TIDMADRK
RNS Number : 8003C
Allianz Dresdr 2 Endw Policy TstPLC
19 November 2009
Allianz Dresdner Second Endowment Policy Trust plc (the "Company")
19 November 2009
Recommended proposals for the reconstruction and continuation of Allianz
Dresdner Second Endowment Policy Trust plc
Introduction
The Board of the Company is pleased to announce proposals for the reconstruction
and continuation of the Company (the "Proposals"). The Company has, today,
published and posted a circular (the "Circular") and a prospectus (the
"Prospectus") to 2009 Shareholders in connection with the Proposals. Further
details of the Proposals are set out below and in the Circular and Prospectus.
Defined terms used in this announcement are set out below.
Background to and reasons for the Proposals
The Directors are required under the existing Articles of Association to convene
an extraordinary general meeting of the Company to propose a resolution
requiring the Company to be wound-up voluntarily by no later than 31 December
2009, unless the Directors have previously been released from this obligation by
the 2009 Shareholders.
The Board, with its advisers, has reviewed the options available to the Company,
which include liquidation or various forms of reconstruction of the
Company. The Board has concluded that it is in the interests of 2009
Shareholders as a whole to recommend the Proposals which provide for the
continuation of the Company in a cost efficient manner while providing an option
for 2009 Shareholders to realise all or part of their investment in the Company
for cash at a price which represents a discount of 0.8 per cent. to the Terminal
Net Asset Value per 2009 Share.
The Proposals
In summary, the Proposals for the reconstruction and continuation of the Company
involve:
? the continuation of the planned life of the Company until 31 December
2016 and with a revised investment policy focusing on investment in sterling
denominated corporate bonds, at least 90 per cent. of which by value will be
investment grade at the time of purchase;
?the Company ceasing to carry on its business so as to qualify as an investment
trust from 1 January 2010;
? the issue of up to 35 million New Ordinary Shares for cash at a premium of
two per cent. to the initial Net Asset Value of an Ordinary Share immediately
following the implementation of the Proposals (such initial Net Asset Value per
Ordinary Share being 98.5 per cent. of the Terminal Net Asset Value per 2009
Share as calculated on the Calculation Date) by way of a Placing and Offer for
Subscription in order to maintain a viable portfolio size following the
implementation of the Proposals;
? an opportunity for 2009 Shareholders to continue their investment in the
Company, subject to bearing a proportion of the total costs and expenses of the
Proposals equivalent to 1.5 per cent. of the Terminal Net Asset Value per 2009
Share;
? an opportunity for 2009 Shareholders to realise all or part of their
investment in the Company for cash at a price which represents a discount of 0.8
per cent. to the Terminal Net Asset Value per 2009 Share by electing for the
Realisation Option;
? revised investment management arrangements with the Manager following the
implementation of the Proposals;
? the change of the Company's name to "Kontinua 2016 plc";
? the adoption of New Articles of Association by the Company which remove the
requirement for the Company to propose a winding up resolution by 31 December
2009 (provided that the Proposals become effective) and update the Company's
constitution to reflect recent changes in legislation and regulation. If the
Proposals become effective, the New Articles of Association will instead require
the Company to propose a winding up resolution at any time during the period
between 30 June 2016 and 31 December 2016, unless the Directors have previously
been released from that obligation by special resolution of the Shareholders;
? the renewal of the Company's authority to buy back Shares following the
implementation of the Proposals; and
? the proposed cancellation of the amounts standing to the credit of the
Company's share premium account and capital redemption reserve following the
Issue and the redemption of the Realisation Shares.
Benefits of the Proposals
The Board believes that the Proposals are in the best interests of 2009
Shareholders as a whole. In particular, the Proposals:
? provide 2009 Shareholders with the opportunity to retain their investment
in the Company which, unlike the Realisation Option or a liquidation of the
Company, will not crystallise a potential liability to capital gains tax;
?enable the Company, subject to certain provisions of the Income and Corporation
Taxes Act 1988 (as amended), to use its tax losses (attributable to its
accumulated excess management expenses and finance costs) which would be of no
value to the Company on a liquidation of the Company;
? provide for the continuation of the Company in a cost efficient manner. The
Company will benefit from revised management fee arrangements if the Proposals
become effective;
?ensure that the size of the Company immediately following the Proposals
becoming effective is maintained at net assets of GBP30 million or potentially
increased to net assets of not more than GBP50 million (in each case before
deduction of the costs and expenses of the Proposals) through the issue of New
Ordinary Shares under the Issue; and
?enable 2009 Shareholders who are on the Register on the Record Date to elect to
realise all or part of their investment in the Company in a tax efficient manner
and at a discount of 0.8 per cent. to the Terminal Net Asset Value per 2009
Share. This is broadly consistent with the amount per 2009 Share which 2009
Shareholders could expect to realise on a straightforward winding up of the
Company on or prior to 31 December 2009.
