* Bramson seeks place on Electra board
* Has increased stake since failed attempt last year
* Electra says wants to retain its independence (Adds Sherborne response)
By Sinead Cruise and Emiliano Mellino
LONDON, Sept 18 (Reuters) - Rebel investor Edward Bramson ismaking a renewed attempt to shake up the management of ElectraPrivate Equity, less than a year after he lost ashareholder vote to join its board.
Electra said on Friday that Bramson's Sherborne Investors had requested a vote on proposals to appoint the NewYork-based activist and Sherborne nominee Ian Brindle, former UKchairman of PWC, to its six-member board.
The request reignites a long-running dispute between theowner of restaurant chain TGI Fridays and Park Resorts, and itslargest shareholder over issues of performance, governance andits relationship with Electra Partners, the firm contracted tomanage its investments.
Bramson attempted to secure a seat on the board lastOctober, but only around 11 percent of independent Electrainvestors backed his proposals.
Bramson had control of around 20 percent of Electra's sharesat that time but the veteran investor, who has already succeededin boosting shareholder returns at F&C Asset Management, hassince increased his stake to around 30 percent, promptingspeculation of a much tighter contest this time around.
Electra said that Bramson considered "a number of itsportfolio companies to be undervalued as a result of operationaldeficiencies" yet had so far failed to explain how he thoughtElectra could improve their performance.
For its part, Sherborne said it had had several meetings andexchanges to outline its ideas for increasing shareholder valuebut performance remained unimpressive.
ELECTRA OPPOSITION
Electra said its board unanimously opposed Bramson'sproposals and believed the interests of all investors were bestserved by a board that was wholly independent of anyshareholder.
"In our view this outweighs the argument that Sherborneshould have board representation simply because it is a largeshareholder," Electra said, quoting a letter signed by ChairmanRoger Yates which was sent to Bramson on August 12.
Yates also dismissed Bramson's claim that Electra needed "anoperating turnaround" either at the board level or withinindividual portfolio companies.
Shares in Electra were trading 0.3 percent higher at 1235GMT compared with a 1.4 percent fall in the FTSE All Shareindex.
Analysts at Jefferies had sympathy with Electra's resistanceto Bramson's proposals, given a lack of clarity over thedirection the new directors would seek to take the company andthe possible influence on its stalwart management team.
Electra's Managing Partner Hugh Mumford is due to mark his34th year in charge of the company's investment strategy laterthis month, and is Britain's longest-serving investment companymanager, according to the Association of Investment Companies.
"This uncertainty continues to weigh on Electra's discount,of currently 11 percent (to Net Asset Value)," Jefferies said ina note to clients.
"The 'low-hanging fruit' of improving Electra's capitalstructure, management fee, and distribution policy have now beenplucked and so the likely path of further action by a revisedBoard is much less clear."
Over 10 years, Electra has delivered a 210 percent totalreturn to shareholders, compared with a 79 percent return forthe FTSE All-share and 184 percent for the FTSE 250. (Additional reporting by Freya Berry; Editing by Simon Jessopand Keith Weir)
