Issue of loan stock
Brainspark PLC
02 December 2005
For immediate release 2 December 2005
Brainspark plc
('Brainspark' or the 'Company')
£850,000 Loan Stock
The Company announces that (in accordance with an in principle decision by the
Board on 28 September 2005) it has agreed to issue a further £545,000 tranche of
the Loan Stock, the initial issue of which was announced on 22 July 2005. This
is in order to provide the Company with necessary additional working capital to
be used for potential investments, the repayment of £111,229 of debt to Cross
Atlantic which, in accordance with its terms, is overdue and the termination
settlement of £176,000 including tax (in accordance with contractual terms) with
Mr Agosta who has today resigned from the Board as referred to below. Brainspark
is today a debt free company.
The total raised by both tranches of loan stock is therefore £850,000. The Loan
Stock is interest free and is repayable if not converted by 31 March 2006. In
accordance with the formula announced in 22 July 2005, the Loan Stock is
convertible into ordinary shares of 0.01p each in Brainspark at a price of 0.46p
per share. The ordinary shares to be so issued will rank pari passu in all
respects with the existing ordinary shares in issue It is a term of the Loan
Notes that the holders agree on lock-in arrangements such that they will not
sell or otherwise dispose of any shares arising from conversion for a period of
12 months from the date of such conversion. The subscribers to the second
tranche also have agreed that such lock-in arrangements apply to the loan stock
they subscribed for in the first tranche. The final date for the payment of
subscription monies for the loan stock is 10 December 2005.
The subscribers for the loan stock (including both tranches) include the
following Directors of Brainspark and associated parties:
Amount subscribed Number of shares on
£ Conversion
Francesco Gardin, Chairman 378,850 82,358,695
Alfredo Villa, Director 236,390 51,389,130
Luigi Fogliani, relative of the
Chairman by marriage 135,246 29,401,304
Dennis Bailey, proposed Director 50,000 10,869,565
Accordingly the transaction is a related party transaction under AIM Rule 13.
The Directors, other the Messrs. Gardin and Villa, having consulted with the
Company's Nominated Adviser, believe that the terms of the issue of the loan
stock are fair and reasonable in so far as the Company's shareholders are
concerned.
Following the issue of the loan stock, the following will be the changes in the
interests of the Directors:
At present At present Assuming full Assuming full
conversion under the loan conversion
stock under
the loan
stock
Francesco 31,903,278 16.59% 114,261,974 30.25%
Gardin
Alfredo 0 0 51,389,130 13.61%
Villa
Brainspark announces that Alberto Agosta resigned as a director of the Company
earlier today for personal reasons.
Commenting on his departure, Executive Chairman, Professor Francesco Gardin
said 'Mr Agosta has made a considerable contribution to Brainspark PLC over the
last three and a half years. We wish him well for his future plans.'
This information is provided by RNS
The company news service from the London Stock Exchange
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