BRAL Bramdean �

 

TIDMBRAL 
 
RNS Number : 9312T 
Bramdean Alternatives Limited 
15 June 2009 
 

Bramdean Alternatives Limited (the "Company") 
 
 
 
 
Termination of offer discussions and update on board proposals 
 
 The 
Company announced on 30 April 2009 that it had received an approach which may or 
may not lead to an offer being made for the entire share capital of the Company. 
This initial approach was made by Nicola Horlick. Nicola Horlick is also the 
beneficial owner of Petersfield Asset Management, a newly incorporated company 
which was disclosed as the proposed bidder for the Company on 9 June 2009. The 
Board has today decided to terminate discussions with Petersfield and Nicola 
Horlick regarding any proposed offer. 
 
Notwithstanding the above, 
Petersfield has indicated to the Board that it is not withdrawing its approach 
and therefore the Company remains in an offer period under the Takeover 
Code. 
 
The Board will following its discussions with holders owning 94 per 
cent of the shares actively seek to implement a corporate reconstruction which 
would provide shareholders with a choice of realising their holding and/or 
continuing their investment. The Board believes that such a reconstruction is in 
the best interests of all shareholders. The detail of this reconstruction will 
be announced as soon as practicable after the EGM on 18 June and further 
consultation with shareholders. 
 
 Any reconstruction proposal is subject to 
the results of the EGM on 18 June 2009. 
 
 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. 
 
 
 
 Enquiries 
 
 Cenkos Securities plc- Financial 
Adviser 
 
 Will Rogers/Dion Di Miceli 02073971920/1921 
 
 
Bell Pottinger Corporate & Financial Tel. +44 (0) 20 7861 3232 
David Rydell / Olly Scott 
 
 RBC Offshore Fund Managers Limited 
 Robin 
Amer 01481 744 000 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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