(BSP.L) Brainspark PLC Buy/Sell

RNS Number : 7534C Brainspark PLC 19 November 2009

19 November 2009

Brainspark plc

("Brainspark or the "Company")

Proposed investment in Mediapolis Investments SA

The Board of Brainspark (AIM: BSP) is pleased to announce that it has agreed to invest EUR475,536 (£425,987) in Mediapolis Investments SA ("Mediapolis Investments") to acquire a 10.87 per cent. interest in that company.

Mediapolis Investments controls Mediapolis SpA, which is the owner of a site in northern Italy with plans for the development of a theme park. Brainspark is already a 0.47 per cent. shareholder in Mediapolis SpA. Further information on Mediapolis SpA and the development is given below.

Brainspark has secured the rights to invest 47.6 per cent. of a EUR1,000,000 (£896,000) capital increase currently being undertaken by Mediapolis Investments, the Luxemburg holding company which controls 69.5 per cent of Mediapolis SpA.

The capital increase is priced at EUR10 (£8.96) per Mediapolis Investments share (the par value) and values Mediapolis Investments at EUR3,372,890 (£3,021,221) before the capital increase.

The proposed investment in Mediapolis will be satisfied through Brainspark raising additional funds through a proposed placing of new ordinary shares in the Company. On a fully diluted basis, the investment of EUR475,536 will result in Brainspark holding a 10.87 per cent. equity interest in Mediapolis Investments.

Alfredo Villa, Non-Executive Director of Brainspark, is also a director and shareholder in Mediapolis Investments.

Mediapolis SpA, (www.gruppomediapolis.com) is an Italian real estate company with planning permission to develop an indoor (25,000 sq metres) and outdoor (148,000 sq metres) theme park with outdoor theatre (15,000 seats), shopping centre (36,000 sq metres), a 4 star hotel (342 rooms with 684 occupants) and a television production centre. The total area for the whole development is 60 hectares (148.2 acres). The site is located on the Milan-Turin-Aosta highway junction, 60 minutes drive from Milan, 50 minutes from Turin and 60 minutes from the Mont Blanc Tunnel, one of the main arteries between France and Northern Italy. Telecom Italia SpA, through Olivetti Multiservices, holds 8.58 per cent of the issued share capital of Mediapolis SpA.

The overall development costs of the site are estimated by the management of Mediapolis SpA at EUR220,000,000 (£201,653,000) over a period of three years, with the theme park element expected to be operational in under two years. The project financing for the overall development is managed by Unipol Gruppo Finanziario (http://www.unipolgf.it/int/en).

For the year ended 31 December 2008, Mediapolis Investments generated a loss before tax of EUR0.49m and had net assets of EUR5.8m.

Brainspark will make further announcements in due course.

Statement re Takeover Code

Brainspark is a public limited company registered in England. However as the Company does not have its central place of management and control in the United Kingdom, Channel Islands and Isle of Man, the City Code on Takeovers and Mergers (the "City Code") is not deemed to apply to the Company and shareholders will not be afforded any protections under the City Code. If circumstances relating to the Company's management and control change, then the Panel on Takeovers and Mergers might in the future be of the view that the Code did apply to the Company and in these circumstances an announcement will be made by the Company.

Prof. Francesco Gardin, Chairman of Brainspark, commented: "This investment is the first of a series of investments that the new Board is considering which have a particular focus in the entertainment and leisure sectors. Our strategy is to focus on companies which will increase shareholder value, while also taking advantage of the synergies between physical and digital entertainment. We expect to update shareholders on further investments in due course."

RNS Number : 6222C Brainspark PLC 17 November 2009

17 November 2009

Brainspark plc

("Brainspark" or "the Company")

Notice of General Meeting & Capital Reconstruction

Brainspark, the AIM-listed investment company, announces that it yesterday posted a circular and notice of general meeting to its shareholders. The general meeting will be held at 11 a.m. on 9 December 2009, at the offices of Gordons Partnership LLP, 22 Great James Street, London, WC1N 3ES. A copy of the notice of general meeting will be available today on the Company's website, www.brainspark.com, and is available from the Company's registered office, The Lightwell, 12-16 Laystall Street, London, EC1R 4PF. Extracts from the circular and notice of general meeting are set out below.

