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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Brookwell A | LSE:BKW | London | Ordinary Share | GG00B522G992 | PART RED PREF SHS NPV A |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 34.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
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TIDMBKW TIDMBKWB
RNS Number : 0512U
Brookwell Limited
07 October 2010
BROOKWELL LIMITED
Announcement of results for the year ended 30 June 2010
HIGHLIGHTS
+------------------------------------+-------------+-------------+
| | A Shares | B Shares |
+------------------------------------+-------------+-------------+
| Amount raised in placing | GBP25.5m | GBP13.0m |
| | | |
+------------------------------------+-------------+-------------+
| Amount returned to shareholders in | GBP5.2m | GBP8.3m |
| the year to 30 June 2010 | | |
+------------------------------------+-------------+-------------+
| Amount returned to shareholders in | GBP10.7m | GBP10.7m |
| the period from admission of | | |
| shares to trading on AIM | | |
| ("Admission")* to 30 June 2010 | | |
+------------------------------------+-------------+-------------+
| Number of securities acquired in | 84 | 62 |
| the placing* | | |
| | | |
+------------------------------------+-------------+-------------+
| Number of securities at 30 June | 4 | 12 |
| 2010 | | |
| | | |
+------------------------------------+-------------+-------------+
| Net asset value per Share at | 97.00p | 96.60p |
| Admission** | | |
| | | |
+------------------------------------+-------------+-------------+
| Net asset value per Share at 30 | 45.57p | 110.53p |
| June 2010 | | |
| | | |
+------------------------------------+-------------+-------------+
| Weighted average net asset | 46.17p | 110.76p |
| value*** at 30 June 2010 | | |
| | | |
+------------------------------------+-------------+-------------+
* The A Shares were admitted to trading on AIM on 26 June 2008 and the B Shares
were admitted to trading on AIM on 19 February 2009.
** after share issue expenses
*** net assets and cash returned to shareholders
shares issued in placing
CHAIRMAN'S STATEMENT
The Investment Manager of the two funds within Brookwell Limited ("Brookwell" or
"the Company") has completed a successful year maintaining a healthy pace of
realisation and, in accordance with the Company's objective, returning GBP13.5
million to shareholders.
On 30 December 2009, the Company returned GBP2.7 million to A Shareholders,
with a pro-rata redemption of 4,774,523 A Shares at a price of 56.6p per share,
and on 30 June 2010 a further GBP2.5 million was returned to its A Shareholders
through the pro-rata redemption of 5,502,959 A Shares at a price of 45.4p. This
means that, to date, GBP10.7 million has been returned, representing in
aggregate approximately 42 per cent of the placing value of the issued A Shares.
The net asset value ('NAV') per A Share, as at 30 June 2010, was 45.6p and
the number of holdings had been reduced to 4 from 25 at 30 June 2009.
Subsequently the NAV per A Share at 1 October 2010 was 38.2p and the number of
holdings has remained the same. Despite the recent deteriorating market
conditions, progress has continued and the A Share class fund held cash of
GBP0.2 million on that date.
On 30 December 2009, GBP5.5 million was returned to B shareholders through
the pro-rata redemption of 4,814,839 B Shares at a price of 114.2p per B share;
and on 30 June 2010 a further GBP2.8 million was returned to B Shareholders
through the pro-rata redemption of 2,554,972 B Shares at the price of 109.6p per
B Share. This means that GBP10.7 million has been returned to date, representing
approximately 82 per cent of the placing value of the issued B Shares. The NAV
per B Share at 30 June 2010 was 110.5p and the number of holdings had been
reduced from 36 to 12. Subsequently, the NAV at 1 October 2010 was 115.3p and
the number of holdings was further reduced to 6. The B Share class fund held
cash and receivables of GBP2.8 million, on that date.
The next pro-rata redemptions for the A Shares and B Share are scheduled
for the end of December 2010.
Further details on disposals of the respective A Share and B Share portfolios
are provided in the Investment Manager's report. Portfolio concentration tends
to occur at this stage in the life of most work-out funds and Brookwell is no
exception to this rule. Summary profiles of the key holdings are given in the
Investment Manager's report.
