TIDMBKWD

RNS Number : 6601O

Brookwell Limited

21 September 2011

BROOKWELL LIMITED

Announcement of final results for the year ended 30 June 2011

HIGHLIGHTS

 
                                             A Shares   B Shares   D Shares 
------------------------------------------  ---------  ---------  --------- 
 Amount raised in placing                    GBP25.5m   GBP13.0m   GBP16.4m 
------------------------------------------  ---------  ---------  --------- 
 Amount returned to shareholders 
  in the year to 30 June 2011                 GBP0.9m    GBP3.6m    GBP2.5m 
------------------------------------------  ---------  ---------  --------- 
 Amount returned to shareholders 
  in the period from admission of 
  shares to trading on AIM ("Admission")* 
  to 30 June 2011                            GBP11.6m   GBP14.3m    GBP2.5m 
------------------------------------------  ---------  ---------  --------- 
 Number of securities acquired in 
  the placing*                                     84         62         76 
------------------------------------------  ---------  ---------  --------- 
 Number of securities at 30 June 
  2011                                            Nil        Nil         39 
------------------------------------------  ---------  ---------  --------- 
 Net asset value per Share at Admission**      97.00p     96.60p     96.80p 
------------------------------------------  ---------  ---------  --------- 
 Net asset value per Share at 30                  n/a        n/a     96.17p 
  June 2011 
------------------------------------------  ---------  ---------  --------- 
 Weighted average net asset value***              n/a        n/a     96.20p 
  at 30 June 2011 
------------------------------------------  ---------  ---------  --------- 
 

* The A Shares were admitted to trading on AIM on 26 June 2008. The B Shares were admitted to trading on AIM on 19 February 2009. The D Shares were admitted to trading on AIM on 24 February 2011.

** after share issue expenses

*** net assets and cash returned to shareholders

shares issued in placing

CHAIRMAN'S STATEMENT

The D Class Fund was successfully launched in February/March 2011 with the acquisition of a portfolio with an initial aggregate valuation of GBP16.4m. The D Class Fund has had an excellent start, returning GBP2.5m on 30 June 2011, only three months after stocks were acquired. During the year the Company also completed the realisation of the remaining investments in the A Class Fund and in the B Class Fund, and returned the proceeds to Shareholders.

The net asset value ('NAV') per D Share, as at 30 June 2011, was 96.17p, and the number of holdings was reduced from 76 to 39. Subsequently, the NAV per D share, at 16 September, 2011, was 82.15p, and the number of holdings has been further reduced to 32. Despite the recent deteriorating market conditions, progress has continued to be made, and the D Share Class Fund held cash of GBP1.1m on that date.

Further details on disposals are provided in the Investment Manager's report, which also covers examples of engagement with investee company boards and summary profiles of the key holdings.

On 30 December 2010 the Company returned GBP0.9m to A shareholders, in the final pro-rata redemption of 2,380,891 A Shares at a price of 36.2278p per A Share. In total GBP11.6m was returned to A Class Fund shareholders, representing approximately 45% of the placing value of GBP25.5m.

On 30 December 2010 the Company returned GBP3.2m to B shareholders, in a pro-rata redemption of 2,888,862 B Shares at a price of 110.77p per B Share. On 31 March 2011 the Company returned GBP0.4m to B shareholders, being the final pro-rata redemption of 418,858 B Shares at a price of 94.0853p per B Share. In total GBP14.3m was returned to B Class Fund shareholders, representing approximately 110% of the placing value of GBP13.0m. This was undertaken in a record time of 25 months, compared with previous funds.

It is perhaps not fully appreciated just what the processes are by which your Investment Manager extracts the maximum value they can from the holdings in our portfolio.

Basically, they have been devoting their time and energies to a collection of stocks where underperformance and difficult marketability would require too great a resource of time and effort for our subscribing institutions to manage effectively themselves. This is because these stocks have become small distractions within the very much larger portfolios.

The realisation process of Brookwell is multi-faceted. It comprises attending formal and informal company meetings, engaging with management and sometimes invoking due legal and governance processes, introducing new director candidates, or helping with corporate value-enhancing activity. Inevitably, these actions often involve many hours of engagement, including travel to offices and factories, meetings, emails, telephone calls and document processing. It is not uncommon for a particular stock situation to generate 30 or 40 telephone calls before realisation can be achieved.

