Withdrawal of Proposals
10 Décembre 2009 - 12:58PM
UK Regulatory
TIDMADRK
RNS Number : 9184D
Allianz Dresdr 2 Endw Policy TstPLC
10 December 2009
Allianz Dresdner Second Endowment Policy Trust plc (the "Company")
10 December 2009
WITHDRAWAL OF PROPOSALS FOR THE RECONSTRUCTION AND CONTINUATION OF THE COMPANY,
ADJOURNMENT OF FIRST EGM AND CONFIRMATION THAT SECOND EGM WILL BE HELD
Withdrawal of Proposals
Further to the announcement made on 19 November 2009 regarding the proposals for
the reconstruction and continuation of the Company (the "Proposals"), the Board
announces that the required conditions have not been satisfied and the Proposals
will not therefore be implemented.
As previously announced, your Board concluded that the Company would 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 size following
implementation of the Proposals. However, insufficient commitments or
applications were made under the Placing and Offer for Subscription to enable
the Company to have at least GBP30 million of net assets (before deduction of
the costs and expenses of the Proposals) after satisfaction of those elections
and the Proposals will not therefore be implemented.
2009 Shares will not therefore be reclassified as A Ordinary Shares and Ordinary
Shares and the listing of the 2009 Shares on the Official List will not be
amended.
First EGM
The First EGM of the Company will 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. However, the Resolution will not be put to a vote at
the First EGM and the First EGM will be adjourned indefinitely.
Second EGM
As the conditions to the implementation of the Proposals have not been satisfied
and the Proposals will not be implemented, a special resolution will be proposed
at the Second EGM of the Company to be held at 9.30 a.m. on 18 December 2009 at
the offices of Dickson Minto W.S., 6th Floor, Royal London House, 22/25 Finsbury
Square, London EC2A 1DX to voluntarily wind-up the Company.
The special resolution to be proposed at the Second EGM requires the approval of
at least 75 per cent. of the votes cast on that resolution. In accordance with
the articles of association of the Company (the "Articles"), the vote on that
resolution will be conducted on a poll. However, weighted voting rights apply
under the Articles so that the resolution will be passed regardless of how
shareholders vote. Full details of the Proposals and the resolution to be
proposed at the Second EGM are set out in the Circular.
As explained in the Circular, it is intended that the 2009 Shares will be
suspended from listing on the Official List of the UK Listing Authority and from
trading on the London Stock Exchange's main market for listed securities at 7.30
a.m. on 18 December 2009 and the listing of those shares will be cancelled on 21
December 2009.
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.
Numis Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting 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 any other person for providing the protections afforded to its
clients nor for affording advice in relation to such matters.
Definitions
Capitalised terms used in this announcement and not otherwise defined herein
shall have the meanings given in the circular published by the Company on 19
November 2009.
END
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END
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