21 May 2009 14:16
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 Shares 90,715,319
US$ Shares 78,573,876
Total Voting Rights in the Company 261,764,391
The expected timetable to Conversion is as follows:
| Conversion Date Ordinary Shareholder CREST or Euroclear accounts credited with new Shares (of the relevant class) | 22 May 2009 By 8.00am 22 May 2009 |
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:
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: -
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