21 May 2009 17:56
Bramdean Alternatives Limited EGM requisition
Bramdean Alternatives Limited (the "Company")
The Company has today issued a circular to shareholders in relation to the requisitioned EGM announced on 1 May 2009 which sets out the proposed resolutions and explains why the Board strongly recommends that holders of Shares ("Shareholders") vote against them at the EGM and provides Shareholders with the conclusions of the Board's ongoing strategic review of the Company.
Unless otherwise defined, terms used herein have the meaning given to them in the circular issued by the Company dated 21 May 2009 (the "Circular"). In accordance with Listing Rule 9.6.3, copies of the Circular have today been sent to the Document Viewing Facility, the Financial Services Authority, 25 The North Colonnade, London E14 5HS.
Introduction
We announced on 1 May 2009 that the Company had received a requisition to convene an extraordinary general meeting ("EGM") from Sinjul Nominees Limited, the holder of 73,200,432 US Dollar Shares (representing 27.9 per cent. of the Company's total voting rights as at the date of this announcement) which are beneficially owned by Elsina Limited ("Elsina"). Elsina is a company domiciled in the British Virgin Islands and is part of a corporate group structure ultimately controlled by The Tchenguiz Family Trust.
The Elsina proposals are to:
remove Brian Larcombe, the Chairman, Ceasar Anquillare, Michael Buckley and Nicholas Moss as directors of the Company (the "Board"); and
appoint Jonathan Carr, David Copperwaite and Mark Tucker as directors of the Company (the "Elsina Nominees").
A letter dated 30 April 2009 from Elsina (the "Elsina Letter") is set out in Appendix 2 of this announcement.
The Board believes that the key objective of Elsina and the Elsina Nominees is to realise the Company's investment portfolio as soon as possible.
This announcement sets out the Elsina proposals and explains why your Board strongly recommends that you vote against them at the EGM and provides holders of Shares ("Shareholders") with the conclusions of the Board's ongoing strategic review of the Company.
Why you should vote against the resolutions
1. We have significant reservations as to the ability of the Elsina Nominees to act independently of Elsina. They have been proposed, and as noted in the Elsina Letter (which has been posted to Shareholders and is copied below as an Appendix), already paid by Elsina (for considering being the Elsina Nominees) which we believe creates a significant conflict of interest. The duty of the Board is to act independently in the interests of all Shareholders. The Combined Code of Corporate Governance, which has been incorporated into the guidelines of the Association of British Insurers, states the following: -
"The board should identify in the annual report each non-executive director it considers to be independent. The board should determine whether the director is independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director's judgment. The board should state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination", including, inter alia, "if the director represents a significant shareholder."
Shareholders should also note that David Copperwaite, one of the Elsina Nominees, is a non executive director of Advance AIM Value Realisation Company Limited which is an investment company managed by Progressive AIM Realisation Limited, part of the Progressive group.
Progressive Asset Management Limited ("Progressive"), also part of the Progressive group, is a beneficial holder of Shares in the Company (which have been switched to the US Dollar class at the April 2009 switching date) and has indicated its support for Elsina in requisitioning the Company. Progressive is seeking a liquidation of the Company.
Given his position as a non executive director on the board of a company managed by the Progressive group we do not consider Mr. Copperwaite to be independent.
It is our view that if Elsina wishes to obtain control of your Company then it should make an offer for all of the issued share capital of the Company. Instead, we believe that Elsina is seeking to obtain control of the Company through its nominated board of directors.
As announced on 11 May 2009, Peter Barton offered his resignation as a non executive director of the Company which was accepted by the Board given his position as Chairman of Bramdean Asset Management LLP (the "Manager"). As such your Board is fully independent of the Manager.
2. The Elsina Letter shows that Elsina has misunderstood the Company's investment portfolio and in particular the level of the Company's overcommitment to underlying private equity funds and contains inaccuracies. See the section entitled "The Elsina Letter" below.
