Schedule 1 Update - Brookwell Limited
17 Febrero 2009 - 4:59AM
UK Regulatory
TIDMBKW
RNS Number : 4393N
AIM
17 February 2009
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| 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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| |
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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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| 1 Le Marchant Street, St Peter Port, Guernsey, GY1 4HP |
| |
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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 Shares, which have been |
| renamed "A Shares" pursuant to the EGM of the Company held on 29 January |
| 2009, were admitted to trading on AIM in two tranches, the first on 26 |
| June 2008 and the second on 17 July 2008. 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 "B Shares". The |
| Qualifying Securities, added to the existing assets of the Company, would |
| provide a broader base from which to recover certain costs of the Company, |
| thereby potentially enhancing the NAV per A Share. |
| 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 B Shares, pursuant to the Placing, at a |
| price of 100p per Share. The Placing will take the form of an Initial |
| Placing, which closed on 9 February 2009, and a Supplemental Placing, |
| which is expected to close on 27 February 2009. 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 B Class Fund, |
| details of which are set out in the admission document. The Company may |
| acquire AIM Securities and Listed 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 B 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. |
| At an EGM of the Company, held on 29 January 2009, Existing Shareholders |
| passed a resolution to adopt the Amended Articles which provide, inter |
| alia, for the implementation of a class fund structure which is described |
| further below. |
| The assets of the Company immediately prior to the Placing (and any income |
| arising from, and the proceeds from realisation of, such assets) will be |
| attributed to a Class Fund (the A 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 B 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 B Class Fund. |
| Following the Placing PARL will perform an evaluation of the Company's B |
| 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. |
| |
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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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| 12,372,932 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: GBP12.4 million |
| Anticipated market capitalisation of the B Shares (at the placing price): |
| GBP12.4 million |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| A Shares: 32.96 per cent. |
| B Shares: 66.20 per cent. |
| |
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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. A Shares |
| Artemis Investment Management Limited |
| 19.62% |
| East Riding of Yorkshire County Council |
| 13.34% |
| Cazenove Capital Management Limited |
| 9.82% |
| Fidelity Investment Services Limited |
| 8.95% |
| Aberdeen Asset Management Limited |
| 8.93% |
| Universities Superannuation Scheme Limited |
| 7.23% |
| INVESCO Asset Management Limited |
| 6.04% |
| Guinness Peat Group PLC |
| 4.10% |
| Noble Fund Managers Limited |
| 3.29% |
| J O Hambro Capital Management Limited |
| 3.12% |
| 2. B Shares |
| No B Shares are in issue at the date of this announcement. |
| Following admission: |
| 1.A Shares |
| |
| Artemis Investment Management Limited |
| 19.62% |
| East Riding of Yorkshire County Council |
| 13.34% |
| Cazenove Capital Management Limited |
| 9.82% |
| Fidelity Investment Services Limited |
| 8.95% |
| Aberdeen Asset Management Limited |
| 8.93% |
| Universities Superannuation Scheme Limited |
| 7.23% |
| INVESCO Asset Management Limited |
| 6.04% |
| Guinness Peat Group PLC |
| 4.10% |
| Noble Fund Managers Limited |
| 3.29% |
| J O Hambro Capital Management Limited |
| 3.12% |
| 2. B Shares |
| Allianz Insurance PLC |
| 31.42% |
| Cazenove Capital Management Limited |
| 24.29% |
| Fidelity Investment Services Ltd |
| 10.49% |
| Schroder Investment Management Ltd |
| 9.83% |
| Artemis Investment Management Limited |
| 9.41% |
| Universities Superannuation Scheme Limited |
| 4.73% |
| |
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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 May 2008 |
| (iii) Interim accounts to 31 December 2008 by 31 March 2009 |
| Annual accounts to 30 June 2009 by 31 December 2009 |
| Interim accounts to 31 December 2009 by 31 March 2010 |
| |
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| EXPECTED ADMISSION DATE: |
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| 19 February 2009 |
| |
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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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| 17 February 2009 |
| |
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| NEW/ UPDATE: |
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| UPDATE |
| |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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