Conditions to the implementation of the Proposals
The Proposals are conditional on, inter alia:
* the approval by 2009 Shareholders of the Resolution to be proposed at the First
Extraordinary General Meeting of the Company to be held at 9.30 a.m. on 14
December 2009;
* the Placing and Offer for Subscription becoming unconditional and the net
asset value of the Company immediately following implementation of the Proposals
(including the redemption of the Realisation Shares) exceeding GBP30 million
(before deduction of the costs and expenses of the Proposals);
* the UK Listing Authority agreeing to admit the New Ordinary Shares to the
Official List and the London Stock Exchange agreeing to admit such shares to
trading on its main market for listed securities, subject only to allotment; and
* the Company having sufficient distributable profits (within the meaning of the
Act) to finance in full the redemption of the Realisation Shares.
In the event that the Proposals do not become unconditional by 8.00 a.m. on 15
December 2009 (or such later time and/or date as the Directors may determine),
the Proposals will not be implemented and a resolution will be proposed at the
Second EGM of the Company to be held at 9.30 a.m. on 18 December 2009 to
voluntarily wind-up the Company.
Further details of the Proposals
Proposed investment policy
Under the Proposals, it is proposed that the Company's investment policy will be
changed. If the Proposals (including the Issue) are approved by 2009
Shareholders at the First EGM, the Company's revised investment objective will
be to provide Shareholders with a capital return over the period to 31 December
2016. It is not anticipated that dividends will be paid to Shareholders during
the proposed life of the Company.
The Company aims to deliver the revised objective by investing in a diversified
portfolio of sterling denominated corporate bonds (at least 90 per cent. of
which by value will be investment grade at the time of purchase) and holding
them to maturity or their sale prior to the end of the Company's life.
It is anticipated that the Company's portfolio will consist of approximately 30
to 40 corporate bonds. At least 90 per cent. by value of the corporate bonds in
the portfolio will be selected from the iBoxx Sterling Corporates Index. It is
expected that the portfolio will consist of corporate bonds that mature between
1 July 2015 and 30 June 2018, and that the bonds will be held until maturity or
will be sold shortly before 31 December 2016. All except two of the endowment
policies held by the Company are expected to have matured or will have been
surrendered by 31 December 2009 and the Company expects to purchase the
portfolio of bonds over a period of no more than one month from the date of
issue of the New Ordinary Shares (and following the purchase of the portfolio,
it will consist of a minimum of 30 corporate bonds).
On the basis of prevailing gross redemption yields as at 17 November 2009, the
latest practicable date prior to the publication of the Circular and the
Prospectus, the Manager intends to construct a portfolio with an expected gross
redemption yield of approximately 6 per cent.
If the Proposals are implemented, the Board expects that the Company will apply
for approval as an investment trust until the end of the current financial year
on 31 December 2009. A small portfolio of preference shares may be purchased by
the Company if necessary in order to achieve the requisite amount of eligible
investment income for investment trust purposes for the year ending 31 December
2009.
It is anticipated that interest or coupons paid on the portfolio will be
reinvested in the constituent members of the portfolio or future constituents of
the iBoxx Sterling Corporates Index arising from new issues, subject to
liquidity constraints and market conditions at the time of reinvestment. The
Company may also reinvest bond interest and coupons and the proceeds of maturing
bonds in short-dated corporate bonds, UK government securities or in cash
deposits with a view to managing the Company's liquid assets effectively.
Likewise, it is expected that the proceeds of bonds that mature in the portfolio
will be invested, pending the return of capital to Shareholders, in short-dated
corporate bonds, UK government securities or other relatively low risk assets.
The Manager will not manage the portfolio by reference to any benchmark. The
Company does not intend to use gearing, derivatives (save for the Company's
existing interest rate swaps which expire on 31 December 2009) or engage in
short -selling in pursuing the Company's proposed investment policy.
Principal terms of the Placing and Offer for Subscription
The Board has concluded that the Company will require net assets of between
GBP30 million and GBP50 million (before deduction of the costs and expenses of
the Proposals) in order to maintain a viable portfolio size and to optimise the
use of the Company's tax losses following the implementation of the Proposals.
Accordingly, the Board intends to issue New Ordinary Shares to maintain and
potentially increase the size of the Company as part of the Proposals.
