1 May 2009 15:37
1 May 2009
Bramdean Alternatives Limited (the "Company")
Notice of Extraordinary General Meeting
The Company announces that pursuant to Section 203 of Guernsey (Companies Law) 2008 a requisition has been received from Sinjul Nominees Limited, the registered holder of 73,200,431 Dollar Shares which are beneficially owned by Elsina Limited ("Elsina"), requiring the Directors to convene an extraordinary general meeting of the Company to consider the following resolutions:
A. Brian Paul Larcombe be removed from the office of director of the Company.
B. Jonathan Dodgson Carr be appointed to the office of director of the Company.
C. Ceasar Nicholas Anquillare be removed from the office of director of the Company.
D. David Sydney Copperwaite be appointed to the office of director of the Company.
E. Malcolm Peter Speight Barton be removed from the office of director of the Company.
F. Mark Richard Tucker be appointed to the office of director of the Company.
G. Michael Donal Buckley be removed from the office of director of the Company.
H. Nicholas David Moss be removed from the office of director of the Company.
In a notice to the Company dated 30 April 2009, Elsina Limited, which is domiciled in the British Virgin Islands, states that Mr. Carr, Mr. Copperwaite and Mr. Tucker have been paid by Elsina. Elsina have requested that this notice is sent to the shareholders of the Company.
As announced on 29 April, the Board has already instructed Cenkos Securities plc to conduct a strategic review of the options available to the Company .
Further it has received an approach which may lead to an offer for the Company.
The Board considers that it is in the best position to act in interests of Shareholders as a whole at this time given the status of this ongoing strategic review and the approach for the Company.
The Board has, given current circumstances, reservations as to the ability of the new Directors proposed by Elsina to be able to independently consider the options available to the Company.
The Board is preparing a circular convening an EGM of the Company to explain why shareholders should vote against the proposed resolutions put forward by Elsina.
Enquiries:-
Bell Pottinger Corporate & Financial
David Rydell / Olly Scott 020 7861 3232
Cenkos Securities plc - Financial Adviser
Will Rogers / Dion Di Miceli 020 7397 1920 / 020 7397 1921
This announcement will be published on the Company's website and will be sent to Shareholders.
Dealing Disclosure Requirements:-
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of the Company, 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.
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.
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.
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.