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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Allianz Dres.2 | LSE:ADR | London | Ordinary Share | GB0004948419 | ORD 5P 2006 |
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 |
RNS Number:9274H Allianz Dresdr 2 Endw Policy TstPLC 21 August 2006 ALLIANZ DRESDNER SECOND ENDOWMENT POLICY TRUST PLC 21 August 2006 RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND CONTINUATION OF THE COMPANY AND REPAYMENT OF THE 2006 SHARES The Board of Allianz Dresdner Second Endowment Policy Trust plc (the "Company") today announces detailed proposals (the "Proposals") for the reconstruction and continuation of the Company and repayment of the 2006 Shares, proposed to become effective on 13 October 2006. The 2006 Shares are due to be repaid not later than 21 October 2006. The Company's Articles accordingly require the Directors to put a resolution to Shareholders by no later than 30 September 2006 to consider the winding up of the Company, unless the Directors are released from this obligation. The Directors, with their advisors, have reviewed the courses of action available to the Company, which include a liquidation or various forms of reconstruction of the Company. In reaching its decision, the Board has taken account of the costs of the various alternatives, including that of a liquidation of the Company. The difference between the costs of a liquidation and the costs of the Proposals is marginal and, in the Board's opinion, this difference is outweighed by the benefits of providing roll-over options to 2006 Shareholders and allowing the Company to remain in existence for the 2009 Shareholders. The Directors have therefore concluded that it is in the interests of Shareholders as a whole to propose a scheme of reconstruction, which provides for the continuation of the Company in a cost-effective manner in so far as the 2009 Shareholders are concerned whilst including options for 2006 Shareholders to elect for: (a) shares in an existing investment trust, British Portfolio Trust plc ("BPT"), managed by RCM (UK) Limited; and/or, (b) shares in a sub-fund of an existing open-ended investment company, (Allianz UK & European Investment Funds ("EIF")), The Allianz PIMCO Sterling Total Return Fund ("Sterling Total Return Fund"), managed by PIMCO, a member of Allianz Global Investors; and/or, (c) realising all of their investment in the 2006 Pool for cash, as suits each 2006 Shareholder's personal investment requirements. The Board would have liked to have been able to offer 2006 Shareholders the option to convert their 2006 Shares into 2009 Shares but due to the unavailability of suitable endowment policies at reasonable prices this has not been possible. OPTIONS AVAILABLE TO 2006 SHAREHOLDERS THE BPT OPTION 2006 Shareholders who elect for the BPT Option will receive new BPT Shares. As further described in the section below headed "Calculation of Value for the Purposes of the Proposals", new BPT Shares will be issued at a price equal to 101 per cent. of the net asset value per BPT Share (including accrued but undeclared net income) as at the Calculation Date or, if higher, 90 per cent. of the middle market price per BPT Share as at the Calculation Date. BPT is an existing investment trust whose ordinary shares are listed on the Official List and traded on the London Stock Exchange. It is managed by RCM (UK) Limited. Its investment objective is to provide growth in capital and income in the long term through investment principally in UK listed equities. Such equities consist mainly of shares in FTSE 100 companies but also include medium-sized and smaller companies. There is a limit on the number of BPT Shares which may be issued pursuant to the Proposals. If this limit would otherwise be exceeded, the excess will be deemed to be elections for the Cash 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 13 October 2006. Dealings in the new BPT Shares are expected to commence at 8.00 a.m. on 13 October 2006. The new BPT Shares issued pursuant to the Proposals will rank pari passu in all respects with the existing BPT Shares. BPT Shares qualify as an investment for ISAs and PEP transfers. THE STERLING TOTAL RETURN FUND OPTION 2006 Shareholders who elect for the Sterling Total Return Fund Option will receive shares (of no par value) in the Sterling Total Return Fund. The Sterling Total Return Fund is a sub-fund of EIF, and aims to maximise total return, consistent with preservation of capital and prudent investment management, primarily through investment in fixed income securities issued by corporate, government, supranational institutions and local regional agencies, as well as any other security. The Sterling Total Return Fund may invest internationally although investment will predominantly be in the United Kingdom and Europe. Sterling Total Return Fund Shares qualify as an investment for ISAs and PEP transfers. Sterling Total Return Fund Shares will be issued at a price equal to the net asset value per Sterling Total Return Fund Share as at noon on 13 October 2006, calculated in accordance with the FSA Regulations, as further described in the section below "Calculation of Value for the Purposes of the Proposals". No initial charge will be levied in relation to the Sterling Total Return Fund Shares issued under the Proposals and the Directors believe that it is extremely unlikely that any dilution levy will be applied. The new Sterling Total Return Fund Shares will be subject to an equalisation charge to ensure equality of treatment with existing shareholders in the Sterling Total Return Fund. THE CASH OPTION 2006 Shareholders who elect (or who are deemed to elect) for the Cash Option will receive cash in respect of their 2006 Shares for which an election for the Cash Option is or is deemed to be made, equal to the Terminal Asset Value per 2006 Share. DETAILS OF THE PROPOSALS Calculation of Value for the Purposes of the Proposals Prior to any assets being transferred to BPT or the Sterling Total Return Fund under the Proposals or being realised and distributed pursuant to the Cash Option, the Directors will retain from the assets attributable to the 2006 shares (the "2006 Pool") a fund (the "Retained Fund") which the Directors consider to be sufficient to provide for all outstanding liabilities of the 2006 Pool, including contingent liabilities and the costs incurred by, or in respect of, the Company in relation to the Proposals. To the extent that this contingency sum is not required, any cash balance remaining in the Retained Fund will be paid, in due course, to 2006 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 2006 Shares. 