Notice of Extraordinary General Meeting


 

TIDMBRAL 
 
RNS Number : 6177R 
Bramdean Alternatives Limited 
01 May 2009 
 

1 May 2009 
Bramdean Alternatives Limited (the "Company") 
Notice of Extraordinary General Meeting 
The Company announces that pursuant to Section 203 of Guernsey (Companies Law) 
2008 a requisition has been received from Sinjul Nominees Limited, the 
registered holder of 73,200,431 Dollar Shares which are beneficially owned by 
Elsina Limited ("Elsina"), requiring the Directors to convene an extraordinary 
general meeting of the Company to consider the following resolutions: 
 
A. Brian Paul Larcombe be removed from the office of director of the Company. 
 
 
B. Jonathan Dodgson Carr be appointed to the office of director of the Company. 
 
 
C. Ceasar Nicholas Anquillare be removed from the office of director of the 
Company. 
 
 
D. David Sydney Copperwaite be appointed to the office of director of the 
Company. 
 
 
E. Malcolm Peter Speight Barton be removed from the office of director of the 
Company. 
 
 
F. Mark Richard Tucker be appointed to the office of director of the Company. 
 
 
G. Michael Donal Buckley be removed from the office of director of the Company. 
 
 
H. Nicholas David Moss be removed from the office of director of the Company. 
 
In a notice to the Company dated 30 April 2009, Elsina Limited, which is 
domiciled in the British Virgin Islands, states that Mr. Carr, Mr. Copperwaite 
and Mr. Tucker have been paid by Elsina. Elsina have requested that this notice 
is sent to the shareholders of the Company. 
 
 
As announced on 29 April, the Board has already instructed Cenkos Securities 
plc to conduct a strategic review of the options available to the Company . 
 
 
Further it has received an approach which may lead to an offer for the Company. 
 
 
The Board considers that it is in the best position to act in interests of 
Shareholders as a whole at this time given the status of this ongoing strategic 
review and the approach for the Company. 
 
 
The Board has, given current circumstances, reservations as to the ability of 
the new Directors proposed by Elsina to be able to independently consider the 
options available to the Company. 
 
 
The Board is preparing a circular convening an EGM of the Company to explain why 
shareholders should vote against the proposed resolutions put forward by Elsina. 
 
 
Enquiries:- 
 
 
Bell Pottinger Corporate & Financial 
 
 
David Rydell / Olly Scott 020 7861 3232 
 
 
Cenkos Securities plc - Financial Adviser 
 
 
Will Rogers / Dion Di Miceli 020 7397 1920 / 020 7397 1921 
 
 
This announcement will be published on the Company's website and will be sent to 
Shareholders. 
 
 
Dealing Disclosure Requirements:- 
 
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in 
one per cent. or more of any class of "relevant securities" of the Company, all 
"dealings" in any "relevant securities" of that company (including by means of 
an option in respect of, or a derivative referenced to, any such relevant 
securities) must be publicly disclosed by no later than 3.30pm (London time) on 
the London business day following the date of the relevant transaction. 
 
 
This requirement will continue until the date on which any offer becomes, or is 
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or 
on which the "offer period" otherwise ends. If two or more persons act together 
pursuant to an agreement or understanding, whether formal or informal, to 
acquire an "interest" in "relevant securities" of the Company, they will be 
deemed to be a single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of the Company by the Company or by the potential offeror, or by any 
of their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the UK Panel on Takeovers and Mergers' (the "Panel") 
website at www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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