BKW Brookwell A

 
TIDMBKW 
 
Brookwell Limited 
 
Proposed adoption of Amended Articles,  Proposed Placing of up to  75 
million B Shares and Admission to trading on AIM 
 
Highlights 
*          Proposed Placing of up to 75 million B Shares and 
  admission to trading on AIM 
*          Creation of separate class funds for Existing Shares and 
  proposed B Shares 
*          Broader asset base over which to recover certain costs of 
  the Company 
*          Proposed adoption of Amended Articles requiring 
  shareholder approval 
The Company is pleased to announce  proposals for the issue of a  new 
and separate class of shares to be known as B Shares. The  proposals, 
if approved  by  Existing  Shareholders,  will  provide  institutions 
(including Existing Shareholders)  with the  opportunity to  exchange 
their small and often illiquid holdings of AIM Securities and  Listed 
Securities for B  Shares. The B  Shares will be  a separate class  of 
shares from  the Existing  Shares  which will  be designated  as  "A" 
Shares. A circular comprising an Admission document for the  purposes 
of the AIM Rules is  being despatched to Existing Shareholders  today 
and    will    be    available    from    the    Company's    website 
www.brookwelllimited.com. 
Introduction 
The Company  was  incorporated in  May  2008 with  the  objective  of 
providing value and liquidity to institutions by offering a means  to 
exchange their  AIM securities  and  Listed securities  for  Existing 
Shares. The  Company  has engaged  the  services of  Progressive  AIM 
Realisation Limited ("PARL" or  the "Investment Manager") to  realise 
value and liquidity  from the  AIM Securities  and Listed  Securities 
acquired by the Company on Flotation. 
 
On Flotation the  Company acquired 84  stocks with a  value of  GBP25.5 
million in exchange for the  issue of 25,524,743 Existing Shares.  In 
the period to 31 December 2008, the Company has realised GBP5.1 million 
from sales of investments, with 43 stocks still held by the Company. 
 
As announced  on  10  December  2008, the  Company  returned,  on  30 
December 2008, GBP3.6 million  to Existing Shareholders  in a pro  rata 
redemption of Existing Shares. 
 
Since September 2008, PARL  has consulted both Existing  Shareholders 
and other  institutions  who  have invested  in  previous  investment 
companies managed by it or  its parent company and identified  demand 
from certain Existing Shareholders and  from such institutions for  a 
further opportunity  to  exchange  their  small  and  often  illiquid 
holdings of AIM Securities and Listed Securities for shares or shares 
in a new company managed  by the Investment Manager. Reflecting  this 
demand, PARL approached the Board with a proposal for the Company  to 
issue a new class of Shares, the B Shares. 
 
The assets acquired  by the  Company on the  issue of  the B  Shares, 
added to the existing assets of the Company, would provide a  broader 
asset base over which to recover  certain costs of the Company.   The 
investments held by the Company immediately prior to the Placing will 
be attributed to a  Class Fund (the A  Class Fund) whilst  Qualifying 
Securities obtained pursuant to the  Placing will be attributed to  a 
separate Class Fund (the B Class Fund). 
 
The Proposals 
The proposals to  be put  to Existing  Shareholders at  the EGM  (the 
"Proposals") can be summarised as follows: 
 
1                     the adoption of the Amended Articles to provide 
for the establishment of separate  Class Funds that are  attributable 
to each class  of Shares and  to provide for  separate accounting  in 
respect of the assets and liabilities attributed to each Class  Fund, 
and to  reflect the  recent  changes to  Guernsey law  following  the 
introduction of the Companies (Guernsey) Law, 2008; 
2                     the designation  of the Existing  Shares as  "A 
Shares", with the assets and liabilities (other than the amount  paid 
up on  the  Founder Shares  and  the liabilities  considered  by  the 
Directors to  be incurred  in  connection with  the adoption  of  the 
Amended Articles, the designation of the Existing Shares as A  Shares 
and the Placing and Admission) of the Company being attributed to the 
A Class Fund; and 
3                     the adoption of the  Class Fund Rules of the  A 
Class Fund. 
Amended Articles 
The primary purpose of  the amendments is to  make provision for  the 
establishment  of  separate  classes  of  Shares,  and  Class   Funds 
attributable to  them,  and to  provide  for separate  accounting  in 
respect of the assets and liabilities attributed to the Class  Funds. 
The Amended Articles provide that expenses that relate solely to  the 
assets attributable to a Class Fund  will be allocated to such  Class 
Fund.  Any other  expenses not  attributable solely  to a  particular 
Class Fund will be allocated  to each of the A  Class Fund and the  B 
Class Fund pro rata  based on the NAVs  attributable to the  Existing 
Shares and the B Shares on the preceding Reference Date, except where 
the Directors determine that  it would be inequitable  to do so.   In 
such instances the allocation of such expenses will be determined  by 
the Directors. 
 