Subject to, inter alia, obtaining 2009 Shareholder approval, the Company will
issue up to 35 million New Ordinary Shares under the Issue. The Issue comprises
a Placing and an Offer for Subscription and will not be underwritten. The New
Ordinary Shares will rank pari passu in all respects with the 2009 Shares, save
that holders of New Ordinary Shares will not be entitled to elect for the
Realisation Option.
The New Ordinary Shares will be issued at an Issue Price representing a premium
of two per cent. to the initial Net Asset Value of an Ordinary Share immediately
following the implementation of the Proposals (such initial Net Asset Value per
Ordinary Share being equal to 98.5 per cent. of the Terminal Net Asset Value per
2009 Share as calculated on the Calculation Date) (rounded up to the nearest
tenth of a penny). No commissions will be paid by the Company to any applicants
under the Issue.
Numis Securities, the Company's placing agent in respect of the Proposals, has
agreed to use its reasonable endeavours to procure placees in the Placing for
New Ordinary Shares. 2009 Shareholders and the public generally (save for
certain Overseas Investors) may apply for New Ordinary Shares through the Offer
for Subscription.
A maximum of 35 million New Ordinary Shares are available for issue under the
Issue. In the event that valid applications under the Placing and the Offer for
Subscription exceed 35 million New Ordinary Shares or the net assets of the
Company following the implementation of the Proposals would exceed GBP50
million (before deduction of the costs and expenses of the Proposals), no
further commitments or applications under the Placing or Offer for Subscription
will be accepted and the Placing and Offer for Subscription will be closed and
applications under the Offer for Subscription will be scaled back pro rata.
Further details of the New Ordinary Shares and the full terms and conditions of,
and the procedure for application under, the Issue are set out in
the Prospectus.
Realisation Option
Under the Proposals, 2009 Shareholders will be given the opportunity to elect to
realise all or part of their investment in the Company for cash. 2009 Shares in
respect of which a valid election is made for the Realisation Option will be
reclassified as A Ordinary Shares. 2009 Shareholders who validly elect for the
Realisation Option will be issued one Realisation Share in respect of each A
Ordinary Share held by them pursuant to the bonus issue. The nominal value of a
Realisation Share will be an amount equal to 99.2 per cent. of the Terminal Net
Asset Value per 2009 Share on the Calculation Date (rounded up to the nearest
tenth of a penny). The Realisation Shares will be redeemed on 17 December 2009
for cash at a redemption price equal to their nominal value. The Board believes
that this is broadly consistent with the amount 2009 Shareholders could expect
to realise in a straightforward winding up of the Company on or prior to 31
December 2009 (which, based on the published Net Asset Value per 2009 Share as
at 30 September 2009, the Board estimates would be approximately 146p per 2009
Share on the assumption that the total costs and expenses of such a winding up
would be approximately GBP240,000).
This method of return has been chosen as it allows 2009 Shareholders wishing to
retain all or part of their investment in the Company to do so while allowing
2009 Shareholders who wish to realise all or part of their investment to receive
cash in the form of a capital receipt.
Cessation of investment trust status
The Board expects that the Company will apply for approval as an investment
trust under section 842 of the Income and Corporation Taxes Act 1988 until the
end of the current financial year on 31 December 2009 and be approved for the
periods to 31 December 2008 and 31 December 2009. However, if the Proposals are
implemented, the Board intends to cease conducting the affairs of the Company
so as to qualify as an investment trust with effect from 1 January 2010 in order
to give the Company increased flexibility in relation to the management of its
portfolio.
The Board
If the Proposals become effective, Daniel Hodson will join the Board. Daniel has
extensive experience of the insurance, banking and investment industries.
Daniel was Chief Executive of the London International Financial Futures and
Options Exchange (LIFFE) between 1993 and 1998 and was subsequently Professor of
Commerce at Gresham College. He was formerly Deputy Chief Executive of
Nationwide Building Society and Group Finance Director of Unigate plc. Daniel
is currently a non-executive director of SVM Global Fund plc and Chairman of
Berry Palmer and Lyle (Holdings) Limited (an insurance broking firm) and has a
number of charitable interests.
Terence Arthur intends to resign as a Director of the Company if the Proposals
become effective.
Revised management arrangements
Under the terms of the investment management agreement entered into between the
Company and the Manager, the Manager is currently entitled to receive an annual
management fee, calculated and payable quarterly in arrears, of 0.50 per cent.
per annum calculated by reference to the net proceeds arising from the issue of
the 2009 Shares in 1997.
