TIDMBKWB

RNS Number : 0839B

AIM

11 February 2011

 
        ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
         IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                    RULES") 
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 COMPANY NAME: 
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 Brookwell Limited 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
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 11 New Street, St Peter Port, Guernsey, GY1 2PF 
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 COUNTRY OF INCORPORATION: 
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 Guernsey 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
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 www.brookwelllimited.com 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
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 Brookwell is an AIM-listed, Guernsey registered, closed-ended 
  investment company which was formed to provide value and liquidity 
  for its shareholders from a portfolio of AIM securities and 
  listed securities (together "Qualifying Securities"). The existing 
  B Shares were admitted to trading on AIM in two tranches, the 
  first on 19 February 2009 and the second on 12 March 2009. 
  The Company is an investing company for the purposes of the 
  AIM Rules. 
  The Directors and the Investment Manager believe that there 
  is an opportunity to acquire further Qualifying Securities 
  in exchange for the issue of new Shares which are proposed 
  to be named "D Shares". 
 It is proposed that the Company acquire from financial institutions 
  Qualifying Securities up to a value of GBP75 million, in consideration 
  for which the Company will issue new D Shares, pursuant to 
  the Placing, at a price of 100p per Share. The Placing will 
  take the form of an Initial Placing, which is expected to close 
  on 11 February 2011, and may include a Supplemental Placing, 
  which is expected to close on 4 March 2011. The Initial Placing 
  is conditional on the Company acquiring Qualifying Securities 
  to a value of at least GBP10 million. The Supplemental Placing 
  is conditional on the maximum number of Shares issued pursuant 
  to the Initial Placing and the Supplemental Placing not exceeding 
  75 million. 
  In the interests of the Shareholders the Company reserves the 
  right not to accept securities which are unlikely to be saleable 
  at a reasonable value even with the application of expertise 
  and effort. To this end, the Company has adopted a number of 
  mandatory and discretionary criteria for the exclusion of certain 
  securities from the Company's D Class Fund, details of which 
  are set out in the admission document. The Company may acquire 
  AIM Securities, Listed Securities and PLUS Securities which 
  satisfy the criteria. There are no mandatory restrictions on 
  the business or geographical sectors of investee companies. 
  Although the Directors expect that most of the companies in 
  the D Class Fund will have a market capitalisation of less 
  than GBP100 million, there are no criteria relating to minimum 
  or maximum market capitalisation in determining whether securities 
  are Qualifying Securities. 
  Following the Placing, the Company will acquire no further 
  equity securities except that it may exchange investments for 
  other Qualifying Securities if, in the opinion of the Investment 
  Manager, this would provide a better prospect of value and 
  liquidity for the Company. 
 The assets of the Company immediately prior to the Placing 
  (and any income arising from, and the proceeds from realisation 
  of, such assets) are attributed to the B Class Fund whilst 
  Qualifying Securities obtained pursuant to the Placing (and 
  any income arising from, and the proceeds from realisation 
  of, such Qualifying Securities) will be attributed to a separate 
  Class Fund (the D Class Fund). 
  Progressive AIM Realisation Limited ("PARL"), an investment 
  management company authorised and regulated by the Financial 
  Services Authority, manages the existing portfolio and has 
  been retained to manage the D Class Fund. 
  Following the Placing PARL will perform an evaluation of the 
  Company's D Class Fund in order to assess the most appropriate 
  strategy for each investment. PARL expects that whilst some 
  investments may be considered appropriate for sale in the shorter 
  term, other investments will be held for a longer period with 
  the aim of successfully realising their inherent value. 
  PARL will be flexible in its strategy in relation to a particular 
  investment. The strategy may need to be altered to reflect 
  changes in market conditions or changes in the circumstances 
  relating to that investment. Accordingly, regular reviews will 
  be held to address the current position of the Company's unrealised 
  holdings and the portfolio risk. 
  Except where the context otherwise requires, capitalised terms 
  have the meaning set out in the Admission document dated 21 
  January 2011. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
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 Up to 75,000,000 participating redeemable preference shares 
  of no par value 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
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 Fund raising: up to GBP75 million 
  Anticipated market capitalisation of the D Shares (at the placing 
  price): up to GBP75 million 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
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 [Tbc] 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
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 None 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
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 Christopher John Clark (non-executive chairman) 
  Paul Anthony Clarke (non-executive director) 
  Colin Duport Ferbrache (non-executive director) 
  Alasdair Ross McLaren (non-executive director) 
  Philip Dominic Soulsby (non-executive director) 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
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 Before admission: 
  1. B Shares 
 
 
   Allianz Insurance PLC                    29.99% 
   Cazenove Capital Management Limited      23.19% 
   Fidelity Investment Services Limited     10.01% 
   Schroder Investment Management Limited    9.32% 
   Artemis Investment Management Limited     8.99% 
   Universities Superannuation Scheme 
    Limited                                  4.52% 
   Saracen Fund Managers                     4.37% 
 
  2. D Shares 
  No D Shares are in issue at the date of this announcement. 
  Following admission: 
  1. B Shares 
 
 
   Allianz Insurance PLC                    29.99% 
   Cazenove Capital Management Limited      23.19% 
   Fidelity Investment Services Limited     10.01% 
   Schroder Investment Management Limited    9.32% 
   Artemis Investment Management Limited     8.99% 
   Universities Superannuation Scheme 
    Limited                                  4.52% 
   Saracen Fund Managers                     4.37% 
 
  2. D Shares 
  [Tbc] 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
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 None 
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            (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
            (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
             DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
             interim financial information) 
             (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
             PURSUANT TO AIM RULES 18 AND 19: 
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      (i) 30 June 
       (ii) 30 June 2010 
       (iii) Interim accounts to 31 December 2010 by 31 March 2011 
       Annual accounts to 30 June 2011 by 31 December 2011 
       Interim accounts to 31 December 2011 by 31 March 2012 
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 EXPECTED ADMISSION DATE: 
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 Late February 2011 and, in respect of the Supplemental Placing 
  (if any), mid March 2011 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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 Deloitte Corporate Finance 
  Deloitte LLP 
  2 New Street Square 
  London EC4A 3BZ 
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 NAME AND ADDRESS OF BROKER: 
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 Marshall Securities Limited 
  145-157 St John Street 
 London EC1V 4RE 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
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 Marshall Securities Limited 
  145-157 St John Street 
 London EC1V 4RE 
  And : www.brookwelllimited.com 
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 DATE OF NOTIFICATION: 
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 11 February 2011 
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 NEW/ UPDATE: 
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 NEW 
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This information is provided by RNS

The company news service from the London Stock Exchange

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