Publication of a Prospectus - 2028 ZDPs

18 March 2021

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

 

UIL FINANCE LIMITED

(LEI Number: 213800JPJWZ5P3QJX538)

 

UIL LIMITED

(LEI Number: 213800CTZ7TEIE7YM468)

 

UIL Limited ("UIL" or the "Company")
UIL Finance Limited ("UIL Finance")
together the "Group"

 

Publication of Prospectus

 

The Group announces that it has today published a prospectus (the "Prospectus"), which has been approved by the Financial Conduct Authority (the "FCA"), in connection with:

 

·    a rollover offer of 2022 ZDP Shares into 2028 ZDP Shares (the "Rollover Offer");

·    a placing, intermediaries offer and offer for subscription of up to 25 million 2028 ZDP Shares (less the number of 2028 ZDP Shares arising on the conversion of 2022 ZDP Shares pursuant to the Rollover Offer) (the "Initial Issue"); and

·    a placing programme of up to 25 million 2028 ZDP Shares (less than the number of 2028 ZDP Shares arising pursuant to the Rollover Offer and issued pursuant to the Initial Issue) (the "Placing Programme").

 

Applications will be made to the FCA for the 2028 ZDP Shares issued pursuant to the Rollover Offer and Initial Issue to be admitted to the standard listing segment of the Official List and to the London Stock Exchange for such 2028 ZDP Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

 

It is expected that Initial Admission will become effective and that dealings in the 2028 ZDP Shares issued pursuant to the Rollover Offer and the Initial Issue, fully paid, will commence at 8.00 a.m. on 23 April 2021.

 

It is expected that Admission of any further 2028 ZDP Shares issued pursuant to the Placing Programme will become effective, and that dealings in such 2028 ZDP Shares will commence, during the period from 24 April 2021 to 17 March 2022.

 

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website: www.uil.limited.

 

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus to be published today.

 

Rollover Offer and Initial Issue Statistics

2028 ZDP Share issue price and Initial Issue Price	100p
Initial Capital Entitlement per 2028 ZDP Share	100p
Final Capital Entitlement per 2028 ZDP Share	152.29p
Gross Redemption Yield at 2028 ZDP Share Initial Issue Price	5.75%
2028 ZDP Cover following the Rollover Offer and Initial Issue*	2.12x
Maximum size of the Rollover Offer and Initial Issue	25 million 2028 ZDP Shares

 

Placing Programme statistics

Maximum number of 2028 ZDP Shares to be issued	25 million (less the number of 2028 ZDP Shares issued pursuant to the Rollover Offer and the Initial Issue)
Placing Programme Price per 2028 ZDP Share	not less than the Accrued Capital Entitlement of the 2028 ZDP Shares at the time of allotment**

 

*              Assuming that 25 million 2028 ZDP Shares are issued pursuant to the Rollover Offer and Initial Issue.

**            The maximum Placing Programme Price will be equal to the best offer price of the 2028 ZDP Shares at the time the proposed issue is announced.

 

Expected Timetable

 

Initial Issue and Rollover Offer                                                                                                                2021

Initial Placing, Intermediaries Offer and Offer for Subscription opens	18 March
Latest time and date for receipt of Forms of Election and TTE Instructions in connection with the Rollover Offer	1.00 p.m. on 13 April
Record Date for the Rollover Offer	6.00 p.m. on 13 April
Announcement of the results of the Rollover Offer	14 April
Latest time and date for receipt of completed application forms from the Intermediaries in respect of the Intermediaries Offer	11.00 a.m. on 20 April
Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription	11.00 a.m. on 20 April
Latest time and date for receipt of commitments under the Initial Placing	11.00 a.m. on 20 April
Announcement of the results of the Initial Placing, the Intermediaries Offer and the Offer for Subscription	21 April
Admission and dealings in the 2028 ZDP Shares pursuant to the Rollover Offer and issued pursuant to the Initial Issue commence	8.00 a.m. on 23 April
CREST accounts credited in respect of Depositary Interests in respect of 2028 ZDP Shares issued in uncertificated form pursuant to the Rollover Offer and Initial Issue	23 April
Share certificates in respect of 2028 ZDP Shares issued pursuant to the Rollover Offer and Initial Issue in certificated form despatched by post	Within 10 Business Days of Initial Admission

 

Placing Programme

Placing Programme opens	24 April
Latest date for issuing 2028 ZDP Shares under the Placing Programme	17 March 2022

Notes:

1)     All references to times in the Prospectus are to London times.