I am pleased to note that since the year end the Company has disposed of six
holdings in the B Share portfolio including the three largest. The aggregate
disposal proceeds from these holdings exceeded the aggregate carrying value at
the year end. Moreover, based on the successful realisation programme so far,
the directors and the Investment Manager are considering the appropriateness of
launching a new class fund.
Continued economic uncertainty suggests that many of the investee companies will
face further commercial challenges. However, I remain confident that the
Investment Manager will continue to identify and exploit opportunities to
extract liquidity and value wherever possible.
The AGM will be held at the offices of Legis Corporate Services Limited, Valley
House, Hirzel Street, St Peter Port, Guernsey at 11.00 a.m. on 7 December 2010.
Christopher Clark
7 October 2010
INVESTMENT MANAGER'S REPORT
Brookwell was launched in June 2008 with one class of shares. Following
approval at the Extraordinary General meeting held on the 29 January 2009, the
shares issued at launch were re-designated as A Shares and B Shares were issued
pursuant to a placing.
As with our previous work-out companies, we have sought to use a variety of
methods to realise the Company's holdings. Last year we flagged the increasing
difficulty we were experiencing in finding corporate solutions to the Company's
more challenging investments. This trend has continued despite a bounce in UK
equity indices during the year under review. Bank lending remains difficult and
expensive for UK smaller companies. In addition, whilst the AIM market has
rallied in line with broader UK equity indices, it is clear from the steady flow
of company delistings that the AIM market is still going through a period of
re-adjustment. In fact, over the last three years the number of companies on
AIM has fallen by more than a quarter.
The rally since March 2009 has continued with the AIM All-Share Index ending the
year more than 70% above its nadir. However, the A and B portfolios have become
more concentrated as realisations occur and both stock and sector weightings
deviate significantly from the AIM All-Share Index.
Liquidity in the micro cap sector (sub GBP50m market cap), which dominates both
portfolios, remains very difficult. Whilst global equity markets have rallied,
the general economic environment has remained uncertain. Many western economies
face very high, and in many cases, unsustainable budget deficits. Greece, in
particular, has attracted much attention in recent months, but the UK faces
similar challenges. In the run up to the general election the three major
parties were reluctant to flag the scale of the inevitable spending cuts/tax
rises. Now the election is out of the way, the new coalition government has
started the slow and painful process of devising a programme to bring the budget
deficit down to more prudent levels. The debate about the UK's ability to
weather spending cuts without de-railing the economic recovery continues and the
risk of a "double-dip" recession remains. Only a few months ago the US Federal
Reserve appeared to be tilting towards tightening monetary policy on the back of
an improving economy but with signs that growth maybe slowing again the
crisis-era monetary policy remains firmly in place.
The Bank of England's August Inflation Report saw not only a reduction, as
expected, in its economic growth forecasts, but also a warning that inflation
was likely to stay higher for longer. The report highlighted the lack of bank
lending and the impact this was likely to have on growth. All this suggests
that the UK economy will struggle to deliver normal economic growth and the
future still remains highly uncertain.
A Share portfolio
From an initial portfolio of 84, the A portfolio had been reduced to just 25
stocks at the start of the financial year. Further progress has been made over
the year, with the number of holdings reduced to just four, one of which has
been written down to zero. The most significant disposal during the year was
Claimar Care Group which, as described in last year's annual accounts, was
subject to a highly satisfactory cash takeover in the first half of the
Company's financial year.
Inevitably, a number of investee companies have struggled as a result of both
the difficult UK domestic economy and the challenges facing the UK banking
sector. During the year, only one investment, Entelos, was delisted. This was
written down to zero. In the previous period Synarbor delisted, and because we
believed the business had some intrinsic value, we continued to value the
investment at an amount equal to its pre-delisting share price. We are pleased
to report that we managed to realise this investment at premium to this
valuation.