Under the terms of a New Investment Management Agreement entered into between
the Company and the Manager, with effect from the date when the Proposals are
fully implemented, the basic annual investment management fee will be amended
to 0.30 per cent. per annum of the net assets of the Company (excluding any
investments in other funds managed or advised by the Manager). Under the terms
of the New Investment Management Agreement, the Manager has agreed to provide
the Company with custody services until 31 March 2010 for a fee of up to
GBP25,000. Following implementation of the Proposals, the Company will secure
the services of a third party custodian in place of the Manager. A fee of up to
GBP95,000 per annum in respect of credit research services and a fee of
GBP50,000 per annum in respect of secretarial services will also be payable by
the Company to the Manager pursuant to the New Investment Management Agreement.
The Company has also agreed to pay the Manager a transaction fee in recognition
of the significant effort dedicated by the Manager in relation to the Proposals.
Payment of this fee is conditional upon the approval and implementation of the
Proposals. This transaction fee will be equal to such amount as will ensure
that, following the payment thereof and all other fees, costs and expenses
incurred by the Company in connection with the Proposals, the initial Net Asset
Value per Ordinary Share immediately after the implementation of the Proposals
(including the Issue and the redemption of the Realisation Shares) will be 98.5
per cent. of the Terminal Net Asset Value per 2009 Share. The transaction fee
will be payable upon implementation of the Proposals and shall not exceed 1.25
per cent. of the net assets of the Company immediately following implementation
of the Proposals, after the provision, payment and/or deduction of all costs and
expenses incurred by the Company in connection with the Proposals.
Dividend policy
If the Proposals become effective, the Company does not expect to pay dividends
during its planned life to 31 December 2016. Returns to Shareholders are
expected to be paid in the form of a capital distribution in the winding up of
the Company on or around 31 December 2016. The Board will also consider making a
capital distribution on or before 1 April 2016.
Share buy-back policy
The Board is proposing that the Company should be given renewed authority to
purchase Ordinary Shares in the market. The Board believes that such purchases
at appropriate times and prices are a suitable method of modestly enhancing
shareholder value and mitigating the volatility of the discount at which
Ordinary Shares may trade to the Net Asset Value per Ordinary Share.
Accordingly, the Resolution to be proposed at the First EGM will, if passed,
permit the Board to repurchase up to 14.99 per cent. of the issued ordinary
share capital of the Company immediately following completion of the Issue,
redemption of the Realisation Shares and the reclassification of the A Ordinary
Shares as Deferred Shares.
Costs and expenses of the Proposals
If the Proposals are approved by 2009 Shareholders and implemented, the costs
and expenses to be incurred by the Company in relation to the Proposals,
excluding any commission payable to Numis Securities under the Placing and the
transaction fee payable to the Manager, are estimated to vary
between approximately GBP250,000 and GBP300,000 (including irrecoverable VAT)
depending upon the elections received for the Realisation Option and the number
of New Ordinary Shares issued under the Issue. The Company will also pay
commission to Numis Securities at the rate of 0.85 per cent. of the gross
proceeds raised under the Placing and the transaction fee will be payable to the
Manager.
If the Proposals are not approved or implemented, the Company will be put into
voluntary liquidation at the Second EGM and the costs of winding up the Company
and realising the Company's assets will be borne by the Company. In these
circumstances it is estimated that the Company will incur approximately
GBP275,000 of costs and expenses (including abort costs in relation to the
Proposals and a liquidator's retention of GBP50,000) in relation to the winding
up of the Company. The Board estimates that these costs (including abort
costs in relation to the Proposals and the liquidator's retention) will in
aggregate represent approximately 1.4p per 2009 Share, being approximately 1 per
cent. of the latest published Net Asset Value per 2009 Share of 147.2p as at 30
September 2009. The Board believes that the aggregate costs of winding up the
Company (including abort costs and the liquidator's retention) are broadly
consistent with the costs which would typically have been incurred on a
straightforward winding up without reconstruction proposals being put forward to
2009 Shareholders.
Allocation of the costs and expenses of the Proposals if the Proposals are
implemented
2009 Shareholders electing for the Realisation Option
If the Proposals are approved and implemented, 2009 Shareholders who validly
elect for the Realisation Option will effectively bear a proportion of the total
costs and expenses of the Proposals equal in value to 0.8 per cent. of the
Terminal Net Asset Value per 2009 in respect of each 2009 Share for which they
validly elect for the Realisation Option. The Board believes that the
opportunity for 2009 Shareholders to realise all or part of their investment at
a discount of 0.8 per cent. to the Terminal Net Asset Value per 2009 Share
before the costs and expenses of the Proposals (which the Directors estimate,
had the Calculation Date been 30 September 2009, would have resulted in a
realisation value of approximately 146p per 2009 Share) is broadly consistent
with the amount per 2009 Share which Shareholders might otherwise expect to
realise on a straightforward winding up of the Company on or prior to 31
December 2009 (which, based on the latest published Net Asset Value per 2009
Share as at 30 September 2009, the Board estimates would also be approximately
146p per 2009 Share on the assumption that the total costs and expenses of such
a winding up would be approximately GBP240,000 and the Net Asset Value per 2009
Share upon the winding up is 147.2p).