2)     All times and dates in the Expected Timetable and in the Prospectus generally may be subject to adjustment. Any changes to the Expected Timetable set out above will be notified by publication of a notice through an RIS.

3)     Underlying applicants who apply through Intermediaries for 2028 ZDP Shares under the Intermediaries Offer will not receive share certificates.

 

Background to and Reasons for the Proposals

 

UIL Finance currently has three series of ZDP Share in issue. These are due for redemption on 31 October in 2022, 2024 and 2026 respectively. The aggregate redemption sum payable on the redemption of the 2022 ZDP Shares is approximately £73.5 million. This will be due on 31 October 2022. Following discussions regarding the payment of the Final Capital Entitlement in respect of the

2022 ZDP Shares, the UIL Finance Directors concluded that they wish to provide 2022 ZDP Shareholders with the opportunity to remain invested in the Group and as a result have formulated the Proposals, which consist of the Rollover Offer, the Initial Issue and the Placing Programme.

 

The Rollover Offer

 

Under the Rollover Offer, each Qualifying Holder of 2022 ZDP Shares on the Record Date will be given the opportunity to rollover some or all of their Qualifying Holding (subject to the overall limits of the Rollover Offer) into new 2028 ZDP Shares. The Rollover Value attributed to each 2022 ZDP Share will be 137.5p, a premium of 2.60 per cent. to their Accrued Capital Entitlement as at the Rollover Date. The new 2028 ZDP Shares arising upon the conversion of 2022 ZDP Shares pursuant to the Rollover Offer will be deemed to be issued at the 2028 ZDP Share issue price, which will be 100p per 2028 ZDP Share.

 

The 2028 ZDP Shares will have a Gross Redemption Yield of 5.75 per cent. and a maturity date of 31 October 2028. Investors should note that the predetermined capital entitlement of the ZDP Shares is not guaranteed and is dependent upon UIL having sufficient assets to satisfy its obligations to UIL Finance under the Subscription Agreement.

 

The Initial Issue and the Placing Programme

 

UIL Finance intends to issue up to 25 million 2028 ZDP Shares (less the number of 2028 ZDP Shares arising upon conversion of 2022 ZDP Shares pursuant to the Rollover Offer) pursuant to the Initial Placing, the Intermediaries Offer and the Offer for Subscription at the Issue Price which will be 100p per 2028 ZDP Share. Shore Capital has agreed under the Placing Agreement to use its reasonable endeavours to procure placees for 2028 ZDP Shares at the Issue Price. Details of the Placing Agreement are set out in the Prospectus.

 

The Intermediaries Offer and the Offer for Subscription will close at 11.00 a.m. on 20 April 2021. The Initial Placing will close at 11.00 a.m. on 20 April 2021 (or such later date, not being later than 30 June 2021, as UIL Finance and Shore Capital may agree). If the Initial Placing is extended, the revised timetable will be notified via a Regulatory Information Service.

 

Following the Rollover Offer and the Initial Issue, UIL Finance is proposing to issue up to 25 million 2028 ZDP Shares (less the number of 2028 ZDP Shares arising upon conversion of 2022 ZDP Shares pursuant to the Rollover Offer and issued pursuant to the Initial Issue) pursuant to the Placing Programme in the period from Initial Admission to 17 March 2022.

 

The illustrative financial effects of the Proposals set out in the Prospectus are based on the Assumptions which assume an issue of 25 million 2028 ZDP Shares pursuant to the Proposals.

 

Benefits of the Proposals

 

The UIL Finance Board believes the Proposals have the following benefits:

 

·    to allow 2022 ZDP Shareholders to remain invested in the Group; and

·    to raise new funds to assist in financing the amount required for the redemption of the 2022 ZDP Shares.

 

Holders of ordinary shares issued by UIL will not suffer any dilution of their voting rights as a result of the issue of the 2028 ZDP Shares pursuant to the Proposals as ZDP Shares do not carry any voting rights, save in limited circumstances.

 

UIL intends to realise funds through a combination of cash distributions from certain portfolio investments and proceeds from portfolio realisations which, when taken together with the proceeds from the Initial Issue and the Placing Programme, and taking into account any 2022 ZDP Shares converted into 2028 ZDP Shares pursuant to the Rollover Offer, are expected to provide the funding required to finance the redemption of the outstanding 2022 ZDP Shares on 31 October 2022.

