Voting Rights and Takeover Code


 

TIDMBRAL 
 
RNS Number : 0326S 
Bramdean Alternatives Limited 
11 May 2009 
 
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Bramdean Alternatives Limited 
Voting Rights and Takeover Code 
Bramdean Alternatives Limited ("the Company") 
 
Following consultation with the Panel Executive and announcements made by the 
Company on 30 April and 1 May 2009, the Company wishes to remind shareholders of 
the dealing disclosure requirements under the provisions of Rule 8.3 of the City 
Code on Takeovers and Mergers (the "Code") insofar as they apply to the Company. 
 
 
Under Rule 8.3, if any person is, or becomes, "interested" (directly or 
indirectly) in one per cent. or more of a class of "relevant securities" of a 
company listed on the Panel's Disclosure Table, 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. 
 
 
As was made clear in the Company's announcement of 30 April, the Company has in 
issue two classes of relevant security as follows: 
 
 
i)    Sterling participating shares of no par value, of which there are 
92,142,177 such shares




     in issue; and


 
 
ii)   US Dollar participating shares of no par value, of which there are 
76,116,060 such




     shares in issue.


Each Sterling share carries 2.0194 votes, and each US Dollar share carries one 
vote, at a general meeting of the Company. Accordingly, the total number of 
voting rights in the Company is 262,187,972. 
 
 
A person will be treated as being subject to Rule 8.3 if he is interested in one 
per cent. or more of the Sterling shares or one per cent. or more of the US 
Dollar shares and should disclose any dealings in either of such class of 
relevant security accordingly. 
 
 
Such disclosure should include: - 
 
 
  *  The number of US Dollar shares in which such person is interested and the 
  percentage such interest represents of the total number of US Dollar shares in 
  issue; and 
 
      B.   The number of Sterling shares in which such person is interested and 
the percentage




           such interest represents of the total number of


Sterling shares in issue; and 
 
 
       C. The total voting rights in the Company represented by the aggregate 
number of US Dollar




           and Sterling shares in which such person is


interested. 
 
 
Shareholders making such announcements should continue to use Form 8.3 albeit as 
amended for the above purposes. Form 8.3 can be found on the website of the 
Takeover Panel at www.thetakeoverpanel.org.uk/disclosure/disclosure-forms. If 
shareholders are in any doubt as to the revised disclosure requirements notified 
in this announcement they should contact the Market Surveillance Unit of the 
Takeover Panel. 
 
 
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 and for the purpose of 
the requirements above. 
 
 
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 and should be disclosed with the necessary changes having made. 
 
 
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. 
 
 
 
 
Enquiries 
 
 
The Takeover Panel - www.thetakeoverpanel.org.uk 
 
 
Cenkos Securities plc- Financial Adviser 
 
 
 Will Rogers / Dion Di Miceli 020 7397 1920 / 020 7397 1921 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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