2009 Shareholders who remain invested in the Company following the
implementation of the Proposals
If the Proposals are approved and implemented, 2009 Shareholders who do not
elect (or who are deemed not to have validly elected) for the Realisation Option
in respect of any of their 2009 Shares will remain invested in the Company and
will bear a proportion of the total costs and expenses of the Proposals equal in
value to 1.5 per cent. of the Terminal Net Asset Value per 2009 Share in respect
of each 2009 Share for which they have not validly elected (or are deemed not to
have validly elected) for the Realisation Option. The Board estimates that, had
the Calculation Date been 30 September 2009, 2009 Shareholders who remain
invested in the Company following the implementation of the Proposals would bear
a proportion of those total costs and expenses equal to approximately GBP440,000
or 2.2p per 2009 Share in the event that no 2009 Shareholders elect for the
Realisation Option. The Board believes that these costs and expenses
compare favourably to the liquidation costs and reinvestment costs that would be
likely to be incurred by a 2009 Shareholder if the Company was liquidated and
the net proceeds reinvested by the 2009 Shareholder in a vehicle similar to the
Company following the implementation of the Proposals.
Subscribers under the Issue
Subscribers under the Issue will pay a subscription price for each New Ordinary
Share equal to a premium of 2 per cent. to the initial Net Asset Value of an
Ordinary Share immediately following the implementation of the Proposals (such
initial Net Asset Value per Ordinary Share being equal to 98.5 per cent. of the
Terminal Net Asset Value per 2009 Share). The premium payable upon subscriptions
under the Issue will be used to satisfy part of the costs and expenses of
the Proposals.
Scaling back of the Manager's transaction fee
In the event that the total costs and expenses to be incurred by the Company in
connection with the Proposals exceed the amount of costs and expenses allocated
to 2009 Shareholders and subscribers under the Issue as described above, the
Manager's transaction fee shall be scaled back by an amount equal to such
excess.
Extraordinary General Meetings and expected timetable
The Proposals are conditional on, inter alia, the approval of 2009 Shareholders.
Notices are included in the Circular convening the First EGM and the Second EGM.
The First EGM of the Company is to be held at 9.30 a.m on 14 December 2009 at
the offices of Dickson Minto W.S, 6th Floor, Royal London House, 22/25 Finsbury
Square, London EC2A 1DX, at which a special resolution will be proposed to
approve the Proposals.
If the Resolution is not passed at the First EGM or the Proposals are not
otherwise implemented, the Company will make an announcement via a regulatory
information service to this effect and confirming that the Second EGM will be
held at 9.30 a.m. on 18 December 2009 at the offices of Dickson Minto W.S. At
the Second EGM (if held) a special resolution will be proposed to voluntarily
wind up the Company. In accordance with the Company's Articles of Association,
the vote on that resolution will be conducted on a poll and weighted voting
rights will apply such that the resolution to wind up the Company will be passed
regardless of how 2009 Shareholders vote. In these circumstances, it is expected
that 2009 Shareholders will receive an initial distribution per 2009 Share under
the liquidation of the Company equal to approximately 99 per cent. of the Net
Asset Value per 2009 Share as at 30 September 2009.