3. Elsina states in its letter that the role of the Elsina Nominees will be "limited in scope". The role of a director cannot be limited. At the current time the Board is considering an approach for the Company which may lead to an offer for its entire issued share capital and is preparing its final year end accounts. If the Elsina Nominees were to be appointed under a limited scope role, in our opinion they would not be able to meet their fiduciary duties to Shareholders as a whole.
4. Since February 2009, and prior to receiving the offer approach, we have been conducting a strategic review of the Company with our financial advisers Cenkos Securities plc ("Cenkos"). Since that time our Chairman and Cenkos have met or spoken with Shareholders owning over 94 per cent. of the total voting rights in the Company to ascertain their investment objectives and views on the Company. It is clear from this review that our Shareholders have different views on the Company and different investment horizons.
The conclusions of the strategic review are summarized below.
5. We understand that the key objective of Elsina is to realise the Company's investment portfolio in a short timeframe. Against the current market background we do not believe that a disposal of the Company's investment portfolio in the short term would be in the interests of Shareholders as a whole.
Shareholders should note that certain of the Company's private equity commitments may not be easily transferred or sold in the current market and that the Company has contractual obligations to fund undrawn amounts on its private equity commitments. Where commitments cannot be transferred or sold the Company will be required to maintain adequate provision to meet such contractual obligations.
Your Board believes that in the event of a liquidation of the Company by the Elsina Nominees in the short term a significant portion of the Company's assets may be retained by the liquidator and therefore may not be available for distribution to Shareholders in a short timeframe.
Shareholders should note that any proposals to liquidate the Company would require the passing of a special resolution which requires not less than 75 per cent. of the votes.
Under the terms of the investment management agreement (the "Investment Management Agreement") pursuant to which the Company appointed the Manager to manage its investments (as published in the Company's prospectus dated 6 June 2007), and subject to early termination
provisions in relation to, inter alia, material breaches of the Manager's obligations, the Investment Management Agreement is terminable on 12 months' notice provided such notice may not be given prior to 6 June 2011.
Shareholders should therefore note that an early termination of the Investment Management Agreement may result in a substantial break fee becoming payable to the Manager.
6. If Shareholders vote in favour of the Elsina proposals, the Elsina Nominees would be appointed at a critical time for the Company. The strategic review has involved an assessment of the views of most of the Shareholders as well as an independent and detailed review of the Company's investment portfolio and the contractual obligations which apply to the Company under its private equity and hedge fund commitments. The Company has received a takeover approach and the accounts for the year ended 31 March 2009 are in the process of being finalised. The timing of the Elsina proposals is disruptive to your Company and it is not the right time to remove your independent Board in favour of the nominees of one Shareholder.
The Elsina Letter
The Elsina Letter (the contents of which the Board takes no responsibility for) is inaccurate as:
1. It maintains that as at the end of March 2009 "there is a funding gap of approximately $54 million (based
on exchange rates) between the total commitments to private equity and specialty investments and the
value of the Company's cash and transitional investments".
As at 31 March 2009, the Company had a total of $117.8 million of cash and hedge fund investments. As at the same date, the Company had $132.3 million of private equity and specialty commitments which have not yet been called.
The "funding gap" was therefore $14.5 million (representing 8 per cent. of the net asset value of $181.6 million as at 31 March 2009) and not $54 million as stated by Elsina. This gap will change over time and as such may increase or decrease.
The Company's commitments, as is usual, will be drawn down over a period of time. In the period from 1 January 2009 to 31 March 2009, for example, only $7.4 million has been drawn down in private equity and specialty fund commitments.
It is usual market practice for private equity fund of funds to run an over commitment strategy. The Company set out its over commitment strategy on p.34 of the prospectus dated 6 June 2007.
The Company's current level of over commitments is low relative to many peer group private equity funds.
2. It states that the portfolio has been "overcommitted from the fund's launch". The Company was not overcommitted until November 2008.
3. It states that the Company has been "unable to access a new debt facility." Your Board has never instructed the Manager to seek or negotiate a debt facility for the Company and to this point has had no need to arrange or draw down on a debt or working capital facility.