The portfolio has inevitably become more concentrated, with only three holdings
representing 100% of the aggregate value of GBP0.9m. These companies are
described below:
Hotel Corporation: an owner, not an operator, of UK hotels which successfully
renegotiated its bank facilities and raised GBP20 million of new equity;
Shieldtech: this company is a specialist in homeland security, providing body
armour, mainly to UK police forces and the Ministry of Defence;
Rotala: the company operates bus, coach and transport services in the UK,
focusing on local passenger transport with a strong presence in both the West
Midlands and the South West (Bristol and Bath).
Every opportunity is being considered to realise value from these final
investments and the fund remains on track to meet, if not exceed, its original
expected timetable. As highlighted last year, the NAV of the A Shares has been
impacted by the difficulties experienced by the AIM market since launch, rather
than issues specific to Brookwell.
B Share portfolio
At the end of March 2009 the B portfolio was established with an initial 62
investments, which had been reduced to 36 by the end of June 2009. Over the
Company's year a further 24 holdings have been sold taking the portfolio down to
just 12 investments.
During the year the B portfolio benefited from an agreed bid for Medical House
and managed to exit the investment in Fusion IP on the back of a successful fund
raising. Elsewhere the fund had several investments, most notably IQE and
Patsystems, where continued good trading news enabled us to exit at a
substantial premium to book cost. In addition, the impressive turnaround at
Portrait Software attracted a cash bid for the company at a significant premium
to book cost, although we had been top-slicing the investment as the stock
responded to improving newsflow ahead of the bid.
During the year Hexagon, which was experiencing trading difficulties and bank
refinancing issues, delisted and was written down to zero.
As with the A portfolio, the continued reduction in the number of holdings has
resulted in a further concentration in the portfolio, with the top three
holdings accounting for over 58% of the aggregate value of GBP3.2m at 30 June
2010. Since the year end the Company has disposed of six further investments in
the B Share portfolio including those top three holdings leaving a balance of
six holdings. The aggregate disposal proceeds from the six holdings sold
exceeded the aggregate carrying value at year end.
Outlook
As outlined above the economic conditions remain uncertain and we continue to
assume liquidity in micro-caps will remain challenging. Despite this backdrop we
remain confident we have the right approach to deliver value and liquidity from
the remaining holdings.
Progressive AIM Realisation Limited
7 October 2010
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2010
+------------------------+-+---------+---------+---------+---------+----------+----------+
| COMPANY | | For | For | For | For | For | For |
| | | the | the | the | the | the | the |
| | | year | year | year | period | period | period |
| | | ended | ended | ended | from | from | from |
| | | 30 | 30 | 30 | 28 May | 28 May | 28 May |
| | | June | June | June | 2008 | 2008 | 2008 |
| | | 2010 | 2010 | 2010 | to 30 | to 30 | to 30 |
| | | | | | June | June | June |
| | | | | | 2009 | 2009 | 2009 |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| | | Revenue | Capital | Total | Revenue | Capital | Total |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| | | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Gains/(losses) on | | - | 2,402 | 2,402 | - | (12,253) | (12,253) |
| investments designated | | | | | | | |
| at fair value through | | | | | | | |
| profit or loss | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Investment income | | 129 | - | 129 | 302 | - | 302 |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Investment management | | (255) | (319) | (574) | (194) | (273) | (467) |
| fees | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Other expenses | | (352) | - | (352) | (315) | - | (315) |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| (Loss)/profit on | | (478) | 2,083 | 1,605 | (207) | (12,526) | (12,733) |
| ordinary activities | | | | | | | |
| before taxation | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Taxation | | (11) | - | (11) | - | - | - |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| (Loss)/profit | | (489) | 2,083 | 1,594 | (207) | (12,526) | (12,733) |
| attributable to | | | | | | | |
| shareholders | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| (Loss)/earnings per A | | (2.45)p | 11.36p | 8.91p | (0.81)p | (64.04)p | (64.85)p |
