11 May 2009 13:10
Bramdean Alternatives Limited
Voting Rights and Takeover Code
Bramdean Alternatives Limited ("the Company")
Following consultation with the Panel Executive and announcements made by the Company on 30 April and 1 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 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