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DEP Dres.Rcm 2003

0.00
0.00 (0.00%)
Share Name Share Symbol Market Type Share ISIN Share Description
Dres.Rcm 2003 LSE:DEP London Ordinary Share GB0004947999 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Reconstruction Proposals

26/09/2003 3:50pm

UK Regulatory


RNS Number:2423Q
Dresdner RCM Endwmt PlcyTst 2003PLC
26 September 2003

For immediate release                                        26 September 2003




          Dresdner RCM Endowment Policy Trust 2003 plc (the "Company")


   Recommended proposals for the reconstruction and winding-up of the Company





Introduction



The Chairman of the Company has today written to Shareholders setting out
detailed proposals for the reconstruction of the Company to be put to
Shareholders in advance of the planned winding up of the Company in October
2003.



The Company's Articles require that the Directors put a resolution to
Shareholders by no later than 31 October 2003 to consider the winding up or
reconstruction of the Company. The Directors, with their advisors, have reviewed
the courses of action available to the Company. The Independent Directors have
concluded that it is in the interests of Shareholders as a whole to propose a
scheme of reconstruction, comprising a members' voluntary liquidation of the
Company pursuant to Section 110 of the Insolvency Act 1986, together with
options for Shareholders to elect for:


(a)    shares in an existing investment trust, British Portfolio Trust plc ("British Portfolio"), managed by
       Allianz Dresdner; or

(b)    shares in a sub-fund of an existing open ended investment company, the High Income Bond Fund (the "
       Bond Fund"), managed by PIMCO, a member of the Allianz Dresdner Asset Management Group; or

(c)    realising all of their investment in the Company for cash; or

(d)    rolling over part of their investment in the Company into British Portfolio and/or the Bond Fund and
       realising part in cash



as suits each Shareholder's personal investment requirements.



The circular which is being sent to Shareholders today (the "Circular") also
contains details of the actions required to be taken in order for the Proposals
to be implemented and to convene Meetings of Shareholders to approve the
Proposals.



Simon White is a director of the Company and British Portfolio and is employed
by the Manager. As a result, he has not participated in the Board's
consideration of the Proposals for the purposes of providing a recommendation to
Shareholders.



The Proposals



Background to and reasons for the Proposals



As the Company approaches the end of its planned life, the Board has considered
what options should be available to Shareholders who wish to remain invested in
a vehicle with exposure to equity markets and/or bond markets without
crystallising a liability to capital gains tax. Those investors who bought
Shares at launch in 1992 have seen their investment more than double in value
from an opening net asset value of 96.3p per Share to a net asset value of
212.0p per Share, as at 19 September 2003 (the latest practicable date prior to
the publication of this document), after providing for the costs of the
Proposals, which equates to a growth in net asset value per share of 7.3 per
cent. compound per annum. Given the recent declines in bonus rates, this outcome
may well be less than originally hoped for, but nonetheless, the Board believes,
still represents an attractive return for investors.



The Company has benefited from the smoothing process employed by life offices in
determining pay-outs on maturing policies as well as the fact that maturities
have been spread out over the last three years. However, the outlook for future
bonuses from with-profits funds remains uncertain. The full impact of recent
equity market weakness in recent years may not yet be reflected in policies
currently maturing, implying that there may still be bonus cuts before pay outs
begin to match the underlying asset share of the maturing policy. Additionally,
many life companies have now reduced their equity component, so that the
potential upside when equity markets recover is lower.



In light of the above, the Board has decided to put forward tax-efficient
rollover options for Shareholders providing investment exposure to the UK equity
market and/or the UK and European bond markets.



