Group Capital Structure AS at 23 April 2021

  OUTSTANDING LSE CODE SEDOL ISIN
Ordinary shares 10p 84,411,783 UTL BZ4BVN3 BMG917071026
2022 ZDP shares* 35,569,069 UTLF BD2YGN5 BMG916101329
2024 ZDP shares* 30,000,000 UTLG BDZTXY7 BMG916102079
2026 ZDP shares* 25,000,000 UTLH BYZQ1C9 BMG916101402
2028 ZDP shares* 25,000,000 UTLI BL6BB99 BMG916101576
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 prospectus dated 18 March 2021.

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.

The 2018 ZDP shares were repaid on 31 October 2018 at 160.52p per share.

The 2020 ZDP shares were repaid on 30 October 2020 at 154.90p per share.

35,569,069 2022 ZDP shares are in issue. The 2022 ZDP shares rank for payment in priority to the ordinary shares (save for any undistributed revenue profits on a winding up) and to the 2024 and 2026 ZDP shares, but rank behind the bank debt for the capital repayment of 146.99p per ZDP share on 31 October 2022, equivalent to a redemption yield of 6.25%.

30,000,000 2024 ZDP shares are in issue. The 2024 ZDP shares rank for payment in priority to the ordinary shares (save for any undistributed revenue profits on a winding up) and to the 2026 ZDP shares, but rank behind the bank debt and the 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%.

25,000,000 2026 ZDP shares are in issue. The 2026 ZDP shares rank for payment in priority to the ordinary shares (save for any undistributed revenue profits on a winding up) but rank behind the bank debt, the 2022 and the 2024 ZDP shares for the capital repayment of 151.50p per ZDP share on 31 October 2026, equivalent to a redemption yield of 5.00%.

25,000,000 2028 ZDP shares are in issue. The 2028 ZDP shares rank for payment in priority to the ordinary shares (save for any undistributed revenue profits on a winding up) but rank behind the bank debt, the 2022, 2024 and the 2026 ZDP shares for the capital repayment of 152.29p per ZDP share on 31 October 2028, equivalent to a redemption yield of 5.75%.

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 March 2021.

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 September 2022. 

Substantial Share Interests

On 24 December 2020, the Company had received notification from Mr Duncan Saville that he had an interest in 62,435,821 ordinary shares (74.0% of UIL’s issued share capital) which included the holding of General Provincial Life Pension Fund Limited (54,851,533 ordinary shares (65.0%)).