Nor should our Investment Manager's understanding of stock market investor and dealing processes be underestimated. This has been demonstrated in many instances where the ability to trade in very narrow markets has often looked an impossible situation, but our team has, nevertheless, completed a sale of a difficult holding, quite often on advantageous terms.

In the year to 30 June 2011, the Company has reported a net loss of GBP0.4m and therefore the Board will not be declaring a dividend.

The global recovery has not been sufficient for the UK to demonstrate the normal post recession economic bounce-back. The coalition Government is not finding easy the task of bringing order to the chaos of the public finances. The developing sovereign debt crisis in Europe and the last minute 'compromise' deal which only just enabled the US Government to avoid the embarrassment of defaulting, further demonstrates why the UK has to reassure international investors that the public finances can be brought under control. However, anaemic economic growth trends have resulted in the IMF casting doubt on the Chancellor's deficit reduction plan, warning that the margin of error is slim and therefore raising the risk of further spending cuts and/or tax increases.

Against this backdrop, we remain cautious about the outlook for the UK economy and therefore profitability trends of companies which are highly dependent on it. We believe UK small caps will continue to be highly illiquid and the current economic and market outlook suggests this trend is likely to remain the case for some time. It does, however, reinforce our belief that a flexible and pro-active approach is the best way to continue to realise the remaining investments in an orderly fashion.

The AGM will be held at 11 New Street, St Peter Port, Guernsey at 11:00 am on 6 December 2011.

Christopher Clark

21 September 2011

INVESTMENT MANAGER'S REPORT

Brookwell was launched in June 2008 with one class of shares which, following the launch of the B shares in February 2009, were re-designated as A shares. Following approval at the Extraordinary General Meeting on 7 February 2011, a further class of shares, named D shares, was also created.

A Share Portfolio

When last year's Annual Report was published, the original portfolio of 84 stocks had been reduced to just 4. As flagged in the half-yearly report, all of these remaining holdings were sold by the end of December 2010. All the remaining A Shares were redeemed on 30 December 2010 and the final proceeds returned to A shareholders.

B Share Portfolio

At 30 June 2010 the B portfolio had been reduced from an initial 62 investments to just 12. When the half-yearly report was published, all of the remaining holdings, apart from Sanderson Group, had been realised. On 15 March, following the sale of this holding, Brookwell informed shareholders of the redemption of the remaining B shares, which was completed on 31 March 2011.

D Share Portfolio

In February 2011 Brookwell established a D class of shares which, combined with a small supplemental placing in March, resulted in the Company taking on a further 76 holdings. By 30 June 2011, the end of the Company's financial year, these initial holdings had been reduced to 39 as a result of our pro-active programme of engagement and GBP2.5m was returned to D shareholders.

As with previous work-out funds, the initial months of a new portfolio are particularly active as we try to understand and evaluate investments we have not seen before and re-open dialogue with familiar stocks that have appeared in our previous work-out funds. It is our policy to attend, where practical, all annual general meetings, to engage with the boards of investee companies and, where appropriate, to seek to identify potential buyers.

One early success was Burst Media, where we supported a paper offer from Blinkx which, when sold, represented a seven-fold return on the investment. Uniq produced an innovative deficit for equity swap to address its pension fund deficit and subsequently agreed a takeover bid from Greencore Group. Two other holdings, i-Design and Driver Group, have delivered encouraging statements.

On the down side, Trans Balkan left AIM, so with approval from the Board, the valuation was written down to zero.

Brookwell introduced a new chief executive and chairman to the board of Universe Group. They were appointed in May and June respectively.

Brookwell also requisitioned a general meeting at Northern Investors to request the board to put forward constructive proposals to address the lack of liquidity in the company's shares and the high discount to net asset value. The board's proposal to amend the Northern Investors' investment policy to achieve an orderly realisation of assets was approved by its shareholders on 21 July 2011.

Since 30 June 2011, 7 holdings have been sold in full and 6 partially sold.

Five Largest Investments

-- Northern Investors: an investment trust mainly invested in unquoted companies;

-- Cosalt: a supplier of marine safety products and services to the offshore oil and gas markets. Following the discovery of financial irregularities, the company undertook a refinancing and the sale of a significant part of its business. The company has arranged an 18 month standstill on contributions to its pension fund which has a significant deficit. The company still has a substantial level of bank debt.

