2025
REPORT AND ACCOUNTS
CONTENTS
FINANCIAL CALENDAR
Year End
30 June
Annual General Meeting (“AGM”)
4 November 2025
Half Year
31 December
Dividends Payable
September, December, March
and June
PERFORMANCE
2 Group Performance Summary
3 Chairman’s Statement
7 Performance Since Inception (14 August 2003)
STRATEGIC REPORT AND INVESTMENTS
9 Investment Managers’ Report
12 Geographical Investment Exposure
13 Macro Trends Affecting Our Portfolio
15 Investment Approach
17 Ten Largest Holdings
25 Capital Structure
26 ZDP Shares
27 Strategic Report
37 Investment Managers and Team
GOVERNANCE
39 Directors
40 Directors’ Report
45 Corporate Governance Statement
50 Directors’ Remuneration Report
53 Audit & Risk Committee Report
56 Statement of Directors’ Responsibilities
AUDIT
57 Independent Auditor’s Report
FINANCIAL STATEMENTS
61 Accounts
67 Notes to the Accounts
ADDITIONAL INFORMATION
97 Notice of Annual General Meeting
100 Company Information
101 Alternative Performance Measures
104 Historical Performance
The business of UIL Limited (“UIL” or
the “Company”) consists of investing
the pooled funds of its shareholders
in accordance with its investment
objective and policy, generating
a return for shareholders and
spreading the investment risk. UIL
has borrowings and gearing is also
provided by zero dividend preference
(“ZDP”) shares, issued by its wholly
owned subsidiary UIL Finance Limited
(“UIL Finance”). The joint portfolio
managers of UIL are ICM Investment
Management Limited (“ICMIM”) and
ICM Limited (“ICM”), together referred
to as the “Investment Managers”.
1
Report and Accounts for the year to 30 June 2025
REVENUE EARNINGS
PER ORDINARY SHARE
11.91p
(2024: 10.15p)
DIVIDENDS PER
ORDINARY SHARE
8.00p
(2024: 8.00p)
NET ASSET VALUE
("NAV") TOTAL RETURN
PER ORDINARY SHARE
1
14.7%
(2024: -15.3%)
SHARE PRICE
TOTAL RETURN PER
ORDINARY SHARE
1
22.5%
(2024: -24.8%)
1 See Alternative Performance Measures on pages 101 to 103
Source: ICM
IN THE YEAR TO 30 JUNE 2025
UIL Limited's objective is to maximise shareholder
returns by identifying and investing in compelling
long term investments worldwide, where the
underlying value is not fully recognised.
2
UIL Limited
GROUP PERFORMANCE SUMMARY
30 June
2025
30 June
2024
% change
2025/24
NAV total return per ordinary share
1
(for the year) (%) 14.7 (15.3) n/a
Share price total return per ordinary share
1
(for the year) (%) 22.5 (24.8) n/a
Annual compound NAV total return
1
(since inception
2
) (%) 6.9 6.5 n/a
NAV per ordinary share (pence) 179.41 164.04 9.4
Ordinary share price (pence) 118.00 103.50 14.0
Discount
1
(%) 34.2 36.9 n/a
Returns and dividends (pence)
Revenue return per ordinary share 11.91 10.15 17.3
Capital return per ordinary share 11.18 (39.99) 128.0
Total return per ordinary share 23.09 (29.84) 177.4
Dividends per ordinary share 8.00
3
8.00 0.0
FTSE All-Share total return Index 10,815 9,729 11.2
Equity holders' funds (£m)
Gross assets
1
248.3 240.2 3.4
Loans 19.5 2.9 572.4
ZDP shares 62.2 99.8 (37.7)
Equity holders' funds 166.6 137.5 21.2
Revenue account (£m)
Income 13.6 12.2 11.5
Costs (management and other expenses) 1.6 1.5 6.7
Finance costs 1.2 2.2 (45.5)
Net income 10.8 8.5 27.1
Financial ratios of the Group (%)
Ongoing charges figure
1
2.8 2.8 n/a
Gearing
1
48.5 73.6 n/a
1 See Alternative Performance Measures on pages 101 to 103
2 All performance data relating to periods prior to 20 June 2007 are in respect of Utilico Investment Trust plc, UIL's predecessor
3 The third and fourth quarterly dividend of 2.00p each have not been included as a liability in the accounts
3
Report and Accounts for the year to 30 June 2025
It is pleasing to report UIL's
NAV total return for the year
to 30 June 2025 was 14.7%, a
significant improvement on the
result for the year ended
30 June 2024. This achievement
is particularly noteworthy given
the ongoing economic and,
more specifically, geopolitical
challenges during this period.