 

The Rollover Offer

 

Under the Rollover Offer, holders of 2022 ZDP Shares are being given the opportunity to convert some or all of their holding of 2022 ZDP Shares (subject to the overall limits of the Rollover Offer) into new 2028 ZDP Shares. The Rollover Value attributed to the 2022 ZDP Shares will be 137.5p, a premium of 2.60 per cent. to their Accrued Capital Entitlement as at the Rollover Date. The Rollover Offer is limited to a maximum of 36.36 per cent. of the 2022 ZDP Shares in issue at the Record Date and each Qualifying Holder on the Register on the Record Date will be entitled to have accepted under the Rollover Offer his or her Basic Entitlement, which is equal to 36.36 per cent. of their holding of 2022 ZDP Shares as at the Record Date, subject to the UIL Finance Directors not exercising their discretion to scale back elections under the Rollover Offer as described below.

 

The rights attaching to the 2028 ZDP Shares will be substantially similar to those attaching to the 2022 ZDP Shares. Subject to the Rollover Offer and Initial Admission occurring, the 2028 ZDP Shares will have an illustrative initial capital entitlement on 23 April 2021 of 100p per 2028 ZDP Share and will have a Final Capital Entitlement of 152.29p per 2028 ZDP Share on 31 October 2028, the 2028 ZDP Repayment Date, equivalent to a Gross Redemption Yield of 5.75 per cent. per annum on the 2028 ZDP Share Issue Price.

 

As with the 2022 ZDP Shares, the 2028 ZDP Shares will not carry the right to vote at general meetings of UIL or UIL Finance but they will carry the right to vote as a class on certain proposals which would be likely to affect materially their position. The 2028 ZDP Shares will carry no entitlement to income and the whole of any return will therefore take the form of capital.

 

Subject to completion of the Rollover Offer, each 2022 ZDP Share validly elected to be rolled over will be converted into 2028 ZDP Shares to be issued on the terms set out in the New UIL Finance Bye-Laws. Fractions of 2028 ZDP Shares will not be issued. The number of 2028 ZDP Shares arising upon conversion of 2022 ZDP Shares pursuant to an election under the Rollover Offer will be rounded down to the nearest whole number and any excess monies will be retained by UIL Finance.

 

The Rollover Offer is open to all Qualifying Holders on the Register at the Record Date (such Qualifying Holders being Eligible Shareholders). All such persons shall be entitled to have accepted in the Rollover Offer valid elections in respect of his or her Basic Entitlement. In addition, Eligible Shareholders may make elections in excess of their Basic Entitlement but such excess elections will only be satisfied to the extent that other 2022 ZDP Shareholders have not made valid elections in respect of all or any part of their Basic Entitlement. Elections in excess of the Basic Entitlement will be satisfied pro rata in proportion to the excess over the Basic Entitlement elected, rounded down to the nearest whole number of 2022 ZDP Shares and subject to the exercise of the UIL Finance Directors' discretion to scale back elections under the Rollover Offer as described below.

 

In order to elect to participate in the Rollover Offer, 2022 ZDP Shareholders are advised to refer to the section entitled "Action to be Taken" on pages 22 and 23 of the Prospectus and to complete the Form of Election in accordance with the instructions printed thereon or submit a TTE Instruction through CREST, in each case in accordance with the instructions set out in the Prospectus.

 

UIL Finance reserves the absolute right to inspect (either itself or through its agents) all Forms of Election and may consider void and reject any Form of Election that does not, in the UIL Finance Board's sole judgement (acting reasonably), meet the requirements of the Rollover Offer. UIL Finance also reserves the absolute right to waive any defect or irregularity in relation to the acceptance of the Rollover Offer by Eligible Shareholders, including any Form of Election (in whole or in part) which is not entirely in order or which is received after the Closing Date, missing share certificate(s) and/or other document(s) of title or to accept an indemnity acceptable to UIL Finance in lieu thereof. None of UIL Finance, UIL, the Receiving Agent or any other person will be under any duty to give notification of any defects or irregularities in acceptances under the Rollover Offer or incur any liability for failure to give any such notification.

 

If a holder of 2022 ZDP Shares signs and returns a Form of Election but does not specify in Box 1 of the form how many 2022 ZDP Shares he wishes to elect to participate in the Rollover Offer he will be deemed to have elected to participate in respect of his Basic Entitlement.