The takeover approach
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 and that the Board (as defined below) had previously requested Cenkos to conduct a strategic review of the options available to the Company. The Company is now in an offer period as governed by the UK Takeover Code.
The potential bidder has been conducting its due diligence and absent this approach being withdrawn Shareholders can expect a further announcement (which shall also be circulated to Shareholders by post) by the Board disclosing the identity of such potential bidder prior to the EGM and in any event by no later than close of business on 9 June 2009.
Shareholders should note that the Investment Management Agreement does not include change of control provisions and that therefore an acquisition of the Company by a third party would not per se trigger a break fee.
Conclusions from the strategic review
The Board and Cenkos have met or spoken with Shareholders owning over 94 per cent. of the total voting rights in the Company as part of the strategic review to ascertain their investment objectives and views on the Company.
In addition to considering those views the Board and its advisers have considered, inter alia, the following key points: -
the potential realisation value of the Company's private equity and specialty portfolio based on the current secondary market for such assets, including the costs and fees which would be incurred on a disposal of part or all of the private equity and specialty portfolio and the timing in which this could be realised;
the contractual terms which apply to each of the private equity, specialty and hedge fund investments and the relevant consents required for any transfer or sale of the Company's interests in those investments;
the liquidity profile of the underlying hedge funds in which the Company invests; and
the terms of the Investment Management Agreement and the Company's contractual obligations thereunder.
In considering suitable options for your Company's future, the Board has sought to balance the interests of those Shareholders who wish to remain as long term investors in the Company and those seeking to realise all or part of their investment and the timeframe of such exit.
The Board has concluded that in the event that a formal offer for the entire issued share capital of Company is not received by the Company by 31 July 2009, the Board will promptly thereafter convene a meeting of the Company to put forward proposals for a reconstruction of the Company (the "Board's Proposals"), subject to the City Code on Takeovers and Mergers and any regulatory requirements which may apply.
The Board's Proposals, if approved by Shareholders, will be structured to allow those Shareholders seeking a realisation to do so over time, and will include, inter alia, a delisting of one or both Share classes.
Expenses
The costs relating to the requisitioned EGM are expected to be approximately £225,000. In addition, the costs relating to the ongoing strategic review are expected to be approximately £55,000 as at the date of the EGM. These costs will be borne by the Company and represent circa 0.16 per cent. of the Company's unaudited net assets as at close of business on 30 April 2009 (being the latest practicable date prior to the publication of the circular).
Action to be taken
A notice convening the EGM of the Company to be held at 11.00 a.m. on Thursday, 18 June 2009 at Victor Hugo Suite, St Pierre Park Hotel, Rohais, St Peter Port, Guernsey, GY1 1FD, Channel Islands for the purposes set out above is set out at the end of the circular posted to shareholders today.
You will find enclosed with the circular posted today Forms of Proxy for use by Shareholders at the EGM. The Form(s) of Proxy should be completed and returned in accordance with the instructions thereon so as to reach the Company's Registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event not later than 11.00 a.m. on Tuesday, 16 June 2009. Completion and return of the Forms of Proxy will not preclude Shareholders from attending the EGM and voting in person should they so wish.
The following persons should complete, sign and return Form(s) of Proxy of the following colours. If you hold US Dollar Shares and Sterling Shares, you should complete Forms of Proxy in relation to each:
Shares held Form(s) of Proxy to complete, sign and return
US Dollar Shares White
Sterling Shares Blue
Consent
Cenkos has given and not withdrawn its consent to the inclusion in the circular posted to shareholder of its name in the form and context in which it is included. In giving its advice, Cenkos has had regard to the commercial assessment of the Board in giving this advice.
Sources
The statements made in the Chairman's letter relating to your Company's net assets, investments and funding gap have been sourced from the unaudited 31 March 2009 factsheet published by the Company on 28 April 2009.
The statement made in the Chairman's letter relating to your Company's draw downs from 1 January 2009 to 31 March 2009 has been sourced from unaudited management information provided by the Manager and based on capital calls issued by the general partners of the relevant underlying funds.