UIL’s NAV performance for the
period is ahead of the wider
markets, with the FTSE All Share total return Index up
by 11.2%. UIL’s annual compound NAV total return since
inception in 2003 strengthened over the year to 6.9%.
Since inception in August 2003, UIL has distributed
£106.7m in dividends, invested £37.4m in ordinary
share buybacks and made net gains of £204.9m for
a total return of 331.8% (adjusted for the exercise of
warrants and convertibles).
FUTURE OF THE COMPANY
In the report and accounts for the year to 30 June
2024, we set out the intention to take UIL private
following the redemption of the 2028 ZDP shares. The
proposals, drawn up by both the Investment Managers
and the majority shareholder, were fully supported by
the Board.
For clarity, I have set out the six steps to the way
forward:
1. Simplify the Group’s structure;
2. Pay a quarterly dividend of 2.00p per
ordinary share, in the absence of unforeseen
circumstances;
3. Buy ordinary and ZDP shares in the market,
subject to cash resources;
4. Each year, provide through a cost effective
mechanism, the opportunity for minority
shareholders to exit a significant proportion of
their shares at a discount to NAV of approximately
20%, starting in the second half of 2025;
5. Redeem the outstanding ZDP issues; and
6. Following the 2028 ZDP redemption, provide an
opportunity for the UIL minority shareholders to
exit at a share price close to the NAV at that time
and take UIL private.
During the year to 30 June 2025, UIL increased its
holding in Zeta Resources Limited (“Zeta Resources”)
from 59.7% to 100.0%, thereby simplifying the
structure. This was achieved by UIL acquiring the
Zeta Resources shares held by General Provincial Life
Pension Fund ("GPLPF") at NAV, by transferring UIL's
investment in Allectus Capital to GPLPF at its most
recent valuation and issuing new UIL ordinary shares at
NAV. As a result, UIL held over 95% of Zeta Resources
and gave notice to acquire the remaining Zeta
Resources shares by compulsory acquisition at NAV.
CHAIRMAN’S STATEMENT
STUART BRIDGES
Chairman
COMMODITIES MOVEMENTS
from 30 June 2024 to 30 June 2025
Nickel GoldCopperOil
80
90
Jun 25
Apr 25
Feb 25
Dec 24
Oct 24
Aug 24
Jun 24
140
Source: Bloomberg
Rebased to 100 as at 30 June 2024
70
130
110
120
100
Aluminium
150
60
4
UIL Limited
CHAIRMAN’S STATEMENT (continued)
UIL declared four quarterly dividends of 2.00p per
ordinary share in respect of the year to 30 June 2025,
of which three have already been paid. The Board has
declared an unchanged fourth quarterly dividend of
2.00p per ordinary share in respect of the year ended
30 June 2025 which is payable on 24 October 2025 to
shareholders on the register on 3 October 2025. UIL
expects to continue to meet the 2.00p per ordinary
share for each quarter in the absence of unforeseen
circumstances.
UIL bought back 0.5m ordinary shares in the market at
an average price of 111.67p during the year to 30 June
2025.
UIL redeemed the 2024 ZDP shares at a cost of £41.5m
on 31 October 2024 and two ZDP issues remain to be
redeemed in 2026 and 2028. A substantial benefit of
the steps taken so far is to see the ZDP shares reduced
by around a third following the redemption of the 2024
ZDP shares. Net assets increased by £29.1m to £166.6m,
through the successful return delivered and the issue
of new UIL ordinary shares. This resulted in gearing
reducing sharply from 73.6% to 48.5% over the year.
LIQUIDITY FOR SHAREHOLDERS
In last year’s annual report and accounts we
stated that, starting in the second half of 2025, UIL
would provide an annual opportunity for minority
shareholders to exit a significant proportion of their
shares at a discount to NAV of approximately 20%.