 

Completion of the Rollover Offer is conditional on Admission, and therefore subject to the satisfaction of Listing Rule 14.2.2 as to the number of 2028 ZDP Shares held in public hands as at Admission. The UIL Finance Directors will have the discretion to scale back elections under the Rollover Offer otherwise than on a pro rata basis and whether or not such elections are in excess of a 2022 ZDP Shareholder's Basic Entitlement if the UIL Finance Directors consider this necessary to ensure that sufficient 2028 ZDP Shares are held in public hands so as to satisfy the Listing Rule requirement.

 

The Rollover Offer is also conditional on the ZDP Cover of the 2028 ZDP Shares being not less than 1.35x, taking into account the 2028 ZDP Shares arising on conversion of any 2022 ZDP Shares pursuant to the Rollover Offer. The UIL Finance Directors will therefore also have the discretion to scale back elections under the Rollover Offer if the UIL Finance Directors consider this necessary to satisfy the ZDP Cover requirement.

 

2022 ZDP Shareholders who are Overseas ZDP Shareholders and any other 2022 ZDP Shareholders who do not make a valid election to roll over all or part of their ZDP Shares on the Form of Election or submit a valid TTE Instruction, will be deemed to have declined the opportunity to participate in the Rollover Offer and will continue to hold their 2022 ZDP Shares, the rights attaching to which will be unaffected by the Proposals.

 

Mechanics of the Rollover Offer

 

The Rollover Offer will be effected by the conversion of those 2022 ZDP Shares that are validly elected and accepted to participate in the Rollover Offer into new 2028 ZDP Shares pursuant to the New UIL Finance Bye-Laws. The key points of the Rollover Offer are as follows.

 

Subject to completion of the Rollover Offer, each 2022 ZDP Share validly elected to be rolled over will automatically convert into 1.375 2028 ZDP Shares, on and subject to the terms and conditions set out in the Prospectus and the Form of Election.

 

Forthwith upon conversion, any certificates relating to 2022 ZDP Shares that converted into 2028 ZDP Shares pursuant to the Rollover Offer shall be cancelled and UIL Finance shall issue to each such former holder of 2022 ZDP Shares new certificates in respect of the 2028 ZDP Shares which have arisen upon conversion unless such former holder of 2022 ZDP Shares elects to hold their 2028 ZDP Shares in uncertificated form.

 

Where the aggregate number of 2028 ZDP Shares to which a 2022 ZDP Shareholder is entitled upon the conversion of his 2022 ZDP Shares pursuant to an election made and accepted under the Rollover Offer results in an entitlement to a fraction of a 2028 ZDP Share, the total number of 2028 ZDP Shares to which such 2022 ZDP Shareholder is entitled will be rounded down to the nearest whole number and such rounded down fractional entitlements will then be aggregated and form part of UIL Finance's authorised but unissued share capital.

 

The rights attaching to 2022 ZDP Shares that are not converted into 2028 ZDP Shares pursuant to the Rollover Offer will remain unchanged, with their ZDP Repayment Date being 31 October 2022 and a Final Capital Entitlement of 146.99p pence per share.

 

Conditions to the Rollover Offer

 

The Rollover Offer is conditional on:

 

·    valid elections being received in respect of 2028 ZDP Shares, together with 2028 ZDP Shares issued pursuant to the Initial Issue, with a minimum value at the Issue Price of £700,000;

·    the ZDP Cover of the 2028 ZDP Shares being not less than 1.35x, taking into account the effect of the relevant allotment;

·    the Placing Agreement remaining in full force and effect and not having been terminated in accordance with its terms prior to completion of the Rollover Offer; and

·    Admission of the 2028 ZDP Shares arising on conversion of the 2022 ZDP Shares pursuant to the Rollover Offer.

 

In circumstances in which these conditions are not fully met, the Rollover Offer will not take place and no 2022 ZDP Shares will be converted into 2028 ZDP Shares.

 

Announcement of the results of the Rollover Offer

 

The results of the Rollover Offer will be announced through a Regulatory Information Service on or around 14 April 2021. This announcement will include the number of 2028 ZDP Shares arising upon the conversion of 2022 ZDP Shares pursuant to the Rollover Offer, the number of 2022 ZDP Shares that have elected to take part and details of any scaling back in relation to elections in excess of the Basic Entitlement or where the UIL Finance Directors have exercised their discretion to scale back elections so as to satisfy the ZDP Cover condition or to enable UIL Finance to satisfy the Listing Rule requirement as to the minimum number of 2028 ZDP Shares which must be held in public hands which is a condition to Admission.