It is proposed  that the  Existing Shares  be renamed  "A Shares"  to 
distinguish them  from the  B  Shares. The  change  of name  will  be 
effective on the passing of  the Resolution.  New share  certificates 
will not be issued and existing share certificates will remain valid. 
 
The Amended  Articles are  available on  the Company's  website.  The 
website address is www.brookwelllimited.com. 
Class Fund Rules 
As the Company  will have two  classes of Shares  in issue after  the 
Placing and such classes will have particular assets and  liabilities 
attributed to them, the Amended Articles provide for rules (the Class 
Fund Rules) to be adopted to govern the operation of the Class Funds. 
 
The adoption of the Class Fund Rules  of the A Class Fund is  subject 
to Shareholder Approval.  The  Class Fund Rules of  the A Class  Fund 
will be considered and, if thought  fit, approved at the EGM.   These 
Class Fund  Rules  provide, inter  alia,  that the  identity  of  the 
Investment Manager and the investment restrictions cannot be  altered 
without the  approval, by  way of  ordinary resolution,  of  Existing 
Shareholders.  The Class Fund Rules of the B Class Fund to be adopted 
by the Directors deal with the same matters that are addressed in the 
Class Fund Rules of the A Class Fund. 
Placing 
The Placing is conditional, inter  alia, on Shareholder Approval  and 
on at least GBP10 million being subscribed in the Initial Placing.   It 
is proposed that the  Company acquire Qualifying  Securities up to  a 
value of GBP75 million (before expenses)  by the issue of the B  Shares 
pursuant to the Placing at 100p per B Share. 
Extraordinary General Meeting 
An EGM has been convened to be held at the offices of Legis Corporate 
Services Limited, 1 Le Marchant  Street, St Peter Port, Guernsey  GY1 
4HP at 9.00 a.m. on 29 January 2009. 
Expected Timetable 
 
 
 
Extraordinary General Meeting              9.00 a.m.  29 January 2009 
 
The Initial Placing 
 
Close of Initial Placing                   5.00 p.m.  6 February 2009 
 
Latest time and date to deliver            5.00 p.m. 16 February 2009 
certificated and uncertificated stock 
 
Dealings in Shares issued pursuant to the  8.00 a.m. 19 February 2009 
Initial Placing to commence on AIM 
 
CREST stock accounts credited                        19 February 2009 
 
Share certificates despatched by                     26 February 2009 
 
The Supplemental Placing 
 
Close of Supplemental Placing              5.00 p.m. 27 February 2009 
 
Latest time and date to deliver            5.00 p.m.     9 March 2009 
certificated and uncertificated stock 
 
Dealings in Shares issued pursuant to the  8.00 a.m.    12 March 2009 
Supplemental Placing to commence on AIM 
 
CREST stock accounts credited                           12 March 2009 
 
B Share certificates despatched by                      19 March 2009 
 
 
 
Any changes to the timetable  will be announced through a  Regulatory 
Information Service. 
 
Except where the context  otherwise requires, capitalised terms  have 
the meaning set  out in  the definitions contained  in the  Admission 
document. 
 
For further information please contact: 
 
Brookwell Limited 
Patrick Farncombe Tel: 01481 726 034 
 
Progressive AIM Realisation Limited (Investment manager) 
Robert Legget / Ross Courtier Tel: 020 7566 5550 
 
Deloitte Corporate Finance (Nominated adviser) 
Jonathan Hinton / James Lewis Tel: 020 7936 3000 
 
Marshall Securities Limited (Broker) 
Robert Luetchford / John Webb Tel: 020 7490 3788 
 
15 January 2009 
 
Website: www.brookwelllimited.com 
 
=--END OF MESSAGE--- 
 
 
 
 
This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement. 
 

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