| Share | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| (Loss)/earnings per B | | (2.88)p | 11.09p | 8.21p | (0.26)p | 9.25p | 8.99p |
| Share | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
+------------------------+-+---------+---------+---------+---------+----------+----------+
| A SHARE | | For | For | For | For | For | For |
| | | the | the | the | the | the | the |
| | | year | year | year | period | period | period |
| | | ended | ended | ended | from | from | from |
| | | 30 | 30 | 30 | 28 May | 28 May | 28 May |
| | | June | June | June | 2008 | 2008 | 2008 |
| | | 2010 | 2010 | 2010 | to 30 | to 30 | to 30 |
| | | | | | June | June | June |
| | | | | | 2009 | 2009 | 2009 |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| | | Revenue | Capital | Total |Revenue | Capital | Total |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| | | GBP'000 | GBP'000 | GBP'000 |GBP'000 | GBP'000 | GBP'000 |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Gains/(losses) on | | - | 1,318 | 1,318 | - | (13,559) | (13,559) |
| investments designated | | | | | | | |
| at fair value through | | | | | | | |
| profit or loss | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Investment income | | 40 | - | 40 | 225 | - | 225 |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Investment management | | (152) | (152) | (304) | (158) | (158) | (316) |
| fees | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Other expenses | | (135) | - | (135) | (240) | - | (240) |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| (Loss)/profit on | | (247) | 1,166 | 919 | (173) | (13,717) | (13,890) |
| ordinary activities | | | | | | | |
| before taxation | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| Taxation | | (4) | - | (4) | - | - | - |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| (Loss)/profit | | (251) | 1,166 | 915 | (173) | (13,717) | (13,890) |
| attributable to | | | | | | | |
| shareholders | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| (Loss)/earnings per A | | (2.45)p | 11.36p | 8.91p | (0.81)p | (64.04)p | (64.85)p |
| Share | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
| | | | | | | | |
+------------------------+-+---------+---------+---------+---------+----------+----------+
+------------------------+-+---------+---------+---------+---------+---------+---------+
| B SHARE | | For | For | For | For | For | For |
| | | the | the | the | the | the | the |
| | | year | year | year | period | period | period |
| | | ended | ended | ended | from | from | from |
| | | 30 | 30 | 30 | 28 May | 28 May | 28 May |
| | | June | June | June | 2008 | 2008 | 2008 |
| | | 2010 | 2010 | 2010 | to 30 | to 30 | to 30 |
| | | | | | June | June | June |
| | | | | | 2009 | 2009 | 2009 |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| | | Revenue | Capital | Total |Revenue |Capital | Total |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| | | GBP'000 | GBP'000 | GBP'000 |GBP'000 |GBP'000 |GBP'000 |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| Gains/(losses) on | | - | 1,084 | 1,084 | - | 1,306 | 1,306 |
| investments designated | | | | | | | |
| at fair value through | | | | | | | |
| profit or loss | | | | | | | |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| Investment income | | 89 | - | 89 | 77 | - | 77 |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| Investment management | | (103) | (167) | (270) | (36) | (115) | (151) |
| fees | | | | | | | |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| Other expenses | | (217) | - | (217) | (75) | - | (75) |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| (Loss)/profit on | | (231) | 917 | 686 | (34) | 1,191 | 1,157 |
| ordinary activities | | | | | | | |
| before taxation | | | | | | | |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| Taxation | | (7) | - | (7) | - | - | - |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| (Loss)/profit | | (238) | 917 | 679 | (34) | 1,191 | 1,157 |
| attributable to | | | | | | | |
| shareholders | | | | | | | |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| | | | | | | | |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| (Loss)/earnings per B | | (2.88)p | 11.09p | 8.21p | (0.26)p | 9.25p | 8.99p |
| Share | | | | | | | |
+------------------------+-+---------+---------+---------+---------+---------+---------+
| | | | | | | | |
+------------------------+-+---------+---------+---------+---------+---------+---------+
The total column of this statement represents the Company's Comprehensive
Income, prepared under IFRS. The revenue and capital columns, including the
revenue and capital 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 commenced trading
on AIM on 26 June 2008. The B Shares were admitted to trading on AIM on 19
February 2009.