To that end, following the AGM, UIL intends to make
available in 2025 a facility of £4.0m in aggregate to
purchase shares in the market at a 20% discount to
the most recently announced daily NAV. Shore Capital,
UIL’s broker, will manage demand and allocations on a
daily basis. In order to enable shares to be bought back
in the market at a price equal to a discount to NAV of
approximately 20%, the Company will seek shareholder
approval at the AGM specifically for this buyback
authority in addition to the Company’s annual general
authority to repurchase shares. As such, the proposed
share buyback is conditional upon that resolution
being passed. It is expected that a similar cost effective
mechanism will operate in 2026 and 2027 to provide
liquidity for minority shareholders in advance of the
proposal to take UIL private at a share price close to
NAV at that time following the redemption of the 2028
ZDP shares.
ORDINARY SHARES
Although the investment company sector in the UK
is currently trading at historically high discounts, the
Board is still disappointed to see UIL's ordinary share
discount to NAV of 34.2% as at 30 June 2025. The
Board believes that the steps put in place to privatise
UIL, following the redemption of the 2028 ZDP shares
will lead to the discount narrowing over time. Although
a step up in buybacks has not seen a real change in
discounts, the consolation to existing shareholders is
that any buybacks at these large discounts to NAV are
NAV accretive.
CURRENCY MOVEMENTS vs STERLING
from 30 June 2024 to 30 June 2025
Euro
Australian Dollar
US Dollar
95
Jun 25
Apr 25Feb 25Dec 24Oct 24Aug 24Jun 24
Source: BloombergRebased to 100 as at 30 June 2024
115
105
100
110
5
Report and Accounts for the year to 30 June 2025
ZDP SHARES
As a result of the actions taken in the year the profile
of the two outstanding ZDP shares has improved.
Significantly, the 2026 ZDP shares cover ratio has risen
from 2.96 times to 4.40 times, and the cover on the
2028 ZDP shares rose from 2.02 times to 2.64 times.
This has contributed to confidence in these two issues
and their share prices, which rose by 15.1% for the
2026 ZDP shares and 20.4% for the 2028 ZDP shares.
While both classes of ZDP shares trade at below their
accrued capital entitlement, this will likely reflect
the elevated gilt rates available in the market. The
outstanding ZDP share classes amounted to £62.2m as
at 30 June 2025 (30 June 2024: £99.8m).
PORTFOLIO UPDATE
The Investment Managers have taken active steps
to accelerate realisations within the Zeta Resources
portfolio. Notably, in October 2024 the sale and
completion of Koumbia Bauxite Investments Ltd (“KBI”)
took place. KBI, an unlisted investment, agreed to
terminate its commercialisation deed with Alliance
Mining Commodities Ltd (“AMC”), the 90% owner of
the Koumbia bauxite project located in Guinea. This
termination was facilitated by a cash payment of USD
41.0m from the 100% owner of AMC.
The decision taken to develop the Kumarina Resources
Pty Limited ("Kumarina") gold opportunity in Western
Australia has proved correct and timely. This initially
heightened the need for working capital cash funding
to support the start up of mining activity at Kumarina.
However, this has been a profitable project with gains
of 131.0% in Kumarina's valuation in the year to 30 June
2025. The payback has been under six months and
while UIL borrowed surplus cash from the wider group
to fund the gold development start up, these loans
have already been repaid.
It is worth drawing attention to the underlying
investments in both gold and quantum computing.
The two significant gold holdings are Horizon Gold
Limited (“Horizon Gold”) and Kumarina. Kumarina
has successfully commenced open pit mining and
processing through a local mill that had availability.
This has been cashflow negative for much of the first
six months of this calendar year, but it has continued
to generate funds and is now firmly cash positive
and profitable as of today. Horizon Gold is a more
significant opportunity, having reserves of over 2.1m
ounces. Since our year end, Horizon Gold has raised
funds to both complete its feasibility study and
commence additional exploration drilling to enhance
the opportunity, and we continue to be excited about
this investment as the gold price remains elevated.
Allectus Quantum’s sole investment is Diraq, a world
leader in quantum computing using silicon dots. It
continues to progress a strong technical roadmap
and raise external capital to support its development.
Along the way it has entered into industry partnerships
with world class organisations focused on delivering
on quantum computing’s economic promise, including
Nvidia and Imec.
