19 Jun 2009 13:09
Details of changes in the Board of Bramdean Alternatives Limited (the "Company")
Further to the announcement made by the Company on 18 June 2009, in accordance with rules 9.6.11 and 9.6.13 of the Listing Rules of the UK Listing Authority, the Company announces that the following changes have been made to its Board of Directors:
Mr Brian Larcombe, Mr Ceasar Anquillare, Mr Michael Buckley and Mr David Moss have been removed as non-executive directors of the Company pursuant to a vote of shareholders at an extraordinary general meeting of the Company on 18 June 2009 (the "EGM"). Their removal took effect immediately following completion of the EGM.
Mr Jonathan Carr has been appointed as non-executive chairman of the Company. Mr David Copperwaite and Mr Mark Tucker have been appointed as non-executive directors of the Company. Each of these appointments was made pursuant to a vote of shareholders at the EGM and the appointments took effect immediately following completion of the EGM.
In the past five years Mr Carr has been a director of the following companies:
Current Directorships
Directors Dealing Investment Trust plc
Talisman 1st Venture Capital Trust plc
Galaxy Asset Management Limited
Past Directorships
Govett Enhanced Income Investment Trust plc
B.F.S Income & Growth Trust plc
Framlington 2nd Dual Trust plc
Income & Growth Trust plc
Premier Absolute Growth Investment Trust plc
Royal London U.K. Equity & Income Trust plc
In the past five years Mr Copperwaite has been a director of the following companies:
Present Directorships
Advanced AIM Value Realisation Company Limited
AnaCap Derby Co-Investment GP Limited
AnaCap FP GP Limited
AnaCap FP GP 11 Limited
Channel Islands Management Services Limited
CORESTATE General Partner Limited
Earlswood Limited
Edward Limited
Freshwater Limited
Global VIEW Investment Fund Limited
Lloyds TSB Global MultiFund Allocation SICAV
Lloyds TSB International Liquidity SICAV
Lloyds TSB International Portfolio SICAV
Porton Capital Technology
Premier China Opportunities Fund Limited
Premier Renewable Energy Fund Limited
SPG Private Investments Limited
SPG Public Investments Limited
The Carrousel Fund 11 Limited
The Central and Eastern European Fund Limited
The Thai Prime Fund Limited
Tumulus Limited
Past Directorships
Agricultural Commodities Trust Limited
C Cap Limited
CM Management Limited
Danube Property Investments Limited
Dara Capital Services Limited
Europa Limited
Investment Fund Services Limited
JAH Real Estate Funds SPC
Islands of Excellence Limited
Porton BioTech Fund 1
Smoothed Growth Funds SPC
Smoothed Growth Investment Management Limited
Structured Buy-Out Limited
The Euro Spain Fund Limited
The European Growth Fund Limited
The Portugal Property Fund Limited
The Vietnam Fund Limited
Valencia Limited
In the past five years Mr Tucker has not been a director of any publicly quoted companies.
Mr Carr does not have any unspent convictions in relation to indictable offences; has not been a director of any company which in the previous 12 months has been involved in any receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors; has not been a partner of any partnership which in the previous 12 months has been involved in any compulsory liquidations, administrations, receiverships or partnership voluntary arrangements; has not had any receiverships of any of his assets; and has not been the subject of any public criticisms by any statutory or regulatory authorities (including designated professional bodies) and has not been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.
Mr Carr does not currently hold any shares in the Company.
Mr Copperwaite does not have any unspent convictions in relation to indictable offences; has not been a director of any company which in the previous 12 months has been involved in any receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors; has not been a partner of any partnership which in the previous 12 months has been involved in any compulsory liquidations, administrations, receiverships or partnership voluntary arrangements; has not had any receiverships of any of his assets; and has not been the subject of any public criticisms by any statutory or regulatory authorities (including designated professional bodies) and has not been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.
Mr Copperwaite does not currently hold any shares in the Company.
Mr Tucker does not have any unspent convictions in relation to indictable offences; has not been a director of any company which in the previous 12 months has been involved in any receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors; has not been a partner of any partnership which in the previous 12 months has been involved in any compulsory liquidations, administrations, receiverships or partnership voluntary arrangements; has not had any receiverships of any of his assets; and has not been the subject of any public criticisms by any statutory or regulatory authorities (including designated professional bodies) and has not been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.
Mr Tucker does not currently hold any shares in the Company
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 <file://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 <file://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. EnquiriesBell Pottinger Corporate & Financial Tel. +44 (0) 20 7861 3232
David Rydell / Olly Scott RBC Offshore Fund Managers Limited Robin Amer 01481 744 000
ENDS