STATEMENTS OF FINANCIAL POSITION
30 June 2010
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| | | A | B | Company | A | B | Company |
| | | Share | Share | | Share | Share | |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| | | 30 | 30 | 30 | 30 | 30 | 30 |
| | | June | June | June | June | June | June |
| | | 2010 | 2010 | 2010 | 2009 | 2009 | 2009 |
| | | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
| | | | | | | | |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Non-current assets | | | | | | | |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Investments designated at fair | | 869 | 3,243 | 4,112 | 5,090 | 11,022 | 16,112 |
| value through profit and loss | | | | | | | |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Current assets | | | | | | | |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Sales for future settlement | | - | 22 | 22 | - | 31 | 31 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Other receivables | | 10 | 13 | 23 | 33 | 14 | 47 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Cash and cash equivalents | | 275 | 502 | 777 | 314 | 342 | 656 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| | | 285 | 537 | 822 | 347 | 387 | 734 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Total assets | | 1,154 | 3,780 | 4,934 | 5,437 | 11,409 | 16,846 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Current liabilities: | | | | | | | |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Other payables | | 69 | 124 | 193 | 67 | 132 | 199 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| | | 69 | 124 | 193 | 67 | 132 | 199 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Total | | 1,085 | 3,656 | 4,741 | 5,370 | 11,277 | 16,647 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Capital and reserves | | | | | | | |
| attributable to shareholders | | | | | | | |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Share capital and share premium | | 14,060 | 1,820 | 15,880 | 19,260 | 10,120 | 29,380 |
| | | | | | | | |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Capital reserve | | (12,551) | 2,108 | (10,443) | (13,717) | 1,191 | (12,526) |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Revenue reserve | | (424) | (272) | (696) | (173) | (34) | (207) |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Total shareholders' funds | | 1,085 | 3,656 | 4,741 | 5,370 | 11,277 | 16,647 |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
| Net assets per Share | | 45.57p | 110.53p | n/a | 42.42p | 105.61p | n/a |
+---------------------------------+----------+----------+---------+----------+----------+---------+----------+
STATEMENTS OF CHANGES IN SHAREHOLDERS' FUNDS
+------------------------------+-+------------+----------+---------+----------+
| COMPANY | | Share | Capital | Revenue | Total |
| | | premium | Reserve | reserve | |
| | | account | | | |
+------------------------------+-+------------+----------+---------+----------+
| | | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+------------------------------+-+------------+----------+---------+----------+
| For the period from 28 May | | | | | |
| 2008 to 30 June 2009 | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| Issue of shares | | 38,486 | - | - | 38,486 |
+------------------------------+-+------------+----------+---------+----------+
| Share issue expenses | | (1,206) | - | - | (1,206) |
+------------------------------+-+------------+----------+---------+----------+
| Purchases and redemption of | | (7,900) | - | - | (7,900) |
| shares | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| Loss for the period | | - | (12,526) | (207) | (12,733) |
+------------------------------+-+------------+----------+---------+----------+
| Closing shareholders' funds | | 29,380 | (12,526) | (207) | 16,647 |
| as at 30 June 2009 | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| For the year ended 30 June | | | | | |
| 2010 | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| Purchases and redemption of | | (13,500) | - | - | (13,500) |
| shares | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| Profit/(loss) for the year | | - | 2,083 | (489) | 1,594 |
+------------------------------+-+------------+----------+---------+----------+
| Closing shareholders' funds | | 15,880 | (10,443) | (696) | 4,741 |
| as at 30 June 2010 | | | | | |
+------------------------------+-+------------+----------+---------+----------+
+------------------------------+-+------------+----------+---------+----------+
| A SHARE | | Share | Capital | Revenue | Total |
| | | premium | Reserve | reserve | |
| | | account | | | |
+------------------------------+-+------------+----------+---------+----------+
| | | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+------------------------------+-+------------+----------+---------+----------+
| For the period from 28 May | | | | | |
| 2008 to 30 June 2009 | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| Issue of shares | | 25,525 | - | - | 25,525 |
+------------------------------+-+------------+----------+---------+----------+
| Share issue expenses | | (765) | - | - | (765) |
+------------------------------+-+------------+----------+---------+----------+
| Purchases and redemption of | | (5,500) | - | - | (5,500) |
| shares | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| Loss for the period | | - | (13,717) | (173) | (13,890) |
+------------------------------+-+------------+----------+---------+----------+