INDICES MOVEMENTS
from 30 June 2024 to 30 June 2025
Source: Bloomberg
Australian Securities Exchange ("ASX")
S&P 500
FTSE All-Share
90
95
100
110
Jun 25
Apr 25Feb 25Dec 24Oct 24Aug 24
Jun 24
120
Rebased to 100 as at 30 June 2024
MSCI All Countries World Index
125
115
105
6
UIL Limited
FUNDING
Funding for the redemption of the 2024 ZDP shares
largely came from the sale proceeds of the KBI
investment. In addition, Somers generated funds
through significant portfolio realisations and thereby
provided further liquidity to UIL.
REVENUE, EARNINGS AND DIVIDENDS
It is pleasing to see the strong revenue generated in
the year to 30 June 2025 resulting in record earnings
and earnings per share (“EPS”) in the year of 11.91p, up
17.3% from the prior year.
As referred to above, the total dividends paid and
declared in respect of the year to 30 June 2025
amounts to 8.00p and is in line with the Board’s
guidance to shareholders.
BOARD
As announced in UIL’s half year report, Alison Hill will
not be seeking re-election at the forthcoming AGM
and will be stepping down from the Board following
the conclusion of the meeting. Alison has served nine
years as a Director and on behalf of the Board I would
like to thank Alison for her significant contributions,
insight and challenge over that time, and wish her
well. In light of the proposals to privatise the Company
after the redemption of the 2028 ZDP shares, it is not
intended to seek a replacement and UIL will use the
opportunity to minimise costs and continue with a
Board of three Directors.
OUTLOOK
As we predicted last year real global fault lines are
emerging. These are concerning as they go to the heart
of the values of our society and our relationships with
each other. By their very nature they create instability.
This is resulting in high volatility at a time of high
uncertainty. UIL’s portfolio is eclectic but likely to stand
in good stead as pressures mount. The team is focused
on high conviction investments and the opportunities
they offer the Company.
Stuart Bridges
Chairman
29 September 2025
CHAIRMAN’S STATEMENT (continued)
7
Report and Accounts for the year to 30 June 2025
ANNUAL COMPOUND
NAV TOTAL RETURN
*
6.9%
NAV TOTAL RETURN
PER ORDINARY SHARE
*
331.8%
ANNUAL COMPOUND
SHARE PRICE TOTAL
RETURN
*
6.9%
SHARE PRICE TOTAL
RETURN PER ORDINARY
SHARE
*
330.4%
REVENUE EARNINGS
PER ORDINARY SHARE
153.20p
DIVIDENDS PER
ORDINARY SHARE
122.83p
DIVIDENDS PAID
OUT
£106.7m
REVENUE RESERVES
PER ORDINARY SHARE
CARRIED FORWARD
*
20.37p
PERFORMANCE SINCE INCEPTION (14 AUGUST 2003)
HISTORIC TOTAL RETURN PERFORMANCE (pence)
since inception to 30 June 2025
Source: ICM and Bloomberg
Ordinary share price
total return
1
FTSE All-Share
total return Index
NAV total return per
ordinary share
1
Rebased to 100 as at 14 August 2003
1 Adjusted for the exercise of warrants and convertibles
201020092008200620052004 20072003 201820172016201420132012 20152011 20252019 2020
50
150
250
350
450
550
650
750
850
MSCI All Countries World
total return Index (GBP adjusted)
950
2021 2022 2023 2024
*
See Alternative Performance Measures on pages 101 to 103
8
UIL Limited
0.0
2.0
4.0
6.0
8.0
10.0
12.0
14.0
Source: ICM
No dividends were paid in 2008 and 2009, and 2010 refers to a cash
distribution
Dividend per share – specialDividend per share – ordinary
2017
2015
2013
2011
2010
2006
2004
2019
2021
2025
2023
0
100
200
300
400
500
600
Source: ICM
Ordinary shares
ZDP shares Loans
Jun 17
Jun 15
Jun 13
Jun 11
Jun 07
Jun 05
Jun 19
Jun 09
Aug 03
Jun 25
Jun 21
Jun 23
DIVIDENDS PER ORDINARY SHARE (pence)
from 30 June 2004 to 30 June 2025
CAPITAL STRUCTURE (£m)
from 14 August 2003 to 30 June 2025
0
200
400
600
800
1,000
Source: ICM and Bloomberg1 Adjusted for the exercise of warrants and convertibles
NAV total return per ordinary share
1
FTSE All-Share total return Index
NAV total
return of
331.8%
Jun
20
Jun
19
Jun
18
Jun
17
Jun
16
Jun
15
Jun
14
Jun
13
Jun
12
Jun
11
Jun
10
Jun
09
Jun
08
Jun
07
Jun
06
Jun
05
Jun
04
Aug
03
Jun
24
Jun
21
MSCI All Countries World total return Index (GBP adjusted)
Jun
22
Jun
23
Jun
25
CUMULATIVE TOTAL RETURN COMPARATIVE PERFORMANCE (pence)
from 14 August 2003 to 30 June 2025 (Rebased to 100 as at 14 August 2003)
PERFORMANCE SINCE INCEPTION (14 AUGUST 2003) (continued)
9
Report and Accounts for the year to 30 June 2025
UIL recorded a profit for the
year to 30 June 2025 of £20.9m,
resulting in NAV per share
improving to 179.41p, and after
adding back dividends the total
return for the year was 14.7%.