The expected timetable for the Proposals is set out in the Circular. The key
dates are as follows:
+----------------------------------------------+------------------------------------------+
| 19 November 2009 | Announcement of Proposals, publication |
| | of Circular and Prospectus and Offer for |
| | Subscription opens |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 6.00 p.m. on 2 December 2009 | Record Date for entitlement to elect for |
| | the Realisation Option |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 1.00p.m. on 7 December 2009 | Latest time and date for receipt of |
| | Application Forms under the Offer for |
| | Subscription |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 1.00p.m. | Latest time and date for receipt of |
| on 7 | Election Forms from certificated 2009 |
| December | Shareholders and TTE Instructions from |
| 2009 | CREST holders electing for the |
| | Realisation Option |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 5.00 p.m. on 9 December 2009 | Closing date for the Placing |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 5.00 p.m. on 9 December 2009 | Calculation Date |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 6.00 p.m. on 11 December 2009 | Register of members closed |
| | |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 9.30 a.m. on 12 December 2009 | Latest time and date for receipt of |
| | Forms of Proxy for the First EGM |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 9.30 a.m. on 14 December 2009 | First EGM |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 8.00 a.m. on 15 December 2009 | Register of members in respect of the |
| | reclassified Ordinary Shares and A |
| | Ordinary Shares opened |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 8.00 a.m. on 15 December 2009 | Amendment to the Official List, dealings |
| | in reclassified Ordinary Shares and A |
| | Ordinary Shares commence |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 8.00 a.m. on 15 December 2009 | New Ordinary Shares admitted to the |
| | Official List and to trading on the |
| | London Stock Exchange's main market for |
| | listed securities |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 8.00 a.m. on 15 December 2009 | Dealings in the New Ordinary Shares |
| | commence and enablement in CREST. New |
| | Ordinary Shares delivered into CREST to |
| | CREST holders |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 9.30 a.m. on 16 December 2009 | Latest time and date for receipt of |
| | Forms of Proxy for the Second EGM |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 5.00 p.m. on 16 December 2009 | Issue of Realisation Shares to holders |
| | of A Ordinary Shares. |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 7.30 a.m. on 17 December 2009 | Redemption Date and cancellation of |
| | listing of A Ordinary Shares |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 7.30 a.m. on 18 December 2009 | Dealings in 2009 Shares suspended and |
| | register of members closed (if the |
| | Proposals are not implemented) |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| 9.30 a.m. on 18 December 2009 | Second EGM (if the Proposals are not |
| | implemented) |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| On or around 21 December 2009 | Cancellation of listing of 2009 Shares |
| | (if the Proposals are not implemented) |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| Week commending 21 December | Despatch of Ordinary Share certificates |
| 2009 | and CREST accounts credited |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
| Week commencing 21 December | Despatch of cheques and CREST accounts |
| 2009 | credited (as appropriate) in respect of |
| | the proceeds of redemption of the |
| | Realisation Shares redeemed on the |
| | Redemption Date |
+----------------------------------------------+------------------------------------------+
| | |
+----------------------------------------------+------------------------------------------+
Further Information
Full details of the Proposals, and the procedure for electing for the
Realisation Option, are set out in the Circular. The full terms and conditions
of, and the procedure for application under, the Issue are set out in the
Prospectus.
Availability of the Circular and Prospectus
Copies of the Circular and the Prospectus have been submitted to the Financial
Services Authority, and will shortly be available for inspection at the
Financial Services Authority's Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary WharfLondon E14 5HS
Copies of the Circular and Prospectus are also available from the offices of
Dickson Minto W.S., Royal London House, 22/25 Finsbury Square, London EC2A 1DX
and at the registered office of the Company.
Enquiries
All enquiries:
Simon White/Peter Ames, RCM (UK) Limited
Tel: 020 7859 9000
Nathan Brown, Numis Securities Limited
Tel: 020 7260 1000
Douglas Armstrong, Dickson Minto W.S.
Tel: 020 7649 6823
Dickson Minto W.S., which is authorised and regulated by the Financial Services
Authority, is the sponsor and solicitor to the Company and Dickson Minto W.S. is
acting exclusively for the Company and for no-one else in connection with the
Proposals and the contents of this announcement and will not be responsible to
anyone other than the Company for providing the protections afforded to clients
of Dickson Minto W.S., or for affording advice in relation to the Proposals or
the contents of this announcement or any matters referred to herein.
