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BRAINSPARK PLC
(“Brainspark” or the “Company”)
Potential financing and sale of the Company's investment in Geosim Systems Ltd ("Geosim")
The Company announces that, together with Geosim and the other shareholders in Geosim, it has entered into heads of terms with a US private equity firm, (the "Firm") (the "Geosim Agreement").
The Company holds a 50.1 per cent. stake in Geosim, which is shown at a value of £1,375,000 in the Company's accounts as at 31 December 2004 after a three years' goodwill amortisation from an historic valuation of approximately £3,393,000.
The Geosim Agreement provides that the Firm will be retained to work with Geosim over a 12 month period starting on 9 August 2005 (the "Exclusive Period"). The Firm's remuneration is geared to its success in finding persons wishing to invest in Geosim or license Geosim's products.
On signature of formal documentation, the Firm has agreed to pay Geosim US$240,000 in respect of the first three calendar months of the Exclusive Period (the "Pre-Payment"). The Firm has further agreed to pay Geosim an additional US$80,000 for each of the next six months, for a total of US$720,000, including the Pre-Payment (the "Exclusivity Payment").
In addition, exclusivity on videogames applications will be granted to a new company, a third of whose equity will be owned by the Firm, subject to the Firm bringing material business within one year after the end of the Exclusive Period.
The Exclusivity Payment will be converted into equity at a valuation to be agreed, to be not less than US$10,000,000.
Subject to a number of conditions and formal documentation the Company has granted the Firm the right to acquire 50 per cent of the Company's stake in Geosim for $6,262,500.
There can be no assurance that the Firm will exercise its right to purchase 50 per cent. of the Company's stake in Geosim and a further announcement will be made in due course.
ENDS
Further information
David Meacher, Brainspark PLC 020 7843 9838
Roland Cornish, Beaumont Cornish Limited 020 7628 3396 |
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