For the year under review there
have been four significant
events. First, the privatisation
of Zeta Resources by UIL, which
was part funded by the issuance
of ordinary shares to GPLPF
at NAV, thereby, increasing UIL’s asset base, without
diluting the NAV to ordinary shareholders.
Second, was the pleasing realisation of KBI, an unlisted
pre-production bauxite asset in West Africa, for cash
consideration of USD 41.0m. This markedly de-risked
Zeta Resources’ portfolio, while funding a significant
part of the 2024 ZDP shares redemption.
Third, the redemption of UIL’s 2024 ZDP shares of
£41.5m on 31 October 2024 which relieved the pressure
on further portfolio realisations in these difficult
markets.
Fourth, the funding of Kumarina’s gold mining
development has required UIL to source working capital
funding for this.
The net effect of all of these events was that net assets
increased and debt fell significantly, leading to lower
gearing, which is an excellent outcome.
PORTFOLIO
Set out on pages 19 to 24 are details of UIL’s ten largest
holdings on a look through basis together with an
overview of the key developments in relation to each
investment during the year. There was significant
activity over the year including, as referred to above,
the acquisition of the remaining minority interests
in Zeta Resources, a substantial realisation in Zeta
Resources' portfolio, generating proceeds of USD 41.0m
and enabling Zeta Resources to repay UIL’s loans and
fund a dividend distribution to UIL. In addition, ongoing
realisations by Somers contributed to repaying its
outstanding loans to UIL.
As at 30 June 2025 Somers is the only remaining UIL
platform investment with external shareholders,
amounting to 40.1% of UIL’s total investments.
FOREIGN EXCHANGE
As at 30 June 2025 UIL held no forward FX derivative
positions. In the 2023 annual report and accounts UIL
stated its expectation that it would be less vulnerable to
volatility in the FX markets and this has turned out to be
correct. In the year ended 30 June 2025, currency gains
on forward FX contracts was £0.4m.
COMMODITIES
Commodities were stronger during the year to 30 June
2025, especially the gold price which was up by 42.0%.
There was one exception, the oil price, which was down
by 21.8%.
PORTFOLIO ACTIVITY
During the year to 30 June 2025, UIL invested £56.4m,
including the Zeta Resources acquisition and realised
£60.6m.
GEOGRAPHIC AND SECTOR REVIEW
The geographical and sector split of the portfolio, on
a look through basis, shows that Australia and New
Zealand remain UIL’s largest geographic exposure
at 61.4% and financial services is the largest sector
exposure at 42.5% of total investments. Gold mining has
increased significantly due to the investments in Zeta
Resources’ underlying gold investments.
LEVEL 3 INVESTMENTS
As a result of Zeta Resources’ delisting, UIL’s level 3
investments increased to £200.7m, or 80.9% of the total
portfolio as at 30 June 2025 from 61.3% of the total
portfolio as at 30 June 2024.
Taking into account the underlying investments in the
Zeta Resources and Somers portfolios, the level 3
investments on a look through basis as at 30 June 2025
were 49.6% of the total portfolio.