-- Orchid Development: a Bulgarian property company. The current share price is on a substantial discount to stated net asset value;

-- Ilika: a fast throughput materials testing company spun out of the University of Southampton;

-- Squarestone Brasil: a Brazilian retail development company.

Outlook

As referred to in the Chairman's statement, the prospects for UK small cap companies and the liquidity in their shares are likely to remain poor for the foreseeable future. To date we have made good progress and believe that our active realisation process will continue to deliver value and liquidity to shareholders from the remaining holdings.

Progressive AIM Realisation Limited

21 September 2011

STATEMENTS OF COMPREHENSIVE INCOME

For the year ended 30 June 2011

 
                            For the   For the   For the   For the   For the   For the 
                               year      year      year      year      year      year 
                              ended     ended     ended     ended     ended     ended 
                            30 June   30 June   30 June   30 June   30 June   30 June 
 COMPANY                       2011      2011      2011      2010      2010      2010 
                            Revenue   Capital     Total   Revenue   Capital     Total 
                    Notes   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
 Gains on 
  investments 
  designated at 
  fair value 
  through profit 
  or loss                         -         4         4         -     2,402     2,402 
 Investment 
  income            2           148         -       148       129         -       129 
 Investment 
  management 
  fees              3         (108)     (101)     (209)     (255)     (319)     (574) 
 Other expenses     3         (315)         -     (315)     (352)         -     (352) 
-----------------  ------  --------  --------  --------  --------  --------  -------- 
 (Loss)/profit on 
  ordinary 
  activities 
  before 
  taxation                    (275)      (97)     (372)     (478)     2,083     1,605 
 Taxation           6          (11)         -      (11)      (11)         -      (11) 
-----------------  ------  --------  --------  --------  --------  --------  -------- 
 (Loss)/profit 
  and total 
  comprehensive 
  income 
  attributable to 
  shareholders                (286)      (97)     (383)     (489)     2,083     1,594 
-----------------  ------  --------  --------  --------  --------  --------  -------- 
 
 (Loss)/earnings 
  per A Share       7       (1.35)p   (8.02)p   (9.37)p   (2.45)p    11.36p     8.91p 
-----------------  ------  --------  --------  --------  --------  --------  -------- 
 (Loss)/earnings 
  per B Share       7       (8.90)p     6.26p   (2.64)p   (2.88)p    11.09p     8.21p 
-----------------  ------  --------  --------  --------  --------  --------  -------- 
 (Loss) per D 
  Share             7       (0.27)p   (0.33)p   (0.60)p         -         -         - 
-----------------  ------  --------  --------  --------  --------  --------  -------- 
 

The total column of this statement represents the Company's Statement of Comprehensive Income, prepared under IFRS. The revenue and capital columns, including the revenue and capital (loss)/earnings per share data, are supplementary information prepared under guidance published by the Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.

The Company was incorporated on 28 May 2008 and its A Shares were admitted to trading on AIM on 26 June 2008. The B Shares were admitted to trading on AIM on 19 February 2009. The D Shares were admitted to trading on AIM on 24 February 2011.

 
                    For the   For the    For the   For the   For the   For the 
                       year      year       year      year      year      year 
                      ended     ended      ended     ended     ended     ended 
                    30 June   30 June    30 June   30 June   30 June   30 June 
 A SHARE               2011      2011       2011      2010      2010      2010 
                    Revenue   Capital      Total   Revenue   Capital    Total 
                    GBP'000   GBP'000    GBP'000   GBP'000   GBP'000   GBP'000 
 (Losses)/gains 
  on investments 
  designated at 
  fair value 
  through profit 
  or loss                 -     (187)      (187)         -     1,318     1,318 
 Investment 
  income                 27         -         27        40         -        40 
 Investment 
  management 
  fees                  (3)       (3)        (6)     (152)     (152)     (304) 
 Other expenses        (56)         -       (56)     (135)         -     (135) 
-----------------  --------  --------  ---------  --------  --------  -------- 
 (Loss)/profit on 
  ordinary 
  activities 
  before 
  taxation             (32)     (190)      (222)     (247)     1,166       919 
 Taxation                 -         -          -       (4)         -       (4) 
-----------------  --------  --------  ---------  --------  --------  -------- 
 (Loss)/profit 
  and total 
  comprehensive 
  income 
  attributable to 
  shareholders         (32)     (190)      (222)     (251)     1,166       915 
-----------------  --------  --------  ---------  --------  --------  -------- 
 (Loss)/earnings 
  per A Share       (1.35)p   (8.02)p    (9.37)p   (2.45)p    11.36p     8.91p 
-----------------  --------  --------  ---------  --------  --------  -------- 
 