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

Dear Shareholder

Brainspark plc ("Brainspark" or the "Company") is writing to convene a general meeting ("GM") of its members to consider the resolutions described in this circular (the "Resolutions").

Investing Policy

The Company's ordinary shares of 0.01 pence each ("Shares") are traded on the Alternative Investment Market ("AIM"), a market operated and regulated by LSE. For the purposes of the rules applicable to companies whose shares are listed on AIM (the "AIM Rules"), the Company is an "investing company" (i.e. a company whose business is to invest in other companies). The AIM Rules require that the Company adopt an "investing policy".

The Company has revised its investing policy in accordance with the transitional provisions of AIM Notice 33. These revisions are not considered by the Board to amount to a material change in the overall objective and risk profile of the existing investing policy, but rather a marginal change to the existing policy to bring the investing policy in line with the revised AIM Rules. Nevertheless the Board is taking this opportunity to seek the approval of shareholders for the Company's revised investing policy. It is the Company's intention to propose the approval of its investing policy by its members on an annual basis.

As outlined in both the Company's audited annual accounts for the period to 31 December 2008 (the "2008 Accounts") and the Company's unaudited accounts for the six months ended on 30 June 2009 (the "2009 Interim Accounts"), the Company's investing policy has been under review.

The Company's initial investing policy focused on internet service companies. Following the takeover by AISoftw@re in February 2002 and the acquisition of assets from Infusion SpA in October 2002, the policy has subsequently been based on the divestment of the existing portfolio and a focus on a geographical area rather than a specific industrial sector. Since 2006 the policy has been based on the positioning of the Company, via its wholly owned subsidiary, China IPO, in China. However an opportunistic acquisition of strategic positions in high growth and profitable businesses, mainly through the issue of Shares, remained a key target for the Board.

Our proposed investing policy is to primarily focus on the interactive media, leisure, entertainment and financial services sectors, mainly in Italy but also other European countries. The Company may be either an active or passive investor and the Directors intend that the Company's proposed investments may range from a minority position with strategic influence up to a large controlling position. The Board intends that the Company will make investments in target businesses at all development stages.

It is the intention of the Company that the majority of investments will be made in unlisted companies; however pre-IPO and listed companies may, from time to time, be considered on a selective basis.

The Company intends on identifying and investing in investment opportunities which it believes show excellent growth potential on a stand-alone basis and which would add value to the Company's portfolio of investments through the expertise of the Board or through the provision of ongoing funding.

The Company believes that the broad collective experience of the Board together with its extensive network of contacts will assist them in the identification, evaluation and funding of investment targets. When necessary other external professionals will be engaged to assist in the due diligence of prospective targets. The Board will also consider, as it sees fit, appointing additional directors and/or key employees with relevant experience as part of any specific investment.

The Company may offer Shares as well as cash by way of consideration for prospective investments, thereby helping to preserve the Company's cash for working capital. The Company may, in appropriate circumstances, issue debt securities or borrow money to complete an investment.

Resolution 1 seeks your approval to the above revised investing policy.

Reappointment of Directors

Haresh Kanabar, Alessandro Malacart and Alfredo Villa have all been appointed to the Board, since the members last met at the 2009 annual general meeting ("AGM").

The Company's Articles of Association require any person who has been co-opted to the Board to seek re-election at the next meeting of members.

Resolutions 2, 3 and 4 seek your approval to the re-appointment of these three directors.

Authority to issue Shares on a Non-Rights issue basis

The Company has an existing issued share capital of 330,697,003 Shares.

Unless authorised by its members to do otherwise, all new issues of Shares should be made on a "rights issue" basis, that is to each existing member pro rata to his or her shareholding. It is conventional for a company to seek approval for issue of shares on a non-right issue basis. The Company has your permission, granted at this year's AGM, for the issue of up to 169,302,997 Shares.

