Daniel Stewart
issuer of existing shares to which voting Securities plc

rights are attached:

2 Reason for the notification(please tick the appropriate box or boxes):
X

An acquisition or disposal of voting rights An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments An event changing the breakdown of voting rights Other (please specify):

3. Full name of person(s) subject to the notification Brainspark plc

obligation: 4. Full name of shareholder(s)(if different from 3.):
5. Date of the transaction and date on which the threshold 11 March 2010

is crossed or reached:
6. Date on which issuer notified: 15 March 2010

7. Threshold(s) that is/are crossed or reached: 6%

8. Notified details: A: Voting rights attached to shares
Class/type of Situation previous Resulting situation after the triggering transaction
shares to the triggering
transaction

if possible using the ISIN CODE
Number Number Number Number of voting % of voting
of of of shares rights rights
Shares Voting
Rights
Direct Direct Indirect Direct Indirect
GB00046202842 - - 25,000,000 25,000,000 - 6.66% -

B: Qualifying Financial Instruments Resulting situation after the triggering transaction
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion rights that may be rights
Period acquired if the
instrument is
exercised/
converted.

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments Resulting situation after the triggering transaction
Type of financial Exercise Expiration Exercise/ Number of voting % of voting rights
instrument price date Conversion rights instrument
period refers to
- - - - - Nominal Delta

Total (A+B+C) Number of voting rights Percentage of voting rights
25,000,000 6.66%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

Proxy Voting: 10. Name of the proxy holder: 11. Number of voting rights proxy holder will cease to hold: 12. Date on which proxy holder will cease to hold voting rights:

13. Additional information:
14. Contact name: James Gordon

15. Contact telephone number: 020 7421 9425

This information is provided by RNS The company news service from the London Stock Exchange

HOLJAMPTMBTBBAM

RNS Number : 1827I Brainspark PLC 05 March 2010

05 March 2010

Brainspark plc

("Brainspark" or the "Company")

Placing to raise £504,000 (before expenses)

Brainspark (AIM: BSP), the AIM-listed investment company, is pleased to announce that it has raised £504,000 (before expenses) through the placing of 72,000,000 new ordinary shares of 0.01 pence each in the Company (the "Placing Shares") at a price of 0.7 pence per share (the "Placing"). The Placing Shares have been subscribed for by RCF SA ("RCF") on behalf of retail clients of an institution. RCF is a portfolio management company of which Alfredo Villa, CEO of Brainspark, is Managing Director and a discretionary fund manager. The Placing Shares will represent approximately 6.97 per cent. of the enlarged issued share capital of the Company. The net proceeds of the Placing will be used by Brainspark to make further investments in line with the Company's investing strategy.

The Placing Shares will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all other ordinary shares in issue.

As Alfredo Villa is a major shareholder and director of Brainspark, the issue of the Placing Shares to RCF constitutes a related party transaction for the purposes of rule 13 of the AIM Rules for Companies. The directors of Brainspark (with the exclusion of Alfredo Villa), having consulted with Allenby Capital Limited, the Company's nominated adviser, consider that the terms of the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

The Placing has been carried out within the Company's current share authorities and application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place on or around 10 March 2010. On Admission there will be 1,032,286,467 ordinary shares of 0.01 pence each in the Company in issue.

It is the intention of RCF to sell the Placing Shares to the retail clients of the institution at a price of 0.7 pence per share shortly after Admission. On Admission RCF will have a beneficial interest in 72,000,000 ordinary shares in the Company and a non-beneficial interest in 86,150,000 ordinary shares in the Company. The total interest of RCF on Admission will be 158,150,000 ordinary shares in the Company representing 15.32 per cent. of the enlarged issued share capital of the Company.

On Admission Alfredo Villa will be interested in 260,049,439 ordinary shares in the Company representing 25.19% of the enlarged issued share capital of the Company. This comprises the beneficial interest of Alfredo Villa in 101,899,439 ordinary shares in the Company and the non-beneficial interest in 158,150,000 ordinary shares in the Company held by RCF and their clients. RCF is a portfolio management company of which Mr Villa is Managing Director and a discretionary fund manager.

