ADR Allianz Dres.2

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
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