 

Overseas ZDP Shareholders

 

In order to avoid any inadvertent breach of overseas securities laws, Overseas ZDP Shareholders shall be deemed to have elected to not participate in the Rollover Offer. Notwithstanding any other provision of the Prospectus, UIL Finance reserves the right to permit any Overseas ZDP Shareholders to receive 2028 ZDP Shares under the Rollover Offer if the UIL Finance Directors, in their sole and absolute discretion, are satisfied at any time prior to the Closing Date that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

 

The Initial Issue

 

UIL Finance is proposing to issue up to 25 million 2028 ZDP Shares (less the number of 2028 ZDP Shares arising upon conversion of 2022 ZDP Shares pursuant to the Rollover Offer) pursuant to the Initial Placing, the Intermediaries Offer and the Offer for Subscription. Shore Capital has agreed under the Placing Agreement to use its reasonable endeavours to procure placees for the 2028 ZDP Shares at the Issue Price. No 2028 ZDP Shares will be issued pursuant to the Initial Issue where such issue would reduce the ZDP Cover of the 2028 ZDP Shares below 1.35x. The Placing will close at 11.00 a.m. on 20 April 2021 (or such later date, not being later than 30 June 2021, as UIL Finance and Shore Capital may agree). If the Initial Placing is extended, the revised timetable will be notified via a Regulatory Information Service. The Intermediaries Offer and the Offer for Subscription will close at 11.00 a.m. on 20 April 2021.

 

The Initial Issue is conditional, inter alia, on:

 

·    the minimum gross proceeds from the Initial Issue, together with the value of any 2028 ZDP Shares arising pursuant to the Rollover Offer, not being less than £700,000;

·    the ZDP Cover of the 2028 ZDP Shares being not less than 1.35x taking into account the effect of the 2028 ZDP Shares created upon the conversion of any 2022 ZDP Shares pursuant to the Rollover Offer and the allotment of the 2028 ZDP Shares issued pursuant to the Initial Issue;

·    the Placing Agreement remaining in full force and effect and not having been terminated in accordance with its terms prior to completion of the Initial Issue; and

·    Admission of the 2028 ZDP Shares issued pursuant to the Initial Issue.

 

The Initial Placing is not being underwritten.

 

UIL reserves the right to subscribe for all or any of the 2028 ZDP Shares available under the Initial Placing to the extent that the Initial Issue is not subscribed by other investors, subject to ensuring that the ZDP Cover of the 2028 ZDP Shares is not less than 1.35x or that sufficient 2028 ZDP Shares are held in public hands so as to satisfy the Listing Rule requirement at Initial Admission. Such 2028 ZDP Shares will be held by UIL for investment purposes in accordance with its investment policy.

 

Applications will be made to the Financial Conduct Authority and to the London Stock Exchange respectively for the 2028 ZDP Shares arising on the conversion of 2022 ZDP Shares pursuant to the Rollover Offer and issued pursuant to the Initial Issue to be admitted: (i) to the Official List (by way of a standard listing under Chapter 14 of the Listing Rules); and (ii) to the London Stock Exchange's main market for listed securities. It is expected that Initial Admission will become effective and that unconditional dealings in such 2028 ZDP Shares will commence on the London Stock Exchange on 23 April 2021.

 

In the event that the aggregate applications under the Initial Issue were to exceed the total number of 2028 ZDP Shares available under the Initial Issue (which shall not be more than 25 million less the number of 2028 ZDP Shares which arise upon the conversion of the 2022 ZDP Shares pursuant to the Rollover Offer), it would be necessary to scale back applications under the Initial Issue. In such an event, applications under the Initial Issue will be scaled back at Shore Capital's discretion (in consultation with the Group) and thereafter no further commitments will be accepted and the Initial Issue will be closed. In addition, it may also be necessary to scale back applications of 2028 ZDP Shares to ensure either that, following the Rollover Offer and the Initial Issue, the ZDP Cover of the 2028 ZDP Shares is not less than 1.35x or that sufficient 2028 ZDP Shares are held in public hands so as to satisfy the Listing Rule requirement at Admission.

 

The results of the Initial Issue will be announced through a RIS on or around 21 April 2021.

 

The Placing Programme

 

Following implementation of the Rollover Offer and the Initial Issue, the UIL Finance Directors intend to implement the Placing Programme to enable the Group to raise additional capital in the period from Initial Admission to 17 March 2022.

