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Brainspark plc ("Brainspark" or the "Company")
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 |