 
                    For the   For the    For the   For the   For the   For the 
                       year      year       year      year      year      year 
                      ended     ended      ended     ended     ended     ended 
                    30 June   30 June    30 June   30 June   30 June   30 June 
 B SHARE               2011      2011       2011      2010      2010      2010 
                    Revenue   Capital      Total   Revenue   Capital    Total 
                    GBP'000   GBP'000    GBP'000   GBP'000   GBP'000   GBP'000 
 Gains on 
  investments 
  designated at 
  fair value 
  through profit 
  or loss                 -       202        202         -     1,084     1,084 
 Investment 
  income                  6         -          6        89         -        89 
 Investment 
  management 
  fees                 (62)      (55)      (117)     (103)     (167)     (270) 
 Other expenses       (153)         -      (153)     (217)         -     (217) 
-----------------  --------  --------  ---------  --------  --------  -------- 
 (Loss)/profit on 
  ordinary 
  activities 
  before 
  taxation            (209)       147       (62)     (231)       917       686 
 Taxation                 -         -          -       (7)         -       (7) 
-----------------  --------  --------  ---------  --------  --------  -------- 
 (Loss)/profit 
  and total 
  comprehensive 
  income 
  attributable to 
  shareholders        (209)       147       (62)     (238)       917       679 
-----------------  --------  --------  ---------  --------  --------  -------- 
 (Loss)/earnings 
  per B Share       (8.90)p     6.26p    (2.64)p   (2.88)p    11.09p     8.21p 
-----------------  --------  --------  ---------  --------  --------  -------- 
 
 
                                       For the       For the       For the 
                                    year ended    year ended    year ended 
                                       30 June       30 June       30 June 
 D SHARE                                  2011          2011          2011 
                                       Revenue       Capital         Total 
                                       GBP'000       GBP'000       GBP'000 
 (Losses) on investments 
  designated 
  at fair value through 
  profit or loss                             -      (11)              (11) 
 Investment income                         115             -           115 
 Investment management 
  fees                                    (43)          (43)          (86) 
 Other expenses                          (106)             -         (106) 
--------------------------------  ------------  ------------  ------------ 
 (Loss) on ordinary activities 
  before taxation                         (34)          (54)          (88) 
 Taxation                                 (11)             -          (11) 
--------------------------------  ------------  ------------  ------------ 
 (Loss) and total comprehensive 
  income attributable to 
  shareholders                            (45)          (54)          (99) 
--------------------------------  ------------  ------------  ------------ 
 (Loss) per D Share                    (0.27)p       (0.33)p       (0.60)p 
--------------------------------  ------------  ------------  ------------ 
 

STATEMENTS OF FINANCIAL POSITION

30 June 2011

 
                                     Company*    A Share    B Share    Company 
                                      30 June    30 June    30 June    30 June 
                                         2011       2010       2010       2010 
                             Notes    GBP'000    GBP'000    GBP'000    GBP'000 
 Non-current assets 
--------------------------  ------  ---------  ---------  ---------  --------- 
 Investments designated 
  at fair value through 
  profit or loss                 8     12,877        869      3,243      4,112 
--------------------------  ------  ---------  ---------  ---------  --------- 
 Current assets 
 Sales for future 
  settlement                              123          -         22         22 
 Other receivables                         90         10         13         23 
 Cash and cash equivalents                297        275        502        777 
--------------------------  ------  ---------  ---------  ---------  --------- 
                                          510        285        537        822 
 Total assets                          13,387      1,154      3,780      4,934 
 Current liabilities: 
 Other payables                            87         69        124        193 
--------------------------  ------  ---------  ---------  ---------  --------- 
                                           87         69        124        193 
--------------------------  ------  ---------  ---------  ---------  --------- 
 Total assets less current 
  liabilities                          13,300      1,085      3,656      4,741 
--------------------------  ------  ---------  ---------  ---------  --------- 
 Capital and reserves 
 attributable to 
 shareholders 
 Share capital and share 
  premium                        9     13,399     14,060      1,820     15,880 
 Capital reserve                10       (54)   (12,551)      2,108   (10,443) 
 Revenue reserve                         (45)      (424)      (272)      (696) 
--------------------------  ------  ---------  ---------  --------- 
 Total shareholders' 
  funds                                13,300      1,085      3,656      4,741 
--------------------------  ------  ---------  ---------  ---------  --------- 
 Net assets per Share           11     96.17p     45.57p    110.53p        n/a 
 

