Schedule 1 update - Brookwell Limited (6364B)
February 22 2011 - 5:27AM
UK Regulatory
TIDMZZZZ TIDMBKWB
RNS Number : 6364B
AIM
22 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")
COMPANY NAME:
Brookwell Limited
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
11 New Street, St Peter Port, Guernsey, GY1 2PF
COUNTRY OF INCORPORATION:
Guernsey
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.brookwelllimited.com
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:
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.
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):
16,096,091 participating redeemable preference shares of no
par value
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
Fund raising: GBP16.1 million
Anticipated market capitalisation of the D Shares (at the placing
price): GBP16.1 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
B Shares: 63.19%
D Shares: 57.51%
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:
None
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):
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)
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):
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
Cazenove Capital Management Limited 16.55%
Octopus Asset Management Limited 15.81%
Teesside Pension Fund 14.43%
JP Morgan Asset Management Limited 10.73%
INVESCO Asset Management Limited 7.93%
Schroder Investment Management Limited 7.20%
Universities Superannuation Scheme
Limited 5.55%
Amati Global Investors 3.87%
El Oro Limited 3.77%
Maven Capital Partners UK LLP 3.32%
Gartmore Investment Limited 3.09%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
None
(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:
(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
EXPECTED ADMISSION DATE:
24 February 2011 and, in respect of the Supplemental Placing
(if any), mid March 2011
NAME AND ADDRESS OF NOMINATED ADVISER:
Deloitte Corporate Finance
Deloitte LLP
2 New Street Square
London EC4A 3BZ
NAME AND ADDRESS OF BROKER:
Marshall Securities Limited
145-157 St John Street
London EC1V 4RE
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:
Marshall Securities Limited
145-157 St John Street
London EC1V 4RE
And : www.brookwelllimited.com
DATE OF NOTIFICATION:
22 February 2011
NEW/ UPDATE:
UPDATE
This information is provided by RNS
The company news service from the London Stock Exchange
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