Benefits of the Proposals



The Directors believe that the Proposals will provide the following benefits:


(a)    greater choice and more flexibility for Shareholders than if the Company were simply to be wound up.
       Shareholders can choose to continue to seek capital and income growth through the UK equity market by
       electing to invest in BPT Shares and/or exposure to the bond markets by electing for the Bond Fund
       Option;


(b)    those Shareholders who are subject to capital gains tax who wish to maintain an exposure to the UK
       equity market or the bond markets may do so without incurring an immediate liability to capital gains
       tax by rolling their investment in the Company into either British Portfolio or the Bond Fund;

(c)    BPT Shares will be issued at their net asset value or, if higher, 90 per cent. of the middle market
       price per BPT Share as at the Calculation Date. There are no dealing costs associated with the BPT
       Option. No initial charge will be levied on Bond Fund Shares to be issued pursuant to the Proposals,
       although there may be a dilution levy as described below;

(d)    British Portfolio is managed by Allianz Dresdner, the existing investment manager of the Company, and
       the Bond Fund is managed by PIMCO, an investment management company within the Allianz Dresdner Asset
       Management Group;

(e)    Shareholders can make an Election in part for BPT Shares and in part for Bond Fund Shares in order to
       provide a level of income that is expected to be higher than that of BPT Shares alone; and

(f)    for those Shareholders who wish to realise some or all of their investment, the Proposals provide
       Shareholders with the opportunity to receive cash at close to Net Asset Value.



The choice between the options available under the Proposals will be a matter
for each Shareholder to decide and will be influenced by his or her personal,
financial and taxation circumstances and his or her investment objectives.



Options available to Shareholders



Under the Proposals, the Company will be put into members' voluntary liquidation
and Shareholders will be able to elect to:


(a)    roll over some or all of their Shares, in a low-cost, tax efficient and flexible manner, into
       shares in


       (i)    British Portfolio; and/or
       (ii)   the Bond Fund; and/or

(b)    receive cash in respect of all or part of his or her Shares.



The maximum number of BPT Shares which may be issued pursuant to the BPT Option
shall not exceed the lower of (i) such number of BPT Shares which at the BPT
Issue Price equates to 24.99 per cent. of the gross assets of British Portfolio
as at the Calculation Date; and (ii) 16 million BPT Shares. As at close of
business on 19 September 2003 (the latest practicable date prior to the
publication of this document), the maximum number of BPT shares which may be
issued pursuant to the BPT Option would have been approximately 11.8 million BPT
Shares.



In the event that the BPT Option is fully subscribed, Shareholders will be
deemed to have elected for the Bond Fund Option in respect of any excess and all
elections for the BPT Option will be scaled down accordingly.



The overall minimum size of the BPT Option and the Bond Fund Option will be
#250,000 each, and #2.5 million in aggregate. In the event that such minimum
levels are not met, any elections for the BPT Option or the Bond Fund Option, as
appropriate, will be deemed to be elections for the Cash Option.

There is no restriction as to the level of elections for the Cash Option.



Shareholders (apart from Overseas Shareholders) who make no valid election will
be deemed to have elected for the Bond Fund. Overseas Shareholders will be
deemed to have elected for the Cash Option.



The BPT Option



Shareholders who elect for the BPT Option will receive new BPT Shares.  New BPT
Shares will be issued at a price equal to the net asset value per BPT Share as
at the Calculation Date or, if higher 90 per cent. of the middle market price
per BPT Share as at the Calculation Date.



British Portfolio is an existing investment trust and is managed by Allianz
Dresdner. Its investment objective is to provide growth in capital and income in
the long term through investing principally in UK listed equities, consisting
mainly of the shares of FTSE 100 companies, but also including medium-sized and
smaller companies. British Portfolio's investment portfolio benchmark is the
FTSE All-Share Index. British Portfolio, where appropriate, seeks to enhance
returns to its shareholders by utilising gearing in the form of bank borrowings.
British Portfolio is managed by Trevor Green of Allianz Dresdner. Trevor is part
of Allianz Dresdner's UK equity team whose members have an average of 19 years
industry experience and four years with Allianz Dresdner.


Since its launch, BPT Shares have traded close to net asset value. As at the
close of business on 19 September 2003 (the latest practicable date prior to the
publication of this document) the net asset value per BPT Share was 120.6p, the
mid-market BPT Share price was 116.5p and the discount at which BPT Shares
traded was 3.4 per cent.. On that date, as referred to in the BPT Prospectus,
British Portfolio had 84 holdings and its total unaudited gross assets were
#57.1 million.



