Conversion of Securities


 

TIDMBRAL 
 
RNS Number : 6621S 
Bramdean Alternatives Limited 
21 May 2009 
 

Bramdean Alternatives Limited (the "Company") 
 
 
Conversion of Securities: Final Ratios and Total Voting Rights 
 
 
In respect of the 30 April 2009 Conversion Calculation Date and on the basis of 
the Net Asset Values of the Company's Ordinary Shares as at 30 April 2009 as 
previously announced (and using spot currency exchange rate of 1.4818 at 30 
April 2009), the Conversion Ratios, calculated in accordance with the Company's 
articles of association are as follows: 
 
 
+-----------------------------------------------------------------------+ 
| 1.7225 US$ Shares for every one GBP Share                             | 
|                                                                       | 
+-----------------------------------------------------------------------+ 
| 0.5805 GBP Shares for every one US$ Share                             | 
+-----------------------------------------------------------------------+ 
 
 
The following foreign exchange rate as at 30 April 2009 was used: 
 
 
USD / GBP  1.4818 
 
 
The Company has received Conversion Notices in respect of the April 2009 
conversion calculation date from holders owning 1,429,183 GBP Shares. These 
holders have elected to switch into U.S Dollar shares. In addition, holders 
owning 4,005 US$ Shares have elected to switch into GBP Shares. 
 
 
On the basis of the aggregate level of Conversion Notices received by the 
Company as previously announced, application has been made to the UK Listing 
Authority for 2,461,821 new U.S. Dollar Shares of no par value to be admitted to 
the Official List and for 2,325 new GBP Shares of no par value to be admitted to 
the Official List. Application has also been made for such Shares to be admitted 
to trading on the London Stock Exchange. It is expected that such admissions 
will be effective and that dealings in the new Shares will commence on 22 May 
2009. 
 
 
Accordingly, the Company's issued share capital with effect from 22 May 2009 
will be as follows: 
 
 
GBP Shares90,715,319 
 
 
US$ Shares78,573,876 
 
 
Total Voting Rights in the Company261,764,391 
 
 
 
 
The expected timetable to Conversion is as follows: 
 
 
+--------------------------------------------+----------------------------+ 
| Conversion Date                            |                22 May 2009 | 
| Ordinary Shareholder CREST or Euroclear    |      By 8.00am 22 May 2009 | 
| accounts credited with new Shares (of the  |                            | 
| relevant class)                            |                            | 
+--------------------------------------------+----------------------------+ 
 
 
Rule 2.10 Requirement 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the 
Company confirms that it currently has in issue 92,142,177 Sterling 
participating shares of no par value and 76,116,060 U.S. Dollar participating 
shares of no par value. 
 
The International Securities Identification Number for the Sterling shares is 
G00B1XCHB94 and for the U.S. Dollar shares is GG00B1XCLF11. 
 
 
Dealing Disclosure requirement:- 
 
 
Following the announcement made on 11 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: - 
 
 
A.   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 
 
 
RBC Offshore Fund Managers Limited 
Robin Amer 01481 744 000 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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