Recommendation
The Board, which has been advised by Cenkos, therefore considers that the proposals to be put forward at the EGM are not in the best interests of Shareholders as a whole and strongly recommends Shareholders to vote against all of the resolutions to be put forward at the EGM as they intend to do in respect of their own holdings representing 100,000 US Dollar Shares and 80,000 Sterling Shares (in total representing 0.10 per cent. of the Company's total voting rights).
APPENDIX 1 SUMMARY CVs OF YOUR CURRENT BOARD
Brian Paul Larcombe (aged 55) (Chairman) spent most of his professional career working at 3i Group plc, a world leader in venture capital and private equity with an international network operating in 15 countries in Europe, the United States and Asia. Brian joined 3i in 1974 and became joint head of the UK investment business. In 1992, Brian was appointed Director of Finance and Planning and in 1994 project managed 3i's flotation on the London Stock Exchange. In 1997 he was appointed Chief Executive and retired from 3i in 2004. Brian holds a number of non-executive Board appointments, including Smith & Nephew plc, F&C Asset Management plc and Gategroup Holding AG. He is a past Chairman of the British Venture Capital Association. Brian is a UK resident.
Ceasar Nicholas Anquillare, JP (aged 52) is Chairman and Chief Executive Officer of Winchester Capital, an international strategic advisory firm which specialises in global private equity and international M&A transactions which he jointly founded in 1986. Since its inception Winchester Capital has advised on circa US$4 billion of completed transactions, including the US$1.4 billion acquisition of Dresdner IRU Private Equity portfolio on behalf of AIG in 2005. Previously, Ceasar served as an adviser for private equity and technology based investments at Dresdner Kleinwort Benson. He has also served as an adviser to the U.S. Agency for International Development during the administrations of Presidents Ronald Reagan and George H.W. Bush. He was appointed Connecticut's Honourary Ambassador to the United Kingdom and European Union and serves as a Justice of the Peace. Ceasar is a US resident.
Michael Donal Buckley (aged 64) is non-Executive Chairman of DCC Group and a non-Executive director of M&T Bank Corporation. He also holds several senior adviser appointments, including with Freeman and Co. LLC, a New York based independent advisory boutique. Michael served as Group Chief Executive of Allied Irish Banks from 2001-2005, and in other senior roles in the bank from 1991-2001. Previously he was Managing Director of NCB Group, a Dublin-based stockbroking firm. Prior to that he was a senior civil servant in the Irish Government and in the EU. Michael is an adjunct Professor at the Department of Economics at the National University of Ireland UCC and is a Member of the Securities Institute, a Companion of the Chartered Management Institute and a Fellow of the Institute of Bankers of Ireland. He is an Irish resident.
Nicholas David Moss (aged 49) is a founding member of the Virtus Group, a Guernsey-based fiduciary, corporate services and investment consulting business. Prior to establishing Virtus, Nicholas was a managing director within the Rothschild Trust Group in Guernsey where he spent 16 years structuring and administering complex onshore and offshore trusts for corporates and ultra high net worth families. He has wide experience in the selection of investment managers for his clients and the subsequent evaluation and monitoring of these portfolios. He holds a number of non-executive Board appointments including the London listed Absolute Return Trust Limited, Rutley European Property Limited and BH Global Limited. Nicholas is a Chartered Accountant and a Guernsey resident.
APPENDIX 2 ELSINA LETTER TO SHAREHOLDERS
ELSINA LIMITED
| PO Box 290 Investec House La Plaiderie St Peter Port Guernsey Channel Islands GY1 3RP | |
| Telephone: +44 (0) | 1481 711 500 |
| Facsimile: +44 (0) | 1481 728 848 |
| Direct Telephone: +44 (0) | 1481 735 745 |
| Direct Facsimile: +44 (0) | 1481 741 242 |
30 April 2009
The shareholders of Bramdean Alternatives Limited
Dear fellow Shareholders
The Board of Bramdean Alternatives Limited (the "Company") has today written to you setting out details of a shareholder meeting that we have requisitioned. The meeting has been convened so that you can vote on resolutions proposing a change to the members of the Board of Directors of the Company (the "Board").