During the 12 month period to 19 September 2003 (the latest practicable date
prior to the publication of this document) the mid-market BPT Share price has
traded in a range of 7 per cent. discount to 4 per cent. premium, as compared
with the corresponding net asset value per BPT Share. British Portfolio has
pursued an active share buyback policy.



As described under the heading 'Options available for Shareholders' above, there
is a limit on the number of BPT Shares which may be issued pursuant to the
Scheme. If this limit would otherwise be exceeded, the excess will be deemed to
be elections for the Bond Fund Option and all elections for the BPT Option will
be scaled down accordingly.



New BPT Shares will be allotted, conditional on admission to listing on the
Official List and trading on the London Stock Exchange's market for listed
securities, prior to the opening of business on 3 November 2003. Dealings in the
new BPT Shares are expected to commence at the opening of business on 3 November
2003.



The new BPT Shares will rank pari passu in all respects with the existing BPT
Shares save that no dividend in respect of the financial year of British
Portfolio ending 31 October 2003 will be payable on the new BPT Shares. BPT
Shares qualify as an investment for ISAs and PEPs.





The Bond Fund Option



Shareholders who elect (or are deemed to elect) for the Bond Fund Option will
receive shares (of no par value) in the Bond Fund. The Bond Fund is a sub-fund
of EIF, and aims to provide a return by investing primarily in corporate bonds
issued by UK and other European companies. The Bond Fund is managed by PIMCO, a
member of the Allianz Dresdner Asset Management Group. Bond Fund Shares qualify
as an investment for ISAs and PEPs. As at noon on 19 September 2003 (the latest
practicable date prior to the publication of this document), the net asset value
of the Bond Fund was #108.5 million and the portfolio comprised 190 holdings.



Bond Fund Shares will be issued at a price equal to the net asset value per Bond
Fund Share as at noon on 31 October 2003, calculated in accordance with the FSA
Regulations, as further described in the paragraph entitled 'Calculation of
Value for Purposes of the Proposals'.  No initial charge will be levied in
relation to the Bond Fund Shares issued under the Scheme but there may be a
dilution levy as described in the paragraph headed 'Costs and Commissions'
below.



The Cash Option



Those Shareholders who have elected (or who are deemed to have elected) for the
Cash Option will receive cash in respect of their Shares for which an election
for the Cash Option has been or is deemed to have been made. The Cash Option
will be satisfied by realisation of the "C" Fund for cash, the proceeds of which
will be distributed to the Shareholders who have elected for the Cash Option,
pro rata to the entitlements attaching to their Cash Shares.



A number of the with-profits endowment policies held by the Company are due to
mature after the Calculation Date. These policies will be included in the
calculation of Terminal Asset Value of the Company on the Calculation Date and
will be allocated to the "C" Fund (except to the extent allocated to the
Liquidation Fund). In order to maximise the amount of the cash distribution, it
is proposed to despatch the final cash amount due, adjusted to reflect any
shortfall or surplus arising on realisation, following receipt of the maturity
proceeds in respect of the majority of such policies. This is expected to be on
19 November 2003, in accordance with the Articles.



Details of the Scheme



Apportionment of the Company's Net Assets on Liquidation



On liquidation, the Company's net assets, after providing for all of its
liabilities (including contingent liabilities and, save as mentioned below, the
costs incurred by, or in respect of, the Company, the Liquidators, British
Portfolio and the Bond Fund in relation to the Proposals), will be divided into
the "A" Fund (in respect of the BPT Option), the "B" Fund (in respect of the
Bond Fund Option), and the "C" Fund (in respect of the Cash Option) with:


(a)    the "A" Fund being transferred to British Portfolio;
(b)    the "B" Fund being transferred to the Bond Fund; and
(c)    the "C" Fund being realised for cash, to be distributed to those Shareholders who have elected for
       cash.



