Details of changes in the Board
19 Juni 2009 - 2:09PM
UK Regulatory
TIDMBRAL
RNS Number : 2034U
Bramdean Alternatives Limited
19 June 2009
Details of changes in the Board of Bramdean Alternatives Limited (the "Company")
Further to the announcement made by the Company on 18 June 2009, in accordance
with rules 9.6.11 and 9.6.13 of the Listing Rules of the UK Listing Authority,
the Company announces that the following changes have been made to its Board of
Directors:
Mr Brian Larcombe, Mr Ceasar Anquillare, Mr Michael Buckley and Mr David Moss
have been removed as non-executive directors of the Company pursuant to a vote
of shareholders at an extraordinary general meeting of the Company on 18 June
2009 (the "EGM"). Their removal took effect immediately following completion of
the EGM.
Mr Jonathan Carr has been appointed as non-executive chairman of the Company. Mr
David Copperwaite and Mr Mark Tucker have been appointed as non-executive
directors of the Company. Each of these appointments was made pursuant to a vote
of shareholders at the EGM and the appointments took effect immediately
following completion of the EGM.
In the past five years Mr Carr has been a director of the following companies:
Current Directorships
Directors Dealing Investment Trust plc
Talisman 1st Venture Capital Trust plc
Galaxy Asset Management Limited
Past Directorships
Govett Enhanced Income Investment Trust plc
B.F.S Income & Growth Trust plc
Framlington 2nd Dual Trust plc
Income & Growth Trust plc
Premier Absolute Growth Investment Trust plc
Royal London U.K. Equity & Income Trust plc
In the past five years Mr Copperwaite has been a director of the following
companies:
Present Directorships
Advanced AIM Value Realisation Company Limited
AnaCap Derby Co-Investment GP Limited
AnaCap FP GP Limited
AnaCap FP GP 11 Limited
Channel Islands Management Services Limited
CORESTATE General Partner Limited
Earlswood Limited
Edward Limited
Freshwater Limited
Global VIEW Investment Fund Limited
Lloyds TSB Global MultiFund Allocation SICAV
Lloyds TSB International Liquidity SICAV
Lloyds TSB International Portfolio SICAV
Porton Capital Technology
Premier China Opportunities Fund Limited
Premier Renewable Energy Fund Limited
SPG Private Investments Limited
SPG Public Investments Limited
The Carrousel Fund 11 Limited
The Central and Eastern European Fund Limited
The Thai Prime Fund Limited
Tumulus Limited
Past Directorships
Agricultural Commodities Trust Limited
C Cap Limited
CM Management Limited
Danube Property Investments Limited
Dara Capital Services Limited
Europa Limited
Investment Fund Services Limited
JAH Real Estate Funds SPC
Islands of Excellence Limited
Porton BioTech Fund 1
Smoothed Growth Funds SPC
Smoothed Growth Investment Management Limited
Structured Buy-Out Limited
The Euro Spain Fund Limited
The European Growth Fund Limited
The Portugal Property Fund Limited
The Vietnam Fund Limited
Valencia Limited
In the past five years Mr Tucker has not been a director of any publicly quoted
companies.
Mr Carr does not have any unspent convictions in relation to indictable
offences; has not been a director of any company which in the previous 12 months
has been involved in any receiverships, compulsory liquidations, creditors
voluntary liquidations, administrations, company voluntary arrangements or any
composition or arrangement with its creditors generally or any class of its
creditors; has not been a partner of any partnership which in the previous 12
months has been involved in any compulsory liquidations, administrations,
receiverships or partnership voluntary arrangements; has not had any
receiverships of any of his assets; and has not been the subject of any public
criticisms by any statutory or regulatory authorities (including designated
professional bodies) and has not been disqualified by a court from acting as a
director of a company or from acting in the management or conduct of the affairs
of any company.
Mr Carr does not currently hold any shares in the Company.
Mr Copperwaite does not have any unspent convictions in relation to indictable
offences; has not been a director of any company which in the previous 12 months
has been involved in any receiverships, compulsory liquidations, creditors
voluntary liquidations, administrations, company voluntary arrangements or any
composition or arrangement with its creditors generally or any class of its
creditors; has not been a partner of any partnership which in the previous 12
months has been involved in any compulsory liquidations, administrations,
receiverships or partnership voluntary arrangements; has not had any
receiverships of any of his assets; and has not been the subject of any public
criticisms by any statutory or regulatory authorities (including designated
professional bodies) and has not been disqualified by a court from acting as a
director of a company or from acting in the management or conduct of the affairs
of any company.
Mr Copperwaite does not currently hold any shares in the Company.
Mr Tucker does not have any unspent convictions in relation to indictable
offences; has not been a director of any company which in the previous 12 months
has been involved in any receiverships, compulsory liquidations, creditors
voluntary liquidations, administrations, company voluntary arrangements or any
composition or arrangement with its creditors generally or any class of its
creditors; has not been a partner of any partnership which in the previous 12
months has been involved in any compulsory liquidations, administrations,
receiverships or partnership voluntary arrangements; has not had any
receiverships of any of his assets; and has not been the subject of any public
criticisms by any statutory or regulatory authorities (including designated
professional bodies) and has not been disqualified by a court from acting as a
director of a company or from acting in the management or conduct of the affairs
of any company.
Mr Tucker does not currently hold any shares in the Company
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
Bell Pottinger Corporate & Financial Tel. +44
(0) 20 7861 3232
David Rydell / Olly Scott
RBC Offshore Fund Managers Limited
Robin
Amer 01481 744 000
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
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