* As at 30 June 2011, the Company's net assets were solely attributable to the D Shares. The final redemption of the A Shares was completed on 30 December 2010 when all attributable assets were returned to A Shareholders and all the outstanding A Shares were redeemed. The final redemption of the B Shares was completed on 31 March 2011 when all attributable assets were returned to B Shareholders and the outstanding B Shares were redeemed.

STATEMENTS OF CHANGES IN SHAREHOLDERS' FUNDS

 
                                Share premium    Capital    Revenue 
 COMPANY                              account    Reserve    reserve      Total 
                                      GBP,000    GBP,000    GBP,000    GBP,000 
 For the year ended 30 June 
  2010 
 Opening shareholders' funds           29,380   (12,526)      (207)     16,647 
 Purchases and redemptions of 
  shares                             (13,500)          -          -   (13,500) 
 Profit/(loss) for the year                 -      2,083      (489)      1,594 
-----------------------------  --------------  ---------  ---------  --------- 
 Closing shareholders' funds 
  as at 30 June 2010                   15,880   (10,443)      (696)      4,741 
 
 For the year ended 30 June 
  2011 
 Issue of shares                       16,424          -          -     16,424 
 Share issue expenses                   (525)          -          -      (525) 
 Purchases and redemptions of 
  shares                              (5,183)    (1,774)          -    (6,957) 
 (Loss) for the year                        -       (97)      (286)      (383) 
 Balance on reserves released 
  on final redemption of A 
  Shares and B Shares                (13,197)     12,260        937          - 
-----------------------------  --------------  ---------  ---------  --------- 
 Closing shareholders' funds 
  as at 30 June 2011                   13,399       (54)       (45)     13,300 
-----------------------------  --------------  ---------  ---------  --------- 
 
 
                                 Share premium    Capital    Revenue 
 A SHARE                               account    Reserve    reserve     Total 
                                       GBP,000    GBP,000    GBP,000   GBP,000 
 For the year ended 30 June 
  2010 
 Opening shareholders' funds            19,260   (13,717)      (173)     5,370 
 Purchases and redemptions of 
  shares                               (5,200)          -          -   (5,200) 
 Profit/(loss) for the year                  -      1,166      (251)       915 
------------------------------  --------------  ---------  ---------  -------- 
 Closing shareholders' funds 
  as at 30 June 2010                    14,060   (12,551)      (424)     1,085 
 
 For the year ended 30 June 
  2011 
 Purchases and redemption of 
  shares                                 (863)          -          -     (863) 
 (Loss) for the year                         -      (190)       (32)     (222) 
 Balance on reserves released 
  on final redemption of A 
  Shares                              (13,197)     12,741        456         - 
------------------------------  --------------  ---------  ---------  -------- 
 Closing shareholders' funds                 -          -          -         - 
  as at 30 June 2011 
------------------------------  --------------  ---------  ---------  -------- 
 
 
                                 Share premium    Capital    Revenue 
 B SHARE                               account    Reserve    reserve     Total 
                                       GBP,000    GBP,000    GBP,000   GBP,000 
 For the year ended 30 June 
  2010 
 Opening shareholders' funds            10,120      1,191       (34)    11,277 
 Purchases and redemptions of 
  shares                               (8,300)          -          -   (8,300) 
 Profit/(loss) for the year                  -        917      (238)       679 
------------------------------  --------------  ---------  ---------  -------- 
 Closing shareholders' funds 
  as at 30 June 2010                     1,820      2,108      (272)     3,656 
 
 For the year ended 30 June 
  2011 
 Purchases and redemptions of 
  shares                               (1,820)    (1,774)          -   (3,594) 
 Profit/(loss) for the year                  -        147      (209)      (62) 
 Balance on reserves released 
  on final redemption of B 
  Shares                                     -      (481)        481         - 
------------------------------  --------------  ---------  ---------  -------- 
 Closing shareholders' funds                 -          -          -         - 
  as at 30 June 2011 
------------------------------  --------------  ---------  ---------  -------- 
 