The assets to be transferred to British Portfolio, the Bond Fund or allocated to
the "C" Fund for cash will (subject to an adjustment to those assets transferred
to British Portfolio and/or the Bond Fund to take into account the costs of the
Proposals in excess of a simple winding up of the Company) be in the same
respective proportions as the elections made or deemed to have been made by
Shareholders for the BPT Option, the Bond Fund Option and the Cash Option
respectively.



Calculation of Value for Purposes of the Proposals



Upon the winding-up of the Company, but before any assets are transferred to
British Portfolio or the Bond Fund under the Scheme or are realised and
distributed pursuant to the Cash Option, the Liquidators will retain a fund of
an amount which they consider sufficient to provide for all outstanding
liabilities of the Company, including contingent liabilities and the costs
incurred by, or in respect of, the Company, the Liquidators, British Portfolio
and the Bond Fund in relation to the Proposals. To the extent that this
contingency sum is not required, any cash balance remaining in the Liquidation
Fund will be paid, in due course, to Shareholders on the register of members
immediately prior to the Effective Date as one or more distributions on a pro
rata basis according to their respective holdings of Shares.



In relation to Shares in respect of which elections for new BPT Shares or Bond
Fund Shares are made, the Company's net assets attributable to such Shares (i.e.
the "A" Fund or respectively the "B" Fund) will be calculated as at the
Calculation Date and will be reduced on a pro rata basis by the costs of the
Proposals in excess of the costs of a simple winding up of the Company.



New BPT Shares will be issued at a price equal to the net asset value per BPT
Share as at the Calculation Date or, if higher, 90 per cent. of the middle
market price per BPT Share as at the Calculation Date. Bond Fund Shares will be
issued at a price equal to the net asset value per Bond Fund Share, as at noon
on 31 October 2003, calculated in accordance with the FSA Regulations. The
number of BPT Shares or Bond Fund Shares (as the case may be) to be issued to
each relevant Shareholder will be such number as has a value, at the BPT Issue
Price or the Bond Fund Issue Price (as the case may be), equivalent to the
capital entitlement on winding up, calculated in accordance with the Scheme, of
the Shares in respect of which such Shareholder elected (or was deemed to have
elected) to receive BPT Shares or Bond Fund Shares (as the case may be) less a
proportion (calculated by reference to their respective entitlements on winding
up) of the Pro Rata Excess Costs.



In the case of Shares in respect of which elections for the Cash Option are
made, the Company's net assets attributable to such Shares (i.e. the "C" Fund)
will be calculated as at the Calculation Date. The amount of cash and other
assets allocated to the "C" Fund in respect of each relevant Shareholder will be
equal to the capital entitlement on winding up of the Shares in respect of which
such Shareholder elected (or was deemed to have elected) to receive cash.



As referred to above, it is intended that certain with-profit endowment policies
which have yet to reach their maturity date will be allocated to the "C" Fund.
It is expected that the Liquidators will retain these policies until the
relevant maturity date as the realisable values of such policies would otherwise
be likely to be materially reduced. The distribution of cash entitlements
pursuant to the Cash Option will therefore be postponed until after the majority
of such policies have matured, which is expected to be made on 19 November 2003.
It is not anticipated that the amount realised on maturity of those policies (or
any other assets allocated to the "C" Fund) will differ materially from the
amount allocated to the "C" Fund as at the Calculation Date in respect of them.
However, if and to the extent that there is any surplus or shortfall, the amount
distributed to shareholders in respect of the Cash Option will be
correspondingly adjusted.



Conditions



The Scheme is conditional upon the passing of the requisite resolutions at the
Meetings and Admission. If the new BPT Shares or the Bond Fund Shares are, for
any reason, not issued, elections for the BPT Option or (as the case may be) the
Bond Fund Option will be deemed to be for the Cash Option.