 

Under the Placing Programme, the Company is proposing to issue up to 25 million 2028 ZDP Shares (less the number of 2028 ZDP Shares issued under the Rollover Offer and the Initial Issue).

 

There is no minimum size of the placings under the Placing Programme and the size and frequency of each Placing under the Placing Programme will be determined at the sole discretion of Shore Capital, in consultation with UIL.

 

UIL reserves the right to subscribe for all or any of the 2028 ZDP Shares available under the Placing Programme to the extent that such 2028 ZDP Shares are not subscribed for by any other placees, subject to ensuring that the ZDP Cover of the 2028 ZDP Shares is not less than 1.35x or that sufficient 2028 ZDP Shares are held in public hands so as to satisfy the Listing Rule requirement following completion of such subscription. Such 2028 ZDP Shares will be held by UIL for investment purposes in accordance with its investment policy.

 

If subscriptions under a Placing exceed the maximum number of 2028 ZDP Shares available under that Placing, Shore Capital, in consultation with UIL Finance, UIL and the Joint Portfolio Managers, will scale back subscriptions at its discretion.

 

The Placing Programme will be suspended at any time when UIL Finance is unable to issue 2028 ZDP Shares pursuant to the Placing Programme under any statutory provision or other regulation applicable to UIL Finance or otherwise at the UIL Finance Directors' discretion. The Placing Programme may resume when such circumstances cease to exist, subject to the final closing date of the Placing Programme being no later than 17 March 2022.

 

2028 ZDP Shares issued pursuant to the Placing Programme will rank pari passu with the 2028 ZDP Shares then in issue.

 

The number of 2028 ZDP Shares allotted and issued, and the basis of allocation under the relevant Placing, is expected to be announced via a RIS as soon as reasonably practicable following the closing of that Placing. The basis of allocation shall be determined by Shore Capital after consultation with UIL Finance and UIL.

 

The minimum price at which each new 2028 ZDP Share will be issued under the Placing Programme will be the Accrued Capital Entitlement of a 2028 ZDP Share as at the date of allotment. The maximum price in respect of any allotment of 2028 ZDP Shares will be equal to the best offer price of 2028 ZDP Shares, as quoted on the London Stock Exchange at the time that the proposed issue is announced.

 

For these purposes, the Accrued Capital Entitlement will be calculated in accordance with the New UIL Finance Bye-laws.

 

The Placing Programme Price will be announced through a RIS as soon as is practicable in conjunction with each Placing.

 

Each allotment of 2028 ZDP Shares under the Placing Programme is conditional on:

 

·    the applicable Placing Programme Price being determined by the UIL Finance Directors, and being not less than the Accrued Capital Entitlement of the relevant 2028 ZDP Shares at the time of the relevant allotment;

·    the ZDP Cover of the 2028 ZDP Shares being not less than 1.35x, taking into account the effect of the relevant allotment;

·    the Placing Agreement becoming otherwise unconditional in respect of that Placing, and not being terminated in accordance with its terms before Admission of the relevant 2028 ZDP Shares becomes effective;

·    Admission of the 2028 ZDP Shares to be issued pursuant to the relevant Placing; and

·    a valid supplementary prospectus being published by UIL Finance if such is required pursuant to Article 23 of the UK Prospectus Regulation.

 

Applications will be made to the Financial Conduct Authority and to the London Stock Exchange respectively for any 2028 ZDP Shares issued pursuant to a Placing under the Placing Programme to be admitted: (i) to the Official List (by way of a standard listing under Chapter 14 of the Listing Rules); and (ii) to the London Stock Exchange's main market for listed securities. It is expected that subsequent Admissions will become effective and that unconditional dealings in such 2028 ZDP Shares will commence on the London Stock Exchange in the period from on 24 April 2021 to 17 March 2022.

 

Illustrative Financial Effects of the Proposals

 

By way of illustration and based upon the Assumptions, had the Rollover Offer and the Initial Issue taken place at the date of the Prospectus, the Group's Gross Assets would have been increased by the estimated gross proceeds of the Initial Issue of £5 million, adjusted for all expenses in relation to the Proposals, estimated to be approximately £0.4 million.