2006 Shareholders' entitlements will be calculated as at the Calculation Date and will reflect their entitlements on a winding up of the Company under the Articles of Association. New BPT Shares will be issued at a price equal to 101 per cent. of their net asset value as at the Calculation Date (including accrued but undeclared net income) or, if higher, 90 per cent. of the middle market price per BPT Share as at the Calculation Date. Sterling Total Return Fund Shares will be issued at a price equal to the net asset value per Sterling Total Return Fund Share, as at noon on 13 October 2006, calculated in accordance with the FSA Regulations. The number of BPT Shares or Sterling Total Return Fund Shares (as the case may be) to be issued to each relevant 2006 Shareholder will be such number as has a value, at the BPT Issue Price or the Sterling Total Return Fund Issue Price (as the case may be), equal to the Terminal Asset Value, calculated in accordance with the Proposals, of the 2006 Shares in respect of which such 2006 Shareholder elected to receive BPT Shares or Sterling Total Return Fund Shares (as the case may be). Conditions The Proposals are conditional upon the passing of the requisite resolutions at the Meetings and Court approval of the capital reduction pursuant to section 135 of the Companies Act 1985 (as amended) required to give effect to the Proposals. If the new BPT Shares or the Sterling Total Return Fund Shares are, for any reason, not issued, elections for the BPT Option or (as the case may be) the Sterling Total Return Fund Option will be deemed to be for the Cash Option. Costs The total costs of the Proposals (excluding the Retained Fund) are not expected to exceed #300,000 (including VAT), equivalent to approximately 0.5 per cent. of the Company's net asset value and 0.9 per cent. of the net assets of the 2006 Pool as at the close of business on 30 June 2006 (being the latest practicable date prior to publication of this document). These costs will be borne by the 2006 Shareholders. No initial charges will be payable by 2006 Shareholders in connection with the issue of BPT Shares or Sterling Total Return Fund Shares under the Proposals. In addition, the Directors believe that it is extremely unlikely that any dilution levy will be applied in respect of the Sterling Total Return Fund Shares issued pursuant to the Proposals. DEEMED ELECTIONS 2006 Shareholders who do not return a Form of Election or (as appropriate) send a TTE instruction to CRESTCo in accordance with the above instructions will be deemed to have elected for the Cash Option in respect of their entire holdings of 2006 Shares. Overseas 2006 Shareholders will not receive a Form of Election and will be deemed to have elected for the Cash Option in respect of their entire holdings of 2006 Shares. 2006 Shareholders who elect for the BPT Option and/or (as the case may be) the Sterling Total Return 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 Sterling Total Return Fund Option in aggregate is less than #2 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 above headed "Options available to 2006 Shareholders"), 2006 Shareholders will be scaled down pro rata to their elections made and will receive cash to the extent of any excess. Copies of the Circular have been submitted to the UK Listing Authority and will be available shortly for inspection at the UK Listing Authority's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, London E14 5HS (Telephone: 020 7066 1000). EXPECTED TIMETABLE 2006 Date from which it is advised that 2006 Shares should only be for 8 September cash settlement and immediate delivery of documents of title Latest time for receipt of Allianz Global Investors Investment Trust Share Plan/PEP/ISA Forms of Instruction 10.00 a.m. on 11 September Latest time for receipt of Allianz Global Investors Investment Trust 12.00 noon on 13 September Share Plan/PEP/ISA Forms of Direction Record date for the purposes of Elections 5.00 p.m. on 13 September Company's register of members in respect of 2006 Shares closes 5.00 p.m. on 13 September Latest time for receipt of Forms of Election 5.00 p.m. on 13 September Latest time for receipt of TTE instructions from 2006 Shareholders 5.00 p.m. on 13 September holding 2006 Shares in uncertificated form Listing of 2006 Shares suspended 14 September Latest time for receipt of Forms of Proxy for the Separate General 9.30 a.m. on 16 September Meeting of the 2006 Shareholders Latest time for receipt of Forms of Proxy for the Separate General 9.35 a.m. on 16 September Meeting of the 2009 Shareholders Latest time for receipt of Forms of Proxy for the Extraordinary General Meeting 9.40 a.m. on 16 September Separate General Meeting of the 2006 Shareholders 9.30 a.m. on 18 September Separate General Meeting of the 2009 Shareholders 9.35 a.m. on 18 September Extraordinary General Meeting 9.40 a.m. on 18 September Calculation Date 6 October Bonus Issue of new 2006 Shares 7.30 a.m. on 11 October 2006 Shares reclassified into Reclassified Shares by 8.00 a.m. on 11 October Company's register of members in respect of Reclassified Shares 8.00 a.m. on 11 October opens Court Hearing for Reduction of Capital 11 October 2006 Shares cancelled and Effective Date 13 October Listing and trading of 2006 Shares cancelled before 8.00 a.m. on 13 October Date on which the 2006 Pool assets are transferred to BPT and the 13 October Sterling Total Return Fund Credit 2006 Shareholders holding 2006 Shares in uncertificated form 8.00 a.m. on 13 October with new BPT Shares Dealings commence in new BPT Shares 8.00 a.m. on 13 October Certificates for new BPT Shares and contract notes for Sterling On or as soon as practicable after 13 Total Return Fund Shares despatched October Cheques despatched or CHAPS payments made to 2006 Shareholders who On or as soon as practicable after 13 have elected for cash and CREST payments made October Reconvened EGM (in the event of failure of the Proposals only) 10.30 a.m. on 31 October Terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Circular issued by Allianz Dresdner Second Endowment Policy Trust plc dated 21 August 2006. ENQUIRIES Simon White 020 7065 1539 RCM (UK) Limited Howard Myles 020 7951 5324 Ernst & Young LLP This information is provided by RNS The company news service from the London Stock Exchange END REPSEFFWFSMSEEA
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