Costs and Commissions



The total costs of the Proposals (excluding any costs associated with the
realisation of the Company's assets and the Liquidators' retention) are not
expected to exceed #615,000 (including VAT), equivalent to approximately 1.0 per
cent. of the Company's net assets per Share as at the close of business on 19
September 2003 (being the latest practicable date prior to publication of this
document).



To the extent that the total costs of the Proposals exceed the estimated costs
of a simple winding up of the Company, these additional costs will (save as
mentioned below) be borne by Shareholders electing for the BPT Option and/or the
Bond Fund Option on a pro rata basis by deducting such costs from the assets to
be transferred to British Portfolio or the Bond Fund (as the case may be) under
the Scheme and reducing the entitlements of such Shareholders accordingly. For
this reason, if the value of the assets transferred to British Portfolio or the
Bond Fund (as the case may be) as a result of elections or deemed elections for
the BPT Option or the Bond Fund Option (as the case may be) would be less than
#250,000, or the value of the assets transferred to both BPT and the Bond Fund
in aggregate as a result of elections or deemed elections would be less than
#2.5 million, such elections will be deemed to be for the Cash Option and no new
BPT Shares or (as the case may be) Bond Fund Shares will be issued.



By way of example, if elections (or deemed elections) for the BPT Option and the
Bond Fund Option of #25 million in aggregate are received, such excess costs are
expected to be approximately 0.3 per cent. of the Company's net assets being
rolled over. Alternatively, if elections for the BPT Option and the Bond Fund
Option of only #2.5 million in aggregate are received, such excess costs are
expected to be approximately 3.2 per cent. of the Company's net assets being
rolled over.



If the BPT Option fails to become unconditional for any reason, the Pro-Rata
Excess Costs will be borne by Shareholders electing for the Bond Fund Option and
vice versa. If neither the BPT Option nor the Bond Fund Option become
unconditional, the Pro-Rata Excess Costs will be borne by all Shareholders, pro
rata.



Except as mentioned in the previous paragraph, no commissions, brokerages or
initial or redemption charges will be payable by Shareholders in connection with
the issue of BPT Shares or Bond Fund Shares under the Scheme. However, a
dilution levy may be applied in respect of the Bond Fund Shares issued pursuant
to the Scheme.  If applied, this is expected to be equivalent to approximately
0.23 per cent. of the value of the assets transferred to the Bond Fund.



If the Scheme becomes effective (or the resolutions at the Third EGM are
passed), neither Allianz Dresdner nor EPM will be entitled to any termination
fee under the Investment Management Agreement or the EPM Advisory Agreement
which would normally arise as a result of the termination thereof.



Tax Consequences For Shareholders



A summary of the tax consequences of electing for the BPT Option, the Bond Fund
Option, or the Cash Option is set out in the Circular. In particular, all
Shareholders who elect for the Cash Option should note that they will thereby
make a disposal for the purposes of UK taxation of capital gains. Such
Shareholders within the scope of UK taxation of capital gains in respect of
their holdings of Shares may therefore realise a chargeable gain or allowable
loss depending on their applicable circumstances. The Directors have been
advised that the receipt by Shareholders of BPT Shares or Bond Fund Shares
should not constitute a disposal of their Shares for the purposes of UK taxation
of chargeable gains.



Considerations for Shareholders



The choice between the options available under the Scheme is a matter for each
Shareholder and will be influenced by his or her individual financial and tax
circumstances and investment objectives. The Directors cannot, and do not, offer
any advice or recommendations to Shareholders as to which elections (if any)
they should make.



The BPT Option is likely to appeal to those Shareholders who wish to continue
their investment in an investment trust offering exposure principally to UK
equities that is also managed by Allianz Dresdner and/or for whom liability to
UK taxation of chargeable gains is a consideration.



The Bond Fund Option is likely to appeal to those Shareholders who wish to
continue their investment in an open ended investment company offering exposure
to UK and European bonds that is managed by PIMCO, a member of the Allianz
Dresdner Asset Management Group, and/or for whom liability to UK taxation of
chargeable gains is a consideration.



