UIL Limited ("UIL") is an exempted closed-end Bermuda incorporated investment company.
UIL was established as a successor company to Utilico Investment Trust plc. Trading in UIL's shares commenced on 20 June 2007.
The Directors are responsible for the determination of UIL’s investment policy and have overall responsibility for UIL's activities. UIL has, however, entered into an Investment Management Agreement with ICM Investment Management Limited (‘ICMIM’) and ICM Limited ('ICM') under which ICMIM has been appointed the Company’s Alternative Investment Fund Manager and also as joint portfolio manager alongside ICM. ICM has been appointed as secretary to UIL. Accounting and administration services are provided by JP Morgan Chase Bank N.A. - London Branch.
UIL publishes the Net Asset Value ("NAV") for its ordinary shares and the accrued capital entitlement of the Zero Dividend Preference (“ZDP”) shares weekly via the Regulatory News Service ("RNS") of the London Stock Exchange ("LSE"). UIL does not fall within the HMRC’s definition of an offshore fund for UK resident investors.
Utilico Finance Limited changed its name to UIL Finance Limited ("UIL Finance") on 17 November 2015. UIL Finance is also an exempted closed-end Bermuda incorporated investment company and is a wholly owned subsidiary of UIL. UIL Finance's ZDP share capital comprises four classes of ZDP shares (with different maturity dates ranging from 31 October 2020 to 31 October 2026).
UIL's capital structure is comprised of bank debt, ordinary shares and different classes of ZDP shares, which are all listed on the Official List of the Financial Conduct Authority ("FCA") and are traded on the LSE. The Group comprises of UIL and UIL Finance.
UIL's objective is to maximise shareholder returns by identifying and investing in compelling long-term investments worldwide, where the underlying value is not reflected in the market price.
UIL aims to identify and invest in opportunities where the underlying value is not reflected in the market price. This perceived undervaluation may arise from factors such as technological change, market motivation, prospective financial engineering opportunities, competition, underperforming management or shareholder apathy.
UIL aims to maximise value for shareholders through a relatively concentrated portfolio of investments.
Historically UIL had invested a significant proportion of its gross assets in existing infrastructure, utility and related sectors but, following the change in mandate in 2007, this direct exposure has reduced as UIL has, in addition, invested in other sectors.
Subject to compliance with the Listing Rules in force from time to time, UIL may invest in other investment companies or vehicles, including any managed by the Investment Managers, where such investment would be complementary to UIL’s investment objectives and policy.
UIL has the flexibility to invest in shares, bonds, convertibles and other types of securities, including non-investment grade bonds and to invest in unlisted securities. UIL may also use derivative instruments such as American Depository Receipts, promissory notes, foreign currency hedges, interest rate hedges, contracts for difference, financial futures, call and put options and warrants and similar instruments for investment purposes and efficient portfolio management, including protecting UIL’s portfolio and balance sheet from major corrections and reducing, transferring or eliminating investment risks in its investments. These investments will be long term in nature.
UIL has the flexibility to invest in markets worldwide although investments in the utilities and infrastructure sectors will principally be made in the developed markets of Australasia, Western Europe and North America, as UIL’s exposure to the emerging markets utilities and infrastructure sectors will primarily be through its holding in Utilico Emerging Markets Trust plc. UIL has the flexibility to invest directly in these sectors in emerging markets with the prior agreement of Utilico Emerging Markets Trust plc.
UIL believes it is appropriate to support investee companies with their capital requirements while at the same time maintaining an active and constructive shareholder approach through encouraging a review of capital structure and business efficiencies. The Investment Managers' team maintains regular contact with investee companies and UIL may often be among the largest shareholders. There are no limits on the proportion of an investee company that UIL may hold and UIL may take legal or management control of a company from time to time.
As required by the Listing Rules, there will be no material change to the investment policy without prior approval of the FCA and Shareholders. Any such change would also require the consent of the ZDP Shareholders.
The Board has prescribed the following limits on the investment policy, all of which are at time of investment unless otherwise stated.
There are no fixed limits on the allocation of investments between sectors and markets, however, the following investment limits apply:
- investments in unlisted companies will in aggregate not exceed 25% of gross assets at time that any new unlisted investment is made;
- no single investment will exceed 30% of gross assets at the time such investment is made, save that this limit shall not prevent the exercise of warrants, options or similar convertible instruments acquired prior to the relevant investment reaching the 30% limit; and
- derivative transactions are carried out by Global Equity Risk Protection Limited ("GERP") on behalf of UIL to enable it to make investments more efficiently and for the purposes of efficient portfolio management. GERP spreads its investment risks by having the ability to establish an overall net short position in index options, contracts for difference, swaps and equity options. GERP may not hold more than 100% of the relevant debt or of the relevant market value in foreign currency by way of foreign exchange options or forwards.
None of the above restrictions will require the realisation of any assets of UIL, where any restriction is breached as a result of an event outside of the control of the Investment Managers which occurs after the investment is made. No further relevant assets may be acquired or loans made by UIL until the relevant restrictions can again be complied with.
Under UIL's bye-laws, the Group is permitted to borrow, excluding the ZDP shares, an aggregate principal amount equal to 100% of the Group's gross assets. Borrowings will be drawn down in any currency appropriate for the portfolio. The Board has set a current limit on gearing (being total borrowings, excluding the ZDP shares, measured against gross assets) not exceeding 33.3% at the time of drawdown. Borrowings may be drawn down in Sterling, US Dollars or any currency for which there are corresponding assets within the portfolio (at the time of draw down, the value drawn must not exceed the value of the relevant assets in the portfolio).