Professor Francesco Gardin, Chairman of Brainspark, commented, "Through this placement the Company is raising an additional £504,000, less commission, which is a further indication to the Board that investors are supporting our investment strategy. The Company will continue in its private placement policy to provide the funds necessary to support our continued expansion."

For further information please contact:

Brainspark plc +39 335 296 573

Francesco Gardin, Chairman
Allenby Capital Limited +44(0) 20 3328 5656

Nick Athanas/James Reeve
Leander PR +44(0) 7795 168 157

Christian Taylor-Wilkinson

Notes to Editors:

About Brainspark plc

Brainspark plc (AIM: BSP) is an AIM listed investment company pursuing a dynamic strategy to create a comprehensive portfolio of companies encompassing the interactive media, leisure, entertainment and financial services sectors mainly in Italy but also other European countries. Its core investment is Mediapolis Investments SA, the owner of a site in northern Italy with plans for the development of a large theme park. 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.

This information is provided by RNS The company news service from the London Stock Exchange

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RNS Number : 9846H Brainspark PLC 03 March 2010

3 March 2010

Brainspark plc

("Brainspark or the "Company")

Investment in Daniel Stewart Securities plc

The Board of Brainspark (AIM: BSP) is pleased to announce that it has entered into an agreement with AIM listed stockbroker, Daniel Stewart Securities plc ("Daniel Stewart" or the "Group") to subscribe for 25,000,000 new ordinary shares of 0.25 pence each in Daniel Stewart at a price of 2 pence per Daniel Stewart share, for a total consideration of £500,000 (the "Agreement"). On completion of the Agreement, Brainspark will have an interest in approximately 6.66 per cent. of the enlarged issued share capital of Daniel Stewart.

The Company has also acquired, for the consideration of £1, an option to purchase a further 75,000,000 new ordinary shares in Daniel Stewart (the "Option"). The Option is exercisable at a price of 2 pence per Daniel Stewart share at any time until midday on 29 June 2010 and should the Option be exercised Brainspark will hold 100,000,000 ordinary shares in Daniel Stewart. The exercise of the Option is at the discretion of Brainspark. Should the Option be exercised Alfredo Villa, CEO of Brainspark and with over 20 years experience in the Swiss banking industry, will be invited to join the Board of Daniel Stewart as a Non-Executive Director. The exercise of the Option and the appointment of Alfredo Villa to the Board of Daniel Stewart are both subject to, inter alia, approval from the Financial Services Authority.

Daniel Stewart is an AIM-listed financial services company providing a range of investment banking services to small cap publicly traded and non-publicly traded companies. The Group has two subsidiaries, Daniel Stewart and Company plc, the Group's principal operating subsidiary, which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange, and Daniel Stewart Capital, the Group's leasing and debt financing division.

Daniel Stewart and Company plc is an AIM Nominated Adviser and PLUS Market corporate adviser, as well as being a regulated broker to both the Official List and AIM. It currently acts for approximately 50 AIM companies and is actively seeking to increase its client base with companies who will benefit from its specialised corporate advisory and institutional stock broking services.

For the year ended 31 March 2009, Daniel Stewart generated revenue of £4.38 million and a loss before tax of £2.25 million. Net assets of Daniel Stewart as at 30 September 2009 were £4.10 million.

Prof. Francesco Gardin, Chairman of Brainspark, commented: "Our decision to enter into the financial services sector has been a long-term goal of the Company. By the end of the calendar year, we hope to have created a comprehensively structured group of companies, each with strong synergies to our core investment, Mediapolis Investments SA. Our investment in Daniel Stewart will provide us with the professional capabilities, expertise and placing power to facilitate our future investments, should we require it. We are also hoping to utilise their experience to become involved with AIM Italia, where together we can establish a successful smaller company market in Italy.

"We have great respect for the management team at Daniel Stewart and look forward to a successful working relationship with them as we continue to pursue our strategy of European investments in line with our strategy.

Peter Shea, CEO of Daniel Stewart, said, "We are delighted to welcome Brainspark on board as a shareholder and we look forward to continuing to grow the business, creating value for shareholders."