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
+------------------------------------------+------------------------------------------------+
| "2009 Shareholders" | registered holders of 2009 Shares |
| | |
+------------------------------------------+------------------------------------------------+
| "2009 Shares" | KSEPT 2009 shares of 1p each in the capital of |
| | the Company (to be converted into Ordinary |
| | Shares and/or A Ordinary Shares if the |
| | Resolution is passed at the First EGM and |
| | Admission becomes effective) |
| | |
+------------------------------------------+------------------------------------------------+
| "A Ordinary Shares" | A ordinary shares of 1p each in the capital of |
| | the Company, the rights and restrictions of |
| | which are set out in Part IV of the Circular |
| | |
+------------------------------------------+------------------------------------------------+
| "Act" | the Companies Act 2006 (as amended) |
| | |
+------------------------------------------+------------------------------------------------+
| "Application Form" | the application form for use in connection |
| | with the Offer for the Subscription |
| | |
+------------------------------------------+------------------------------------------------+
| "Articles of Association" | the existing articles of association of the |
| | Company |
| | |
+------------------------------------------+------------------------------------------------+
| "Board" or "Directors" | the board of directors of the Company (or any |
| | duly authorised committee thereof) and |
| | "Director" means any one of them |
| | |
+------------------------------------------+------------------------------------------------+
| "Calculation Date" | 5.00 p.m on 9 December 2009 |
| | |
+------------------------------------------+------------------------------------------------+
| "certificated" | a Share which is not in uncertificated form |
| | |
+------------------------------------------+------------------------------------------------+
| "Circular" | he circular published by the Company and dated |
| | 19 November 2009 |
| | |
+------------------------------------------+------------------------------------------------+
| "Company" | Allianz Dresdner Second Endowment policy Trust |
| | plc, a company incorporated in England and |
| | Wales with registered number 2858971 |
| | |
+------------------------------------------+------------------------------------------------+
| "CREST" | the relevant system (as defined in the CREST |
| | Regulations) in respect of which Euroclear is |
| | the Operator (as defined in the CREST |
| | Regulations) in accordance with which |
| | securities may be held and transferred in |
| | uncertificated form |
| | |
+------------------------------------------+------------------------------------------------+
| "CREST Manual" | the document entitled "CREST Reference Manual" |
| | issued by Euroclear |
| | |
+------------------------------------------+------------------------------------------------+
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 |
| | (SI 2001/3755) (as amended) |
| | |
+------------------------------------------+------------------------------------------------+
| "Deferred Shares" | the unlisted deferred shares of 1p each in the |
| | capital of the Company, the rights and |
| | restrictions of which are set out in Part IV |
| | of the Circular |
| | |
+------------------------------------------+------------------------------------------------+
| "Election Form" | the form of election enclosed with the |
| | Circular by which certificated 2009 |
| | Shareholders may choose to realise some or all |
| | of their investment in the Company by electing |
| | for the Realisation Option |
| | |
+------------------------------------------+------------------------------------------------+
| "Euroclear" | Euroclear UK & Ireland Limited |
| | |
+------------------------------------------+------------------------------------------------+
| "Extraordinary General Meetings" | the First EGM and the Second EGM |
| | |
+------------------------------------------+------------------------------------------------+
| "First EGM" or "First Extraordinary | the extraordinary general meeting of the |
| General Meeting" | Company to be held at 9.30 a.m. on 14 December |
| | 2009 (and any adjournment thereof) to approve |
| | the Proposals |
| | |
+------------------------------------------+------------------------------------------------+
| "Form(s) of Proxy" | the forms of proxy accompanying the Circular |
| | for use by 2009 Shareholders in connection |
| | with the First EGM and the Second EGM |
| | |
+------------------------------------------+------------------------------------------------+
| "FSA" | the Financial Services Authority of the United |
| | Kingdom |
| | |
+------------------------------------------+------------------------------------------------+
| "FSMA" | the Financial Services and Markets Act 2000 |
| | (as amended) |
| | |
+------------------------------------------+------------------------------------------------+
| "Issue" | the issue of New Ordinary Shares at the Issue |
| | Price pursuant to the Placing and Offer for |
| | Subscription |
| | |
+------------------------------------------+------------------------------------------------+
| "Issue Price" | the issue price of the New Ordinary Shares to |
| | be issued under the Issue, being a premium of |
| | 0.47 per cent. to the Terminal Net Asset Value |
| | per 2009 Share calculated as at the |
| | Calculation Date (rounded up to the nearest |
| | tenth of a penny) |
| | |
+------------------------------------------+------------------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
| | |
+------------------------------------------+------------------------------------------------+
| "Manager" or "Investment Manager" or | RCM (UK) Limited |
| "RCM" | |
+------------------------------------------+------------------------------------------------+
| "Net Asset Value" or "NAV" | in relation to a Share, means its net asset |
| | value on the relevant date calculated in |
| | accordance with the Company's normal |
| | accounting policies |
| | |
+------------------------------------------+------------------------------------------------+
| "New Articles of Association" | the new articles of association of the Company |
| | proposed to be adopted at the First EGM |
| | |
+------------------------------------------+------------------------------------------------+