ZDP SHARES
On a consolidated basis, the value of the ZDP shares
decreased from £99.8m as at 30 June 2024 to £62.2m
as at 30 June 2025. This decline is primarily due to the
redemption of the 2024 ZDP shares on 31 October 2024
and the compounding of the ZDP capital return. As at
30 June 2025 UIL held 2.3m 2026 ZDP shares and 0.8m
2028 ZDP shares.
CHARLES JILLINGS
Investment Manager
INVESTMENT MANAGERS’ REPORT
10
UIL Limited
INVESTMENT MANAGERS’ REPORT (continued)
The structural improvement in cover is significant and
pleasing to see with the cover ratios for both classes
of ZDP shares being at all time highs of 4.40 times for
the 2026 ZDP shares and 2.64 times for the 2028 ZDP
shares.
DEBT
UIL has no bank debt. Over the twelve months to
30 June 2025, loans increased from £2.9m as at 30 June
2024 to £19.5m as at 30 June 2025. During the year,
excess cash at Somers was lent to UIL to help meet
UIL’s cashflow needs which included working capital in
the startup gold mining operations at Kumarina. By the
end of the financial year, the loans were consolidated
into one shareholder loan of £19.5m from GPLPF,
UIL’s majority shareholder. All loans were made on
commercial terms.
GEARING
The reduction in ZDP shares and the increase in assets
from issuing ordinary shares to GPLPF of £15.8m,
together with the profit on the capital and income
accounts of £20.9m, net of dividends of £7.1m, has
significantly improved gearing.
Gearing reduced to 48.5% as at 30 June 2025 from
73.6% as at 30 June 2024. At an absolute level UIL’s net
debt decreased from £101.2m as at 30 June 2024 to
£80.8m at the year end. UIL’s debt has reduced by two
thirds in the last five years.
REVENUE RETURNS
Revenue income for the year to 30 June 2025 increased
to £13.6m from £12.2m as at 30 June 2024, an increase
of 11.5%.
Management and administration fees and other
expenses were largely unchanged at £1.6m (30 June
2024: £1.5m). Finance costs were significantly lower,
down by 45.5% at £1.2m for the year to 30 June 2025
from £2.2m in the prior year, mainly as a result of the
repayment of bank loans.
Revenue profit increased substantially to £10.8m
(30 June 2024: £8.5m) and EPS increased to 11.91p,
up 17.3% from 10.15p as at 30 June 2024.
CAPITAL RETURNS
Capital total income reported a gain of £14.2m (30 June
2024: loss of £28.3m) which was driven mainly by the
£13.6m gains on investments.
Finance costs reduced by 21.2% to £4.1m (30 June 2024:
£5.2m) largely reflecting the lower number of ZDP shares
in issue following the 2024 ZDP share redemption.
The resultant capital return profit for the year to
30 June 2025 was £10.1m (30 June 2024: a loss of £33.5m)
and EPS was 11.18p per ordinary share (30 June 2024: a
loss of 39.99p).
EXPENSE RATIO
The ongoing charges figure, including and excluding
performance fees, was unchanged at 2.8%. No
performance fee was earned at the UIL level. All
expenses are borne by the ordinary shareholders.