 

By way of illustration and based upon the Assumptions, if, 15 million 2028 ZDP Shares arise upon the conversion of 2022 ZDP Shares pursuant to Rollover Offer and 10 million 2028 ZDP Shares are issued pursuant to the Initial Issue (of which UIL subscribes for 5 million 2028 ZDP Shares), each at a price of 100p per share, the illustrative ZDP Cover for the 2022 ZDP Shares, the 2024 ZDP Shares, the 2026 ZDP Shares and the 2028 ZDP Shares immediately following completion of the Proposals and  Admission would be 4.56x, 3.24x, 2.56x and 2.12x respectively.

 

The above statements are unaudited and are solely for illustrative purposes only, represent hypothetical situations and, therefore, do not reflect the Group's actual financial position or results.

 

Costs of the Proposals

 

The expenses of the Group incurred in connection with the Proposals (and based upon the Assumptions) are estimated to be approximately £0.4 million. The expenses of the Proposals are expected to be met out of the gross proceeds of the Initial Issue.

 

Use of Proceeds

 

The gross proceeds of the Initial Issue will be paid by UIL Finance to UIL and will assist in financing the amount required for the redemption of the 2022 ZDP Shares or otherwise be used for investment, to continue to further diversify UIL's portfolio in accordance with its investment policy.

 

Admission and Dealings

 

Applications will be made to the Financial Conduct Authority and to the London Stock Exchange respectively for the 2028 ZDP Shares arising on the conversion of 2022 ZDP Shares pursuant to the Rollover Offer and issued pursuant to the Initial Issue and the Placing Programme to be admitted: (i) to the Official List (by way of a standard listing under Chapter 14 of the Listing Rules); and (ii) to the London Stock Exchange's main market for listed securities. It is expected that Initial Admission will become effective and that unconditional dealings in such 2028 ZDP Shares will commence on the London Stock Exchange on 23 April 2021 and that Subsequent Admissions will become effective and that unconditional dealings in such 2028 ZDP Shares will commence on the London Stock Exchange in the period from 24 April 2021 to 17 March 2022.

 

All allotments of 2028 ZDP Shares will be conditional on Admission of the relevant 2028 ZDP Shares. The Prospectus has been published in order to obtain Admission to a standard listing on the Official List of any 2028 ZDP Shares arising upon the conversion of 2022 ZDP Shares pursuant to Rollover Offer and/or issued pursuant to the Initial Issue and the Placing Programme. No application will be made for the 2028 ZDP Shares to be listed or dealt in on any stock exchange or investment exchange other than the London Stock Exchange.

 

The 2028 ZDP Shares arising upon the conversion of 2022 ZDP Shares pursuant to Rollover Offer and to be issued pursuant to the Initial Issue and the Placing Programme will be in registered form and may be held either in certificated form or as Depositary Interests in uncertificated form and settled through CREST.

 

CREST is a computerised paperless settlements system, which allows securities to be transferred via electronic means, without the need for a written instrument of transfer. Foreign securities cannot be held or traded in the CREST system. To enable investors to settle their 2028 ZDP Shares through CREST, the DI Depositary will hold the relevant 2028 ZDP Shares and will issue dematerialised Depositary Interests representing the underlying 2028 ZDP Shares to the relevant investors. Dealings in the 2028 ZDP Shares in advance of the crediting of the relevant Depositary Interests acquired shall be at the risk of the person concerned.

 

The DI Depositary will hold the 2028 ZDP Shares on trust for the respective underlying 2028 ZDP Shareholders. This trust relationship is documented in a deed executed by the DI Depositary. The Depositary Interests are independent, English securities and are held on a register maintained by the DI Depositary. The Depositary Interests have the same security code as the 2028 ZDP Shares that they represent and do not require a separate admission to the London Stock Exchange.

 

Shareholders wishing to settle 2028 ZDP Shares through CREST can transfer their holding to the DI Depositary, which will then issue Depositary Interests representing the relevant transferred 2028 ZDP Shares. The Depositary Interest holder will not hold a certificate evidencing the underlying 2028 ZDP Share. Depositary Interests are issued on a one-for-one basis against the relevant 2028 ZDP Shares that they represent for all purposes. Any payments received by the DI Depositary will be passed on to each Depositary Interest holder noted on the Depositary Interest register as the beneficial owner of the relevant 2028 ZDP Shares.

 

Participation in CREST is voluntary and Shareholders who wish to hold 2028 ZDP Shares outside of CREST will be entered on the Register and issued with a share certificate evidencing ownership.

 

Application will be made by the DI Depositary for Depositary Interests representing the 2028 ZDP Shares to be admitted to CREST on their Admission.