| Closing shareholders' funds | | 19,260 | (13,717) | (173) | 5,370 |
| as at 30 June 2009 | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| For the year ended 30 June | | | | | |
| 2010 | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| Purchases and redemption of | | (5,200) | - | - | (5,200) |
| shares | | | | | |
+------------------------------+-+------------+----------+---------+----------+
| Profit/(loss) for the year | | - | 1,166 | (251) | 915 |
+------------------------------+-+------------+----------+---------+----------+
| Closing shareholders' funds | | 14,060 | (12,551) | (424) | 1,085 |
| as at 30 June 2010 | | | | | |
+------------------------------+-+------------+----------+---------+----------+
+------------------------------+-+------------+----------+---------+---------+
| B SHARE | | Share | Capital | Revenue | Total |
| | | premium | Reserve | reserve | |
| | | account | | | |
+------------------------------+-+------------+----------+---------+---------+
| | | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+------------------------------+-+------------+----------+---------+---------+
| For the period from 28 May | | | | | |
| 2008 to 30 June 2009 | | | | | |
+------------------------------+-+------------+----------+---------+---------+
| | | | | | |
+------------------------------+-+------------+----------+---------+---------+
| Issue of shares | | 12,961 | - | - | 12,961 |
+------------------------------+-+------------+----------+---------+---------+
| Share issue expenses | | (441) | - | - | (441) |
+------------------------------+-+------------+----------+---------+---------+
| Purchases and redemption of | | (2,400) | - | - | (2,400) |
| shares | | | | | |
+------------------------------+-+------------+----------+---------+---------+
| Profit/(loss) for the period | | - | 1,191 | (34) | 1,157 |
+------------------------------+-+------------+----------+---------+---------+
| Closing shareholders' funds | | 10,120 | 1,191 | (34) | 11,277 |
| as at 30 June 2009 | | | | | |
+------------------------------+-+------------+----------+---------+---------+
| | | | | | |
+------------------------------+-+------------+----------+---------+---------+
| For the year ended 30 June | | | | | |
| 2010 | | | | | |
+------------------------------+-+------------+----------+---------+---------+
| | | | | | |
+------------------------------+-+------------+----------+---------+---------+
| Purchases and redemption of | | (8,300) | - | - | (8,300) |
| shares | | | | | |
+------------------------------+-+------------+----------+---------+---------+
| Profit/(loss) for the year | | - | 917 | (238) | 679 |
+------------------------------+-+------------+----------+---------+---------+
| Closing shareholders' funds | | 1,820 | 2,108 | (272) | 3,656 |
| as at 30 June 2010 | | | | | |
+------------------------------+-+------------+----------+---------+---------+
STATEMENTS OF CASH FLOWS
For the year ended 30 June 2010
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | For | For | For | For | For | For |
| | | the | the | the | the | the | the |
| | | year | year | year | period | period | period |
| | | ended | ended | ended | from | from | from |
| | | 30 | 30 | 30 | 28 May | 28 May | 28 May |
| | | June | June | June | 2008 | 2008 | 2008 |
| | | 2010 | 2010 | 2010 | to 30 | to 30 | to 30 |
| | | | | | June | June | June |
| | | | | | 2009 | 2009 | 2009 |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
| | | A | B | Company | A | B | Company |
| | | Shares | Shares | | Shares | Shares | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Operating activities | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Cash inflow from | | 70 | 96 | 166 | 195 | 69 | 264 |
| investment income and | | | | | | | |
| interest | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Cash outflow from | | (448) | (508) | (956) | (492) | (100) | (592) |
| management and other | | | | | | | |
| expenses | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Cash inflow from disposal | | 5,539 | 8,872 | 14,411 | 6,876 | 3,214 | 10,090 |
| of investments | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Net cash inflow from | | 5,161 | 8,460 | 13,621 | 6,579 | 3,183 | 9,762 |
| operating activities | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Financing | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Expenses of issue of share | | - | - | - | (765) | (441) | (1,206) |
| capital | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Payments to purchase own | | (5,200) | (8,300) | (13,500) | (5,500) | (2,400) | (7,900) |
| shares | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Net cash outflow from | | (5,200) | (8,300) | (13,500) | (6,265) | (2,841) | (9,106) |
| financing activities | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| (Decrease)/increase in | | (39) | 160 | 121 | 314 | 342 | 656 |
| cash and cash equivalents | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Opening balance | | 314 | 342 | 656 | - | - | - |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Cash flow | | (39) | 160 | 121 | 314 | 342 | 656 |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| Closing balance | | 275 | 502 | 777 | 314 | 342 | 656 |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
| | | | | | | | |
+----------------------------+---+---------+---------+----------+---------+---------+---------+
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:
Operational resources
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.