The Cash Option is likely to appeal to those Shareholders who do not wish to
invest in British Portfolio or the Bond Fund and to those for whom liability to
UK taxation of chargeable gains is not a consideration (for example, exempt
funds). Shareholders who are within the scope of UK taxation of chargeable gains
should note that electing for the Cash Option will represent a disposal for
those purposes.



As the Scheme is being implemented under Section 110 of the Insolvency Act 1986,
Shareholders have a statutory right of dissent under Section 111 of that Act.



The Circular sets out certain risk factors for consideration by Shareholders in
connection with The BPT Option and The Bond Fund Option.



Shareholder Meetings



Introduction



The Proposals require the approval of Shareholders. Notices convening the
requisite Meetings are set out at the end of this document.



First Extraordinary General Meeting



The First EGM will be held at 9.30 a.m. on 23 October 2003. A special resolution
will be proposed at that Meeting to amend the Company's articles of association
for the purposes of the Scheme, to approve the Scheme and to authorise its
implementation by the Liquidators. It also confirms that the resolutions at the
Second EGM and the Third EGM shall be deemed to be the relevant reconstruction
and liquidation resolutions to which the special voting rights (weighted voting
for Shareholders voting in favour) in the Articles shall apply. That resolution
will also convert the existing Shares into separate classes of shares prior to
the Company's winding up in accordance with their respective entitlements under
the Scheme. The Scheme will not in any event become effective until (inter alia)
the resolutions to be proposed at the Second Extraordinary General Meeting have
been passed.



Second Extraordinary General Meeting



The Second Extraordinary General Meeting will be held at 9.30 a.m. on 31 October
2003. A special resolution will be proposed at that Meeting to wind-up the
Company voluntarily and appoint the Liquidators.



An extraordinary resolution will also be proposed at the Second EGM for the
purpose of authorising the Liquidators to exercise certain powers for which the
express sanction of Shareholders is required under the Insolvency Act 1986, such
as paying classes of creditors in full.



Such resolutions are conditional, inter alia, on the resolution to be proposed
at the First EGM having been passed prior to the Second EGM. The Scheme will
become effective on the passing of the resolutions at the Second EGM if the
resolution to be proposed at the First EGM has been passed and the other
conditions of the Scheme are satisfied prior to the Second EGM.



In accordance with the Articles, the resolutions to be put at the Second EGM, as
set out in the notice of Meeting, will be voted on by means of a poll.



Third Extraordinary General Meeting



In case the Proposals are not approved at the above Meetings, a further
Extraordinary General Meeting has been convened for 9.35 a.m. on 31 October 2003
(or as soon thereafter as the Second EGM has concluded or been adjourned) to
wind up the Company in accordance with the Articles of Association. If the
Proposals are approved at the First EGM and the Second EGM, it is intended that
this further Extraordinary General Meeting will be adjourned indefinitely.



In accordance with the Articles, in the event that the Third EGM is not
adjourned indefinitely, the resolutions at the Third EGM set out in the notice
of Meeting will be voted on by means of a poll.



Voting at Meetings



The majority required for the passing of all resolutions to be put at the
Meetings is not less than three quarters of the votes cast. On a show of hands
each Shareholder present in person or by duly authorised representative will
have one vote and on a poll each Shareholder present in person or by proxy will
have one vote for each share held.



In accordance with the Articles (as amended by the resolution to be proposed at
the First EGM), each Shareholder voting in favour of the resolutions in respect
of the Scheme at the Second EGM (and the resolutions at the Third EGM) will, on
a poll, generally have such number of votes (or fractions of a vote) as shall
mean that the aggregate votes in favour are four times the votes against; and
each Shareholder voting against shall have one vote per Share. The quorum at the
EGMs is any two Shareholders present in person or by proxy and entitled to vote.



Deemed Elections



Shareholders (apart from Overseas Shareholders) who do not return a Form of
Election will be deemed to have elected for the Bond Fund Option in respect of
their entire holdings of Shares. Overseas Shareholders will be deemed to have
elected for the Cash Option in respect of their entire holdings of Shares.