We are writing to explain to you why we have requisitioned a shareholder meeting and why we think the approval of the resolutions is in your best interests.
Background Information
Elsina's analysis of the Company's investments suggests that, subject to certain assumptions, the Company should, when considering the best interests of all shareholders (1) reduce the over commitment in respect of its private equity assets without utilising capital currently invested in hedge fund assets and (2) embark on a course of action that returns maximum value to shareholders. Elsina is of the view that such actions are necessary as it is not currently possible for a shareholder to sell its shares on the market without factoring in a significant discount to the current trading price.
This analysis is based on two key issues: the illiquidity of the Company's shares and the over commitment within the Company's private equity and specialty funds portfolio.
Illiquidity
Since the first day of trading in July 20071
·; the Company’s Sterling share price has fallen by approximately 53.8 per cent.
·; although the Sterling shares’ discount to net asset value (“NAV”) has widened to approximately 50.2 per cent.
·; the Sterling share NAV has only fallen by approximately 7.1 per cent.
1 As at the close of business on 29 April 2009, the last trading day prior to the announcement by the Company on 30 April 2009 that the Board had received an approach that may or may not lead to an offer being made for the Company.
·; the US Dollar shares’ discount to NAV has widened to approximately 50.9 per cent.
Both the Sterling shares and the Dollar shares issued by the Company are highly illiquid. Notwithstanding the performance of the Company's NAV, shareholders are unable to realise this value through on market sales given the current market and economic conditions. Both Elsina and its advisers believe a market sale of a large line of shares might only be achieved at a discount to the prevailing market price. Further, due to the illiquidity of both classes of share, a shareholder is unable to realise its investment in the Company to reinvest in other products or assets offering greater liquidity and, potentially, greater returns than the Company currently offers it.
Over commitment within the private equity and specialty funds portfolio
The Company's diversified investment portfolio, including investments in private equity and specialty investment funds, was over committed from the fund's launch. The strategy was predicated on the Company's ability to generate short-term returns and to access a new debt facility to fund its longer-term commitments.
The analysis conducted by Elsina and its advisers of the Company's March 2009 Factsheet indicates that there is a funding gap of approximately US$54.0m (based on current exchange rates) between the total commitments to private equity and specialty investments and the value of the Company's cash and transitional investments.
$m
Total commitments 223.0
Total draw down 94.6
Commitments outstanding
Cash
Transitional investments
Total liquid resources
Funding gap
The Company's investments in private equity and speciality funds have generated returns of only US$3.9m to date and the Company has been unable to access a new debt facility. It is, therefore, likely that in order to meet this funding gap, the Company will be left with only two options, both of which are opposed by us:
sell its holdings in strategic hedge funds thus locking-in capital from investments in liquid assets into assets which are unlikely to produce any significant realisations in the short to medium term; or
raise new capital, thus diluting current shareholders.
Discussions with the Board
We have had regular discussions with the Board over the past year to discuss our views and concerns with them. During this time, the Board has been unable and/or unwilling to initiate any action. On 28 April 2009, our representatives met with Brian Larcombe, the Chairman of the Company, to request that the Board work with Elsina to restructure the Board.
It is extremely disappointing that, following the announcement by the Company on 30 April 2009 that the Board had received an approach which may or may not lead to an offer being made for the Company, the Board declared that it was unwilling to work with us in the manner proposed. This has meant that we had no alternative but to serve a requisition on the Company to convene a general meeting for you to consider the ordinary resolutions to change the members of the Board.
Noting the announcement by the Company on 30 April 2009 that the Board had received an approach which may or may not lead to an offer being made for the Company we welcome any offer being made for the Company and expect that the replacement directors will give due consideration to any offer made for the Company.
The Replacement Board of Directors
Our proposal is to replace the current Board with three new non-executive directors. As their role will be limited in its scope, only three replacement directors will be proposed to be elected to the Board of Directors.