Charles Jillings
ICM Investment Management Limited and ICM
Limited
29 September 2025
11
Report and Accounts for the year to 30 June 2025
AUSTRALIA & NEW ZEALAND
REMAINS UIL’S LARGEST
EXPOSURE AT
61.4%
(2024: 47.6%)
UK REMAINS UIL’S SECOND
LARGEST COUNTRY EXPOSURE AT
15.1%
(2024: 10.9%)
ASIA IS NOW UIL’S THIRD
LARGEST EXPOSURE AT
5.7%
(2024: 6.4%)
EUROPE REMAINS UIL’S FOURTH
LARGEST EXPOSURE AT
5.0%
(2024: 8.7%)
LATIN AMERICA IS NOW UIL’S
FIFTH LARGEST EXPOSURE AT
3.5%
(2024: 2.8%)
CANADA IS NOW UIL’S SIXTH
LARGEST EXPOSURE AT
3.4%
(2024: 2.4%)
SECTOR SPLIT OF INVESTMENTS
Financial Services
42.5%
Technology
21.1%
Gold Mining
19.2%
Infrastructure
Investments
7.8%
Resources
5.9%
Other
3.5%
IN THE YEAR TO 30 JUNE 2025
See page 12 for the full geographic exposure
(2024: 47.9 %) (2024: 22.9%) (2024: 5.1%)
(2024: 7.7%) (2024: 12.4%) (2024: 4.0%)
12
UIL Limited
GEOGRAPHICAL INVESTMENT EXPOSURE
(% of total investments on a look through basis)
Source: ICM
Latin
America
3.5%
(2.8%)
Africa
1.5%
(10.4%)
Bermuda
2.8%
(8.2%)
UK
15.1%
(10.9%)
Canada
3.4%
(2.4%)
Asia
5.7%
(6.4%)
Australia &
New Zealand
61.4%
(47.6%)
Europe
(excluding UK)
5.0%
(8.7%)
Figures in brackets as at 30 June 2024
USA
1.6%
(2.6%)
13
Report and Accounts for the year to 30 June 2025
MACRO TRENDS AFFECTING OUR PORTFOLIO
GEOPOLITICS AND GLOBAL TRADE
• Global geopolitical tensions and rising populism/nationalism is leading to rising
protectionism by countries. The imposition by USA of additional tariffs have resulted in
companies reassessing their supply chains.
• The increasingly multi-polar world and reshaping of the competitive trade environment
are presenting new trading dynamics - there has been an increasing in “shoring”
(onshoring, nearshoring and friendshoring) and the need to diversify supply chains.
• Increasing importance of emerging market economies in the share of world trade is
changing the economics of how global trade has traditionally been executed.
• Global debt levels - the substantial increase in sovereign debt is enhancing the risk of
inflation and potentially debasing currencies and thereby ensuring increased demand
for gold.
DIGITALISATION
• Developments in AI and demand for processing capacity are driving new opportunities
and new investment sectors such as data centres. Similarly the advancements of chip
design by companies such as Nvidia are pioneering the developments of AI.
• 5G mobile and full-fibre broadband rollout presents opportunities for businesses and
benefits to consumers driven by enhanced connected applications in sectors including
e-commerce, e-government, online education, telemedicine, automotive, logistics,
communications and media.
• Increased use of internet connected sensors (internet of things), cloud storage and AI
data processing driving further automation across businesses.
RESOURCES AND ENERGY GROWTH AND TRANSITION
• Growing demand for energy resources as global economic growth continues, requiring
ongoing investment in energy infrastructure.
• Geopolitical tensions continue to highlight the need for countries to ensure energy
independence and cutting reliance on imported energy sources.
• Increasing focus on renewable energy resources, as lower or net zero emission targets
to combat climate change require decarbonisation of the energy matrix.
• Drive to reach net zero targets increasing long term demand for several commodities
including nickel, copper, lithium and graphite.
• Heightened multi-polar world driving demand for safe haven assets such as gold.
14
UIL Limited
GROWTH OF EMERGING MARKETS
• Emerging markets economies continue to be driven by underlying structural growth
drivers of:
– Positive demographics – typically a young, growing and increasingly better educated
working class age population
– Increasing urbanisation – driving need for investment into infrastructure to support
urban growth
– Rise of the middle class – growing discretionary income increasing demand for goods
and services leading to better quality of life
– Strong gross domestic product growth – importance of emerging markets’ share of
global trade continues to increase.
• Structural growth drivers pushing demand for supporting investment in infrastructure
assets such a transportation, utilities and telecommunications.
FINTECH
• Innovative solutions in financial technology disintermediating the traditional financial
sector business models with lower cost, lower risk, more secure, more convenient
solutions for payments, lending, leasing, social security payments, insurance, savings,
pensions and investments.
• Changing demographics and improved financial sophistication of individuals are
altering demand for financial services products, providing a fertile ground for innovative
products and services e.g. Buy Now Pay Later and e-commerce.
• Growing emphasis on individual responsibility for personal savings and investments
as government and company schemes come under increasing demographic driven
pressures.
MACRO TRENDS AFFECTING OUR PORTFOLIO (continued)
15
Report and Accounts for the year to 30 June 2025
INVESTMENT APPROACH
ICM is a long term investor and typically operates
focused portfolios with narrow investment remits.