The Company has identified and is considering the acquisition of a number of assets in line with its investing strategy. It is envisaged such acquisitions would be satisfied through the issue of Shares and cash raised through placing of Shares. This resolution provides the Company with the greater flexibility to issue Shares as consideration for acquisitions which are in line with the Company's revised investing strategy. Shareholders should be aware that they would suffer significant dilution to their existing holdings should the Company exercise their entire authorities under this resolution. However this resolution will allow the Company to potentially add a number of assets to the Company's portfolio which could materially increase the scale of Brainspark and, at the same time, improve the liquidity in Shares. Similarly this resolution will allow the Company to, at the appropriate time, consider strengthening its balance sheet and widening its shareholder base.

Resolution 5 seeks your approval for the authority to allot a further 5 billion Shares. Shareholders should be aware that this authority represents about fifteen times the Company's current issued share capital.

Electronic Communication

In common with many businesses, the Company seeks to reduce its carbon footprint and cut down on hard copy mailings by using modern methods of electronic communication, such as posting information on its website or e-mailing information.

If a company has the permission of its shareholders generally for electronic communication, it can write to each shareholder individually and seek the consent of that individual shareholder to communicate electronically. A shareholder who wishes to receive hard copy documentation can continue to do so.

However, the Company will be able to communicate electronically with shareholders who consent (expressly or impliedly) to electronic communication.

Resolution 6 seeks your permission to start this process. If the resolution is passed, the Company will write to you again explaining how you can opt in or opt out of electronic communication.

Recommendation

The Directors consider that the Resolutions are in the best interests of the Company and its Shareholders.

Resolutions 1 to 4 will be proposed as ordinary resolutions. Resolutions 5 and 6 will be proposed as special resolutions. Accordingly, the Directors unanimously recommend shareholders to vote in favour of the Resolutions proposed for this GM as they intend to do in respect of their own holdings which amount to 125,565,948 Shares, or approximately 37.97% per cent. of the issued ordinary share capital of the Company.

Group Capital Reconstruction

I would also like to take the opportunity of this circular to update shareholders on a matter which is not a resolution for the GM to be held on 9th December 2009, this being the capital reconstruction of Brainspark which the Board has approved and is now being implemented.

The Company has been planning for some time to restructure the Group, as explained in the Chairman statements included in the 2008 Accounts and the 2009 Interim Accounts, to enable the Company to become more effective in achieving separate business models which are co-existing under the same Group: a) the development of the Chinese-focused investment and consulting operations, under China IPO; b) the divestment of certain existing European based assets, under Infusion 2002 and Brainspark Associates, with a view to the Company re-investing these proceeds; and c) acquisitions of European-based assets, mainly in the area of leisure and related interactive multimedia, including television, as detailed in the investing policy resolution described above. Following legal and tax advice on the best way to achieve the above, Brainspark has adopted the model of the Group Capital Reconstruction as the most effective way to implement the plan.

As announced on 30 September 2009, the Company appointed MacIntyre Hudson LLP to arrange the formal procedure of the capital reconstruction, this being subject to approval from HM Revenues & Customs ("HMRC"). A detailed Group Capital Reconstruction scheme was submitted to HMRC at the beginning of October 2009 and the Company has now obtained clearance from HMRC.

As a result of this reconstruction two new companies are being created: a) China IPO (2009) Limited, which will control 100% of China IPO Group and; b) Infusion (2009) Limited, which will control Infusion 2002 (comprising the Company's investment in ACS) and the Company's investment in Metapack. Infusion 2002 is owed $1,000,000 by Geosim Systems Limited, which sum is (i) due for payment by 30 June 2010 and (ii) guaranteed by Francesco Gardin (Chairman of Brainspark).

Francesco Gardin and Edward Burman will be appointed to the Board of China IPO (2009) Limited and Haresh Kanabar and Alessandro Malacart will be appointed to the Board of Infusion (2009) Limited. All four are Brainspark Directors.