 

Investors should be aware that 2028 ZDP Shares delivered in certificated form are likely to incur, on an ongoing basis, higher dealing costs than those 2028 ZDP Shares held through CREST. 2028 ZDP Shares initially issued in certificated form may subsequently be exchanged for Depositary Interests, which can be deposited into CREST in accordance with the procedure described above. Certificates in respect of 2028 ZDP Shares arising upon the conversion of 2022 ZDP Shares pursuant to the Rollover Offer and, if applicable, those issued under the Initial Issue and held in certificated form are expected to be despatched within ten Business Days of Initial Admission.

 

Temporary documents of title will not be issued pending the delivery of 2028 ZDP Shares to the persons entitled thereto and, during that period, transfers will be certified against the register of 2028 ZDP Shareholders.

 

Name of contact and telephone number for enquiries:

 

ICM Investment Management Limited                                 

Charles Jillings / Alastair Moreton                             +44(0) 1372 271486

 

Shore Capital                                                                                    

Rose Ramsden / Hugo Masefield                              +44(0) 20 7408 4090

 

 

Important information

The contents of this announcement, which has been prepared by and is the sole responsibility of UIL Finance, have been approved by ICM Investment Management Limited (ICMIM) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

This announcement is an advertisement and not a prospectus.  Potential investors should not make an election under the Rollover Offer or apply for or buy any 2028 ZDP Shares except on the basis of the information contained in the Prospectus which is available on UIL's website: www.uil.limited.

Shore Capital and Corporate Limited (Shore Capital), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for UIL Finance and UIL and for no one else in connection with the Rollover Offer, the Initial Issue, the Placing Programme or any other matter referred to in this announcement. Shore Capital will not regard any other person as its client in relation to the Rollover Offer, the Initial Issue, the Placing Programme or any other matter referred to in this announcement and will not be responsible to any person other than UIL Finance and UIL for providing the protections afforded to clients of Shore Capital or for providing advice to them in relation to the Rollover Offer, the Initial Issue and/or the Placing Programme or any other matter referred to in this announcement.  Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital by the FCA or FSMA or the regulatory regime established thereunder, Shore Capital does not accept any responsibility whatsoever for the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with UIL Finance, UIL, the 2028 ZDP Shares, the Rollover Offer, the Initial Issue, the Placing Programme or any other matter referred to in this announcement and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Shore Capital accordingly, to the fullest extent permissible by law, disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have to any person, other than UIL Finance and UIL, in respect of this announcement or any such statement.

The 2028 ZDP Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of any U.S. person (within the meaning of Regulation S under the U.S. Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. Relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or the Republic of South Africa, any EEA member state, or any other jurisdiction where local law or regulations may result in a risk of civil, regulatory, or criminal exposure or prosecution if information or documentation concerning the Rollover Offer, the Initial Issue, the Placing Programme or this announcement is sent or made available to a person in that jurisdiction (each a Restricted Jurisdiction) and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the 2028 ZDP Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in any Restricted Jurisdiction.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for 2028 ZDP  Shares in any jurisdiction including, without limitation, any Restricted Jurisdiction. This announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

None of UIL Finance, UIL, the Joint Portfolio Managers, Shore Capital or any of their respective affiliates accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to UIL Finance, UIL, the 2028 ZDP Shares, the Rollover Offer, the Initial Issue, the Placing Programme whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. UIL Finance, UIL, the Joint Portfolio Managers, Shore Capital and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Group's actual results of operations, performance or achievement or industry results to differ materially from those indicated in these statements. Any forward-looking statements in this announcement reflect the Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements apply only as of the date of this announcement.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the 2028 ZDP Shares have been subject to a product approval process, which has determined that such 2028 ZDP Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment). Notwithstanding the Target Market Assessment, distributors should note that: the price of the 2028 ZDP Shares may decline and investors could lose all or part of their investment; the 2028 ZDP Shares offer no guaranteed income and no capital protection; and an investment in the 2028 ZDP Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rollover Offer, the Initial Issue and the Placing Programme.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the 2028 ZDP Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the 2028 ZDP Shares and determining appropriate distribution channels.

PRIIPs Regulation

In accordance with the UK PRIIPs Laws, a key information document in respect of the 2028 ZDP Shares in UIL Finance has been prepared by ICMIM and is available to investors at www.uil.limited.  If you are distributing the 2028 ZDP Shares, it is your responsibility to ensure that the key information document is provided to any clients that are "retail clients".