 
                                 Share premium    Capital    Revenue 
 D SHARE                               account    Reserve    reserve     Total 
                                       GBP,000    GBP,000    GBP,000   GBP,000 
 For the period from 24 
 February 2011 to 30 June 
 2011 
 Issue of shares                        16,424          -          -    16,424 
 Share issue expenses                    (525)          -          -     (525) 
 Purchases and redemption of 
  shares                               (2,500)          -          -   (2,500) 
 (Loss) for the period                       -       (54)       (45)      (99) 
------------------------------  --------------  ---------  ---------  -------- 
 Closing shareholders' funds 
  as at 30 June 2011                    13,399       (54)       (45)    13,300 
------------------------------  --------------  ---------  ---------  -------- 
 

STATEMENTS OF CASH FLOWS

For the year ended 30 June 2011

 
                                For the   For the   For the   For the   For the   For the    For the 
                                   year      year      year      year      year      year       year 
                                  ended     ended     ended     ended     ended     ended      ended 
                                30 June   30 June   30 June   30 June   30 June   30 June    30 June 
                                   2011      2011      2011      2011      2010      2010       2010 
                                      A         B         D                   A         B 
                        Notes    Shares    Shares    Shares   Company    Shares    Shares    Company 
                                GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000    GBP'000 
 
 Operating activities 
 Cash inflow from 
  investment income 
  and interest                       27         6        36        69        70        96        166 
 Cash outflow from 
  management and 
  other expenses                  (121)     (379)     (130)     (630)     (448)     (508)      (956) 
 Cash inflow from 
  disposal of 
  investments                       682     3,465     3,414     7,561     5,539     8,872     14,411 
 
 
 Net cash inflow from 
  operating 
  activities               12       588     3,092     3,320     7,000     5,161     8,460     13,621 
---------------------  ------  --------  --------  --------  --------  --------  --------  --------- 
 
 
 
 Financing 
 Expenses of issue 
  of share capital                    -         -     (523)     (523)         -         -          - 
 Payments to purchase 
  own shares                      (863)   (3,594)   (2,500)   (6,957)   (5,200)   (8,300)   (13,500) 
---------------------  ------  --------  --------  --------  --------            --------  --------- 
 Net cash outflow 
  from financing 
  activities                      (863)   (3,594)   (3,023)   (7,480)   (5,200)   (8,300)   (13,500) 
---------------------  ------  --------  --------  --------  --------  --------  --------  --------- 
 
 (Decrease)/increase 
  in cash and cash 
  equivalents                     (275)     (502)       297     (480)      (39)       160        121 
---------------------  ------  --------  --------  --------  --------  --------  --------  --------- 
 
 Opening balance                    275       502         -       777       314       342        656 
 Cash flow                        (275)     (502)       297     (480)      (39)       160        121 
 Closing balance                      -         -       297       297       275       502        777 
 
 

NOTES

1. Status

The Company is a closed-ended investment company incorporated and resident in Guernsey.

2. Basis of Accounting

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, which comprise standards and interpretations approved by the IASB and International Accounting Standards and Standing Interpretations Committee interpretations approved by the IASC that remain in effect at the date of this document. The financial statements are presented in accordance with IAS 1 Presentation of Financial Statements (Revised 2007). The Company has elected to present the 'Statements of Comprehensive Income' as one statement.

Under IFRS, the Statement of Recommended Practice (SORP) issued by the Association of Investment Companies in January 2009 has no formal status, but the Company has taken the guidance of the SORP and information contained in the Company's Admission Document into account to the extent that is appropriate and compatible with IFRS as adopted by the European Union.

3. Investments

As the Company's business is investing in financial assets with a view to profiting from their total return in the form of increases in fair value, financial assets are designated as fair value through profit or loss on initial recognition in accordance with IAS 39. At this time, fair value is the consideration given, excluding material transaction or other dealing costs associated with the investment.

After initial recognition such investments are valued at fair value. For quoted investments this is established by reference to market bid price. The valuation of suspended or delisted securities requires significant judgement. Suspended or delisted securities are valued at directors' best estimate of fair value after taking into account conditions that led to that investment's suspension or delisting and in particular the financial health and business outlook for the investee company concerned. Investments are derecognised when realised. Gains or losses are recognised in the capital column of the Statements of Comprehensive Income. All purchases and sales of investments are accounted for on a trade date basis.

