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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Brookwell B | LSE:BKWB | London | Ordinary Share | GG00B4KG7S24 | PART RED PREF SHS NPV B |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 102.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
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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