Shares of these two new companies will be assigned to current Brainspark shareholders pro rata: e.g. if today a Brainspark shareholder holds 10,000 shares, after the reconstruction the same shareholder will still hold these 10,000 Brainspark shares, plus 10,000 shares in China IPO (2009) Limited and 10,000 shares in Infusion (2009) Limited. The investments which remain within Brainspark are Geosim, Polarizonics and Mediapolis. Although the Group Capital Reconstruction is not a matter for the GM on 9th December 2009, and therefore there is no resolution required at the GM, it has been introduced in this circular for the sake of information for Shareholders. Following the completion of the Group Capital Reconstruction Brainspark shareholders will receive share certificates of the two new Holdings with a letter providing all the technical details of the transaction.

The number of your current Brainspark shares is not affected by the Capital Reconstruction and continue to trade on AIM and PLUS as usual.

RNS Number : 3051C Brainspark PLC 10 November 2009

10 November 2009

Brainspark plc

("Brainspark" or the "Company")

Holding in Company

The Board of Brainspark announces that they received notification on 10 November 2009 from Cross Atlantic Capital Partners LLC that, following a disposal of shares on 27 May 2009, funds managed by Cross Atlantic Capital Partners LLC no longer hold any interest in the share capital of Brainspark.

For further information please contact:

Brainspark plc
Francesco Gardin Tel: +39 (0)335 296 573

Allenby Capital Limited Nick Athanas/James Reeve Tel: +44 (0)20 3328 5656

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

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RNS Number : 9924Z Brainspark PLC 30 September 2009

30 September 2009

Brainspark plc

("Brainspark" or the "Company")

Appointment of Director

The Board of Brainspark is pleased to announce the appointment of Haresh Kanabar as a Non-Executive Director of the Company with immediate effect.

Haresh has over 20 years experience in senior management of various companies and industries including many AIM listed companies. Haresh qualified as a certified accountant in 1986. Following a number of finance positions with Fisons plc, Reed International plc and Texas Homecare Limited he became Finance Director of F E Barber Limited, a subsidiary of Hillsdown Holdings Limited, in 1994. In 1997 he was appointed Group Finance Director of Whitchurch Group plc which he left in May 1998 to become finance director of TMV Finance Limited. In 1999 he left to join Corvus Capital Inc. where he was Chief Executive Officer until November 2002 before leaving to become Finance Director of Gaming Insight plc. He is currently a director of a number of companies including Aurum Mining plc, Indian Restaurants Group plc, Gasol plc and India Star Energy plc.

Francesco Gardin, Chairman of Brainspark, commented: "We are delighted to announce the appointment of Haresh to the Board. His significant public company experience adds a much needed element to Brainspark ahead of its next phase of growth"

For further information please contact:

Brainspark plc
Francesco Gardin Tel: +39 (0)335 296 573

Allenby Capital Limited
Nick Athanas/James Reeve Tel: +44 (0)20 7510 8600

Leander PR Christian Taylor-Wilkinson Tel: +44 (0)7795 168 157

Appendix

Set out below are details with regards to the appointment of Haresh Kanabar to the board of Brainspark pursuant to Schedule 2(g) of the AIM Rules for Companies

Mr Haresh Damodar Kanabar (aged 51) is or has been a director of the following companies or partnerships in the last five years:

Current directorships or partnerships: Aurum Mining plc Gasol plc India Star Energy plc Indian Restaurants Group plc Silentpoint plc Silentpoint Property Ltd Venteco plc Silvanderson AB Valliguard AB Within the last five years, he has been a director or partner of the following companies or partnerships: Blue Star Capital plc Asia Capital plc Greenfield Construction Group plc All New Video plc BlackRaven Property plc Bombay Restaurants Limited (dissolved) Xtract International plc

Haresh Kanabar was a director of Greenfield Construction Group plc from 21 April 2004 to 8 February 2006. Greenfield Construction Group plc was placed into administration on 10 November 2006.

Haresh Kanabar was a director of Bombay Restaurants Limited, a dormant company which never commenced trading, from 10 December 2004 to 14 August 2006. The company went into members voluntary liquidation and was subsequently dissolved on 27 March 2007.

There is no further information required to be disclosed by Schedule 2(g) or rule 17 of the AIM Rules for Companies with regards to the appointment of Haresh Kanabar to the board of Brainspark.

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

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