Life of the Company
At separate class meetings of each of the A Shareholders and the B Shareholders
to be held in the third quarter of 2011, Shareholders holding Shares of each
class will be invited to consider the future of the Class Fund attributed to the
relevant class of Shares and will be given an opportunity to initiate the
winding up of the relevant Class Fund by passing a resolution by simple majority
requesting the directors of the Company to wind up the relevant Class Fund. It
is possible that shareholders may vote to wind up either or both Class Funds
within 12 months of the date of this report. The directors believe that
preparing the accounts on an orderly realisation basis would not have resulted
in a material adjustment to these accounts and the balances therein. Having
regard to all circumstances, the directors consider it appropriate to continue
to prepare the accounts on a going concern basis until a proposal for
liquidation is made by the board or, if earlier, shareholders vote to wind up
both Class Funds or the Company.
6. Redemptions
i. Pro rata redemptions of A Shares
On 30 December 2009, 4,774,523 A Shares were redeemed at a price of 56.55p per
share. On 30 June 2010 5,502,959 A Shares were redeemed at a price of 45.43p per
share. These redemptions were effected pro rata to the number of A Shares held
by each holder at the time of redemption.
ii. Pro rata redemption of B Shares
On 30 December 2009, 4,814,839 B Shares were redeemed at a price of 114.23p per
share. On 30 June 2010 2,554,972 B Shares were redeemed at a price of 109.59p
per share.
7. Net assets per Share
The figure for net assets per A Share is based on GBP1,085,000 (2009:
GBP5,370,000) divided by 2,380,891 (2009: 12,658,373) A Shares in issue at the
year end.
The figure for net assets per B Share is based on GBP3,656,000 (2009:
GBP11,277,000) divided by 3,307,720 (2009: 10,677,531) B Shares in issue at the
year end.
8. Earnings/(loss) per Share
A Shares
Earnings per A Share is based on the profit of GBP915,000 (2009: loss
GBP13,890,000) attributable to the weighted average of 10,262,575 (2009:
21,419,910) A Shares of no par value in issue during the year ended 30 June
2010.
Supplementary information is provided as follows: revenue earnings per A Share
is based on the revenue loss of GBP251,000 (2009: loss GBP173,000) and capital
earnings per A Share is based on the net capital profit of GBP1,166,000 (2009:
loss GBP13,717,000) attributable to 10,262,575 (2009: 21,419,910) A Shares of no
par value.
B Shares
Earnings per B Share is based on the profit of GBP679,000 (2009: profit
GBP1,157,000) attributable to the weighted average of 8,269,707 (2009:
12,867,313) B Shares of no par value in issue during the year ended 30 June
2010.
Supplementary information is provided as follows: revenue loss per B Share is
based on the revenue loss of GBP238,000, (2009: loss GBP34,000) and capital
earnings per B Share is based on the net capital profit of GBP917,000
(2009:profit GBP1,191,000) attributable to 8,269,707 (2009: 12,867,313) B Shares
of no par value.
9. Annual report
The annual report was approved by the Board of directors on 7 October 2010. 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
1 Le Marchant Street
St Peter Port
Guernsey
GY1 4HP
UK ADMINISTRATION AGENT
Cavendish Administration Limited
145-157 St John Street
London
EC1V 4RU
For further information please contact:
Brookwell Limited
Hannah Girard Tel: 01481 726 034
Progressive AIM Realisation Limited (Investment manager)
Robert Legget / Ross Courtier 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
7 October 2010
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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