| "New Investment Management Agreement" | the conditional management and administration |
| | agreement entered into between the Company and |
| | the Manager on 19 November 2009 |
| | |
+------------------------------------------+------------------------------------------------+
| "New Ordinary Shares" | new ordinary shares of 1p each in the capital |
| | of the Company to be issued pursuant to the |
| | Proposals |
| | |
+------------------------------------------+------------------------------------------------+
| "Numis Securities" | Numis Securities Limited, placing agent to the |
| | Company |
| | |
+------------------------------------------+------------------------------------------------+
| "Offer for Subscription" or "Offer" | the offer for subscription of New Ordinary |
| | Shares at the Issue Price as described in the |
| | Circular and the Prospectus |
| | |
+------------------------------------------+------------------------------------------------+
| "Official List" | the official list of the UK Listing Authority |
| | |
+------------------------------------------+------------------------------------------------+
| "Ordinary Shares" | ordinary shares of 1p each in the capital of |
| | the Company |
| | |
+------------------------------------------+------------------------------------------------+
| "Overseas Investors" | a person who is not resident in, or who is |
| | outside or who has a registered address |
| | outside, the United Kingdom, the Channel |
| | Islands and the Isle of Man |
| | |
+------------------------------------------+------------------------------------------------+
| "Placing" | the placing of New Ordinary Shares at the |
| | Issue Price as described in the Circular |
| | |
+------------------------------------------+------------------------------------------------+
| "Proposals" | he proposals described in the Circular |
| | comprising, amongst other things, the |
| | extension of the planned life of the Company, |
| | the amendment to the investment policy of the |
| | Company, the adoption of the New Articles of |
| | Association, the cessation of the Company's |
| | status as an investment trust, the amendment |
| | of the management arrangements of the Company, |
| | the change to the Company's name, the Issue, |
| | the opportunity for 2009 Shareholders to |
| | realise all or part of their investment in the |
| | Company and the proposed cancellation of the |
| | Company's share premium account and capital |
| | redemption reserve |
| | |
+------------------------------------------+------------------------------------------------+
| "Prospectus" | the prospectus published by the Company and |
| | dated 19 November 2009 |
| | |
+------------------------------------------+------------------------------------------------+
| "Realisation Option" | the option for 2009 Shareholders to elect to |
| | realise all or part of their investment in the |
| | Company pursuant to the Proposals as described |
| | in the Circular |
| | |
+------------------------------------------+------------------------------------------------+
| "Realisation Shares" | unlisted cumulative redeemable preference |
| | shares in the capital of the Company, having a |
| | nominal value equal to 99.2 per cent. of the |
| | Terminal Net Asset per 2009 Share as |
| | calculated on the Calculation Date (rounded up |
| | to the nearest tenth of a penny) and having |
| | the rights and restrictions set out in Part |
| | III of the Circular, to be issued by way of |
| | bonus issue to 2009 Shareholders who elect for |
| | the Realisation Option under the Proposals |
| | |
+------------------------------------------+------------------------------------------------+
| "Record Date" | the time and date on which 2009 Shareholders |
| | have to be on the Register in order to elect |
| | for the Realisation Option, being 6.00 p.m on |
| | 2 December 2009 |
| | |
+------------------------------------------+------------------------------------------------+
| "Redemption Date" | 17 December 2009 |
| | |
+------------------------------------------+------------------------------------------------+
| "Register" | the register of members of the Company |
| | |
+------------------------------------------+------------------------------------------------+
| "Resolution" | the special resolution to be proposed at the |
| | First EGM to approve the Proposals |
| | |
+------------------------------------------+------------------------------------------------+
| "Second EGM" or "Second Extraordinary | the extraordinary general meeting of the |
| General Meeting" | Company to be held in the event that the |
| | Resolution is not approved at the First EGM or |
| | if the Proposals do not become unconditional, |
| | at 9.30 a.m on 18 December 2009 (and any |
| | adjournment thereof) |
| | |
+------------------------------------------+------------------------------------------------+
| "Shares" | 2009 Shares, Ordinary Shares, New Ordinary |
| | Shares, Deferred Shares and/or Realisation |
| | Shares (as the context requires) |
| | |
+------------------------------------------+------------------------------------------------+
| "Shareholders" | registered holders of Shares |
| | |
+------------------------------------------+------------------------------------------------+
| "Terminal Net Asset Value per 2009 | the adjusted net asset value per 2009 Share as |
| Share" | calculated in accordance with Part VII of the |
| | Circular |
| | |
+------------------------------------------+------------------------------------------------+
| "TTE Instruction" | a transfer to escrow instruction (as defined |
| | by the CREST Manual) |
| | |
+------------------------------------------+------------------------------------------------+
| "UK Listing Authority" | the FSA acting in its capacity as the |
| | competent authority for the purposes of Part |
| | VI of FSMA |
| | |
+------------------------------------------+------------------------------------------------+
| "uncertificated" or "in uncertificated | Shares recorded in the Register as being held |
| form" | in uncertificated form in CREST and title to |
| | which, by virtue of the CREST Regulation, may |
| | be transferred by means of CREST |
| | |
+------------------------------------------+------------------------------------------------+
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and |
| | Northern Ireland |
| | |
+------------------------------------------+------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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