Disposal
Brainspark PLC
08 November 2006
FOR IMMEDIATE RELEASE 8 November 2006
BRAINSPARK PLC
Sale of Shares in ACS
On 8 August 2005, Brainspark granted a call option to Exprivia SpA over the
entire issued share capital of Brainspark's wholly owned subsidiary, Infusion
2002 Limited ('Infusion'), which in turn held a 16.21 per cent. investment in
Advanced Computer Systems SpA ('ACS'), an Italian Company developing software
for earth observation satellites, mission planning and management. This option
expired on 31 July 2006.
Following the expiry of the option, the Company has been in discussions with
Exprivia, as a result of which Infusion has now sold 197,233 shares in ACS to
Exprivia, representing a 7.68 per cent. interest for a consideration of
$1,000,000 (approximately £526,000). The consideration has been satisfied by
transferring a secured commercial debt in Geosim Limited, a company incorporated
in Israel, owing to an Exprivia subsidiary. Brainspark currently holds
approximately 50.8% (41.03% fully diluted) of Geosim's equity capital. 89 per
cent. of the $ 1,000,000 debt has been guaranteed by Prof. Francesco Gardin,
Chairman of Brainspark and non-executive Chairman of Exprivia and this security
remains in place on the transfer of the Geosim debt to Brainspark.
The book value of the ACS shares sold is £535,000 (after taking into account the
reduction of book- cost of the entire holding as a result of the £325,000
non-refundable deposits previously received from Exprivia). The Geosim debt
amounts to US$1,000,000, is repayable in quarterly amounts equivalent to 5 per
cent. of Geosim's revenues between 1 January 2006 and 31 December 2009 and
carries no interest. As and when received, repayments will provide Brainspark
with further funds to invest and/or additional working capital for the Group.
Brainspark has been considering a realisation of its investment in ACS for some
time and the sale of half of Brainspark's interest in ACS to Exprivia is an
opportunity to start this process. The Geosim debt helps to consolidate
Brainspark's interest in Geosim which Brainspark views as a major strategic
investment for the Group.
For the year ended 31 December 2005, ACS reported a profit after tax of euro
32,032 on turnover of euro 10,559,000. For the year ended 31 December 2005,
Geosim reported a loss of NIS 4,096,000 on turnover of NIS 1,665,000.
Prof. Francesco Gardin is both Chairman of Brainspark and non-executive Chairman
of Exprivia and a 20.53 per cent. and 3.2 per cent. shareholder respectively in
each company. Prof. Francesco Gardin is also a director of Geosim. Accordingly,
the transaction is Related Party under the AIM Rules. The Directors of
Brainspark, with the exception of Prof. Gardin consider, having consulted the
Company's Nominated Adviser, that the terms of the above transaction are fair
and reasonable in so far as the Company's shareholders are concerned.
For information please contact:
Francesco Gardin, Brainspark plc, telephone: 00 39 335 296573
Roland Cornish, Beaumont Cornish Limited, telephone: 020 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
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