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Capital Structure

Group Capital Structure at 30 October 2017

  Outstanding LSE Code SEDOL ISIN
Ordinary shares 10p 90,197,208 UTL BZ4BVN3 BMG917071026
2018 ZDP shares*
32,716,029 UTLD BZ4BVP5 BMG916101162
2020 ZDP shares*  39,000,000 UTLE BZ4BVT9 BMG916101246
2022 ZDP shares* 50,000,000 UTLF BD2YGN5 BMG916101329
2024 ZDP shares* 50,000,000 UTLG BDZTXY7 BMG916102079
Bank facility (Scotiabank) £50,000,000      

*Issued by UIL Finance

UIL has a leveraged balance sheet structure. Leverage for the ordinary shares is achieved through the use of bank debt and the ZDP shares issued by UIL Finance, a wholly owned subsidiary of UIL.

UIL Ordinary Shares

79,656,782 ordinary shares were issued on 20 June 2007 to holders of ordinary shares in Utilico Investment Trust plc on a 1 for 1 basis as part of the restructuring of that company into Utilico Limited. 13,262 2012 warrants and 13,551,531 new shares were issued on 18 January 2011 in consideration for the acquisition of assets from Eclectic Investment Company plc and General Provincial Life Pension Fund (L) Limited. Further ordinary shares have been issued on the exercise of warrants and UIL has also bought back and cancelled ordinary shares.

The ordinary shares are entitled to all the net income of UIL to be distributed.

On a winding up, the ordinary shares will be entitled, after payment of all debts and the satisfaction of all liabilities of UIL, (including its obligation under the Subscription Agreement to make payments to UIL Finance equal to the amounts which UIL Finance is liable to pay to the holders of the UIL Finance ZDP shares on their redemption in accordance with UIL Finance's bye-laws), to all the remaining assets of UIL.

UIL shareholders are entitled to attend and vote at all general meetings of UIL.

For full details please refer to the UIL prospectus dated 18 May 2016 available in the Other Documents section.

UIL Finance Limited (formerly Utilico Finance Limited) Zero Dividend Preference Shares ("ZDP shares")

The 2012 ZDP shares were repaid on 31 October 2012 at 177.52p per share.
The 2014 ZDP shares were repaid on 31 October 2014 at 167.60p per share.
The 2016 ZDP shares were repaid on 31 October 2016 at 192.78p per share.

32,716,029 2018 ZDP shares are in issue. The 2018 ZDP shares rank for payment in priority to the ordinary shareholders (save for any undistributed revenue profits on a winding-up) and to the 2020 ZDP shares but rank behind the bank debt and the 2016 ZDP shares for the capital repayment of 160.52p per ZDP share on 31 October 2018, equivalent to a redemption yield of 7.25%.

39,000,000 2020 ZDP shares are in issue. The 2020 ZDP shares rank for payment in priority to the ordinary shareholders (save for any undistributed revenue profits on a winding up) but rank behind the bank debt and the 2016 and 2018 ZDP shares for the capital repayment of 154.90p per ZDP share on 31 October 2020, equivalent to a redemption yield of 7.25%.

50,000,000 2022 ZDP shares are in issue. The 2022 ZDP shares rank in priority to the ordinary shareholders (save for any undistributed revenue profits on a winding up) but rank behind the bank debt and the 2016, 2018 and 2020 ZDP shares for the capital repayment of 146.99p per ZDP share on 31 October 2022, equivalent to a redemption yield of 6.25%.

50,000,000 2024 ZDP shares are in issue. The 2024 ZDP shares rank in priority to the ordinary shareholders (save for any undistributed revenue profits on a winding up) but rank behind the bank debt and the 2018, 2020 and 2022 ZDP shares for the capital repayment of 138.35p per ZDP share on 31 October 2024, equivalent to a redemption yield of 4.75%.

The ZDP shares do not carry an entitlement to income and the whole of any return will take the form of capital.

Investors should note that the predetermined capital entitlement of the UIL Finance ZDP shares is not guaranteed and is dependent upon UIL being able to satisfy its funding obligations under the Subscription Agreement.

For full details please refer to the prospectus dated 18 May 2016 available in the Other Documents section.

Bank Debt

UIL has a £50 million multi-currency loan facility provided by Scotiabank Europe PLC, secured against UIL's assets by way of a debenture, with a maturity in March 2018. 

Substantial Share Interests

UIL was aware, as at 19 September 2017, of the following holdings of 3% and over of its ordinary share capital.

  Ordinary Shares held % held
General Provincial Life Pension Fund (L) Limited 56,001,533 62.1%
Permanent Mutual Limited (an associate of ICM Limited) 6,354,977 7.0%