Bramdean Alternatives Limited EGM requisition


 

TIDMBRAL 
 
RNS Number : 5647T 
Bramdean Alternatives Limited 
09 June 2009 
 

RNS Number : 6856S 
Bramdean Alternatives Limited 
9 June 2009 
 
Bramdean Alternatives Limited EGM requisition 
 
 
Bramdean Alternatives Limited (the "Company") 
 
On 30 April 2009 the Company announced that it had received an approach which 
may or may not lead to an offer being made for its entire issued share capital. 
In the circular posted to shareholders dated 21 May 2009 (the "Circular") the 
Board indicated that it was continuing to give this approach detailed 
consideration and that the potential bidder has been conducting its due 
diligence. 
 
 
The Company has today posted a letter to shareholders further to the Circular in 
which the Board stated that the identity of the potential bidder would be 
disclosed by no later than close of business on 9 June 2009. 
 
 
The Company confirms that the approach has been made by Petersfield Asset 
Management Limited. Petersfield Asset Management Limited is a company recently 
incorporated in England and Wales which is currently beneficially owned by 
Nicola Horlick. 
 
 
The initial approach was made on 17 March 2009 by Nicola Horlick. Nicola Horlick 
is Chief Executive Officer of Bramdean Asset Management LLP. 
 
 
In accordance with Listing Rule 9.6.3, copies of the letter have today been sent 
to the Document Viewing Facility, the Financial Services Authority, 25 The North 
Colonnade, London E14 5HS. 
 
 
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 90,715,319 
such shares in issue; and 
 
 ii. US Dollar participating shares of no par value, of which  there are 
78,573,876 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 261,764,391. 
 
 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 
 
 
 
 
Bell Pottinger Corporate & Financial 
David Rydell/Olly Scott 0207 861 3232 
 
 
 
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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