Shareholders who elect or would otherwise be deemed to elect for the BPT Option
and/or (as the case may be) the Bond Fund Option will be deemed to have elected
for the Cash Option if the value of assets attributable to each such election is
less than #250,000 or if the value of assets attributable to the BPT Option and
the Bond Fund Option in aggregate is less than #2.5 million.



In the event that elections for the BPT Option exceed the maximum number of BPT
Shares available for issue (as described in the section headed 'Options
available to Shareholders' above), such excess elections will instead be
allocated to the Bond Fund.



Recommendation and Voting Intentions



The Independent Directors, who have been advised by Hoare Govett, consider that
the Proposals are in the best interests of Shareholders as a whole. In providing
its advice, Hoare Govett has relied upon the Directors' commercial assessment of
the Proposals. Accordingly, the Independent Directors unanimously recommend
Shareholders to vote in favour of the resolutions to be proposed at the Meetings
as they intend to do in respect of their own beneficial holdings representing
6,000 Shares (0.02 per cent. of the Shares).


EXPECTED TIMETABLE


Date from which it is advised that dealings in Shares               16 October 2003

should only be for cash settlement and immediate

delivery of documents of title

Latest time for receipt of Allianz Dresdner Savings Scheme/         5.00 p.m. on 17 October 2003

PEP/ISA Form(s) of Election and Voting Instruction Forms for the

Extraordinary General Meetings

Latest time for receipt of forms of proxy for the                   9.30 a.m. on 21 October 2003

First Extraordinary General Meeting

Record date for the purposes of Elections                           5.00 p.m. on 21 October 2003

Company's register of members closes                                5.00 p.m. on 21 October 2003

Latest time for receipt of Forms of Election                        5.00 p.m. on 21 October 2003

First Extraordinary General Meeting                                 9.30 a.m. on 23 October 2003

Latest time for receipt of forms of proxy for the                   9.30 a.m. on 29 October 2003

Second Extraordinary General Meeting

Time as at which Shareholders' entitlements under the               4.30 p.m. on 29 October 2003

Scheme are determined

Shares sub-divided and consolidated into Reclassified Shares        8.00 a.m. on 30 October 2003

Dealings in Reclassified Shares commence*                           8.00 a.m. on 30 October 2003

Dealings in Reclassified Shares suspended                           7.30 a.m. on 31 October 2003

Second Extraordinary General Meeting                                9.30 a.m. on 31 October 2003

Effective date for implementation of Proposals                      31 October 2003

Date on which the Company's assets are transferred to               31 October 2003

British Portfolio and the Bond Fund

Dealings commence in new BPT Shares                                 8.00 a.m. on 3 November 2003

Certificates for new BPT Shares and contract notes for              3 November 2003

Bond Fund Shares despatched

Cheques despatched or CHAPS payments made to                        19 November 2003

Shareholders who have elected for cash**





* The Reclassified Shares will arise when the resolution proposed at the First
Extraordinary General Meeting takes effect and are a technical requirement of
the Scheme. Shares will be reclassified according to the Elections made (or
deemed to have been made) by Shareholders.



** This date has been set to enable the redemption proceeds from the majority of
the endowment policies maturing after the Calculation Date to be received by the
Company prior to distribution.


Enquiries:


Simon White                                                     020 7065 1539

Allianz Dresdner Asset Management (UK) Limited

Hugh Field                                                      020 7678 8000

Hoare Govett Limited



Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the Circular to Shareholders of the Company
dated 26 September 2003.



The contents of this announcement have been approved by Hoare Govett Limited,
250 Bishopsgate, London EC2M 4AA, for the purposes of section 21 of the
Financial Services and Markets Act 2000.



Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for the Company and for no-one else and will not
be responsible to anyone other than the Company for providing the protections
afforded to customers of Hoare Govett Limited or for providing advice in
relation to the Proposals or any matter referred to herein.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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