4. Investment management fees

One half of the basic and capital return investment management fee is allocated to the capital column of the Statements of Comprehensive Income. The entirety of the equity appreciation fee is allocated to the capital column of the Statements of Comprehensive Income.

5. Going concern

The directors have adopted the going concern basis in preparing the accounts. The following is a summary of the directors' assessment of the going concern status of the Company:

The directors have considered the Company's working capital position including its cash levels and the liquidity of its investments and following that consideration have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

6. Redemptions

i. Pro rata redemptions of A Shares

 
 Date           Number of          Price per 
                 shares redeemed    share 
-------------  -----------------  ---------- 
 30 December    2,380,891          36.2278p 
  2010 
 30 June 2010   5,502,959          45.43p 
 30 December    4,7745,23          56.55p 
  2009 
 30 June 2009   4,509,837          42.13p 
 31 December    8,356,533          43.08p 
  2008 
 

ii. Pro rata redemption of B Shares

 
 Date            Number of          Price per 
                  shares redeemed    share 
--------------  -----------------  ---------- 
 31 March 2011   418,858            94.0853p 
 30 December     2,888,862          110.77p 
  2010 
 30 June 2010    2,554,972          109.59p 
 30 December     4,814,839          114.23p 
  2009 
 30 June 2009    2,283,313          105.11p 
 

iii. Pro rata redemption of D Shares

 
 Date           Number of          Price per 
                 shares redeemed    share 
-------------  -----------------  ---------- 
 30 June 2011   2,594,422          96.36p 
 

7. Net assets per Share

The figure for net assets per D Share is based on GBP13,300,000 divided by 13,829,950D Shares in issue at the year end.

8. Earnings/(loss) per Share

A Shares

Loss per A Share is based on the loss of GBP222,000 (2010: profit GBP915,000) attributable to the weighted average of 2,367,951 (2010: 10,262,575) A Shares of no par value in issue during the year ended 30 June 2011.

Supplementary information is provided as follows: revenue earnings per A Share is based on the revenue loss of GBP32,000 (2010: loss GBP251,000) and capital loss per A Share is based on the net capital loss of GBP190,000 (2010: loss GBP1,166,000) attributable to 2,367,951 (2010: 10,262,575) A Shares of no par value.

B Shares

Loss per B Share is based on the loss of GBP62,000 (2010: profit GBP679,000) attributable to the weighted average of 2,348,280 (2010: 8,269,707) B Shares of no par value in issue during the year ended 30 June 2011.

Supplementary information is provided as follows: revenue loss per B Share is based on the revenue loss of GBP209,000, (2010: loss GBP238,000) and capital loss per B Share is based on the net capital profit of GBP147,000 (2010: profit GBP917,000) attributable to 2,348,280 (2010: 8,269,707) B Shares of no par value.

D Shares

Loss per D Share is based on the loss of GBP99,000 attributable to the weighted average of 16,370,089 D Shares of no par value in issue from the issue of the D Shares to 30 June 2011.

Supplementary information is provided as follows: revenue loss per D Share is based on the revenue loss of GBP45,000 and capital loss per D Share is based on the net capital loss of GBP54,000 attributable to 16,370,089 D Shares of no par value.

9. Annual report

The annual report was approved by the Board of directors on 21 September 2011. The information in this announcement has been extracted from the annual report on which the Company's auditors have given an unqualified report. The annual report will be available on the Company's website www.brookwelllimited.com and will be sent to shareholders. It will also be available from the registered office of Company and the UK administration agent.

REGISTERED OFFICE

11 New Street

St Peter Port

Guernsey

GY1 2PF

UK ADMINISTRATION AGENT

Cavendish Administration Limited

145-157 St John Street

London

EC1V 4RU

For further information please contact:

Brookwell Limited

Tom Lancaster-King Tel: 01481 726 034

Progressive AIM Realisation Limited (Investment manager)

Robert Legget Tel: 020 7566 5550

Deloitte Corporate Finance (Nominated adviser)

Jonathan Hinton / James Lewis Tel: 020 7936 3000

Marshall Securities Limited (Broker)

John Webb Tel: 020 7490 3788

Website: www.brookwelllimited.com

21 September 2011

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

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