5 May 2009 09:03
5 May 2009
Bramdean Alternatives Limited (the "Company")
Statement from the BoardIn view of the substantial amount of recent press comment about the Company with statements attributed to Mr Vincent Tchenguiz and Jennifer Wick of Consensus Business Group Limited claiming that Elsina has support for its requisition announced on Friday 1 May from over 50 per cent of the Company's shareholders, the Company's legal advisers have today sent a letter to Elsina (copied, inter alia, to their financial advisers KBC Peel Hunt and Consensus Business Group) requesting written confirmation of this support. At a meeting at the offices of KBC Peel Hunt on 28 April 2009 attended by Cenkos Securities, KBC Peel Hunt ,Consensus Business Group and Brian Larcombe (the Chairman of the Company) the Company was advised that Elsina had "written undertakings of support " from over 50 per cent of the shareholders for their requisition.Despite requests to Elsina's advisers to substantiate these statements in writing the Company has to date received no such written confirmation. In its announcement on 1 May 2009 Elsina only stated that it "has received written undertakings that, when taken together with its own interest in the 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 shareholders".
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 www.bramdeanalternatives.com 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until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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.