If the resolutions to replace the Board are passed and the proposed replacement directors are appointed, the replacement directors would be mandated by you to implement actions to realise shareholder value as soon as possible. This will include giving due consideration to any offer made for the Company as contemplated in the announcement made by the Company on 30 April 2009.
The proposed replacement directors are extremely experienced individuals who have accumulated many years experience in the financial services and/or closed-end fund market. The proposed replacement non-executive directors are:
Mr Jonathan Carr, proposed Chairman and Non -Executive Director
Mr Carr is a very experienced individual having been involved in the closed-end fund market for a number of years. Mr Carr is currently Chairman of Galaxy Asset Management Limited, Royal London UK Equity & Income Trust plc and Talisman 1 st Venture Capital Trust plc. He was formerly a non-executive director of Income & Growth Trust plc, Framlington 2nd Dual Trust plc and BFS Income & Growth Trust plc. Mr Carr was also previously the Chairman of Premier Absolute Growth & Income Trust and Govett Enhanced Income Trust.
Mr David Copperwaite, proposed Non -Executive Director
Mr Copperwaite joined Lloyds Bank International in 1973 and he left the firm in 1997 as a principal manager. His responsibilities included all international private banking operations in Guernsey, Jersey, Gibraltar and London, encompassing banking, investment funds, cash management, lending, trusts and offshore company management. Since 1997, Mr Copperwaite has been involved as a director to a number of investment funds operated by various financial groups including Lloyds TSB Bank, Scottish Widows, Premier and Carrousel. These include multi-functional investment funds, a number of which are listed on stock exchanges in London, Dublin, Singapore, the Cayman Islands and Luxembourg. Mr Copperwaite is a former Chairman or President of The Guernsey International Bankers Association, The Association of Guernsey Banks, The Guernsey Fund Managers Association and is a current Member of the Institute of Directors and the Guernsey Fund Association.
Mr Mark Tucker, proposed Non -Executive Director
In 1982 Mr Tucker joined the Jersey branch of HSBC where he headed one of its retail banking departments. In 1988 he became assistant manager of Cater Allen Bank in Jersey and assumed responsibility for the day-to-day operations within the bank. In 1989 Mr Tucker relocated to London to take up a business development role with GNI Limited, one of the founding members of the LIFFE exchange and in 1991 he assumed a similar position with Brody, White and Company, Inc. in New York. Whilst at Brody, White, Mr Tucker was instrumental in the formation of its affiliate Gresham Asset Management, Inc. where he selected alternative investment mangers on behalf of alternative investment vehicles, a role that continued via Mr Tucker's employment with Mitsui & Company in 1996. In 1997 Mr Tucker joined HFR Investments, Inc. in Chicago where he served as its president and chief executive officer until 2002 when he returned to Jersey. He remains a director and shareholder of HFR Investments, Inc. Mr Tucker is an Associate of the Chartered Institute of Bankers and a member of the Institute of Directors.
Mr Carr's proposed fee to act as non-executive director and chairman of the Company is £22,000.00, Mr Copperwaite's and Mr Tucker's proposed fees to act as a non-executive directors of the Company is £20,000.00 each. This compares with the aggregate annual fees currently paid to the existing Board of £ 183,000.00.
For the time spent considering whether they are willing to be proposed as replacement directors, Mr Carr, Mr Copperwaite and Mr Tucker have each been paid £5,000.00 by Elsina.
Voting
A resolution to remove a non-executive director from the Board is an ordinary resolution and requires a simple majority of votes cast to vote in favour of that resolution. We have received written undertakings that, when taken together with our own interest in the ordinary shares of the Company, represent a significant proportion of the total voting rights in the Company to vote in favour of all the resolutions to be put to you.
Whether or not you propose to attend the shareholder meeting in person, we strongly urge you to vote in favour of each of the resolutions proposed as we believe that a replacement board Intending to realise shareholder value is in the best interests of all shareholders in the Company.
Yours faithfully
For and on behalf of
ELSINA LIMITED
| Director | Director |
| GFT Directors Limited | Finistere Directors Limited |
| Corporate Director | Corporate Director |
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:
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: -
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