ICM has several dedicated research teams who have
deep knowledge and understanding in their specific
sectors, which improves the ability to source and make
compelling investments. ICM has approximately USD
1.3bn of assets directly under management.
ICM looks to exploit market and pricing opportunities
and concentrates on absolute performance. The
investments are not market index driven and the
investment portfolio comprises a series of bottom-up
decisions. ICM typically does not participate in either
an IPO or an auction unless there is compelling value.
UIL seeks to leverage ICM’s investment abilities to
both identify and make investments across a range of
industries. New investments usually offer an attractive
valuation with strong risk/return expectations at the
time of investment.
When reviewing investment opportunities, as part of
the investment process ICM will look to understand the
material ESG factors.
In-depth analysis of the key
issues that face potential and
current holdings, as well as a
deep understanding of the
industry in which they operate.
Incorporate the output of the
‘Understanding’ component
into the full company analysis to
ensure a clear and complete
picture of the investment
opportunity is obtained.
Engage with investee
companies on the key issues
on a regular basis, both virtually
and on location, where possible,
to discuss and identify any
gaps in their ESG policies to
further develop and improve
their ESG disclosure and
implementation.
Understanding Engagement
Integration
ICM incorporates ESG factors into the
investment process in
three key ways:
16
UIL Limited
Values
Team
Investment Practices
Financial
Platforms
Communities
ICM works to create value by harnessing our experience and
expertise to offer an innovative, insightful approach beyond
traditional investment strategies
We are focused on creating sustainable long term value for our shareholders and supporting the broader
community through our:
We are proud of our inclusive environment for our teams to work in, which reflects the diversity of
our communities.
Our deep and extensive research and understanding of the companies, sectors and markets we
invest in moderates our risk and creates value for our investors. Our status as a signatory to the
United Nations-supported Principles of Responsible Investment emphasises our commitment to
integrating ESG factors into our investment decision making process.
Strong balance sheet and disciplined capital allocation to drive sustainable growth and shareholder
value.
Technology, digital and analytics enable our investment platforms to deliver growth for our
shareholders.
ICM supports the ICM Foundation, which has identified sustainable, effective and focused
education where the biggest impact can be made on individuals and in communities. Over the past
decade ICM and its stakeholders have contributed over USD 18.7m to not-for-profit and community
organisations.
ICM’s origins date back to 1988 and our organisation has evolved with offices now spanning
the globe. We are focused on our values of:
• Independence and Integrity • Excellence
• Creativity and Innovation • Accountability
INVESTMENT APPROACH (continued)
17
Report and Accounts for the year to 30 June 2025
THE VALUE OF THE TEN LARGEST
HOLDINGS REPRESENTS
94.8%
(2024: 96.4%) OF THE
GROUP’S TOTAL INVESTMENTS
THE VALUE OF FIXED INCOME
SECURITIES REPRESENTS
3.6%
(2024: 1.1%) OF THE GROUP’S
PORTFOLIO
THE TOTAL NUMBER
OF COMPANIES INCLUDED IN THE
PORTFOLIO IS
27
(2024: 25 COMPANIES)
TEN LARGEST HOLDINGS
HELD DIRECTLY
18
UIL Limited
30 Jun
2024
30 Jun
2025 Company and
Description
Fair value
£'000s
% of total
investments
1 1
Somers Limited
A financial services investment holding company
99,558 40.1
2 2
Zeta Resources Limited
A resources focused investment holding company
46,846 18.9
3 3
Utilico Emerging Markets Trust plc
A UK listed closed end investment trust
22,626 9.1
5 4
Allectus Quantum Holdings Limited
A technology investment holding company
21,995 8.9
4 5
Resimac Group Limited
A lender for residential mortgages and asset finance
14,610 5.9
– 6
Zeta Minerals Limited
A resources focused investment holding company
7,868 3.2
9 7
Carebook Technologies Inc
A digital health and wellness solutions company
7,126 2.9
7 8
West Hamilton Holdings Limited
A Bermuda property holding and management company
6,289 2.5
_ 9
Pan Pacific Petroleum Pty Limited
An Australian resources company
4,944 2.0
10 10
WT Financial Group Limited
A financial adviser network
3,308 1.3
Ten largest holdings 235,170 94.8
Other investments 13,031 5.2
Total investments 248,201 100.0
TEN LARGEST HOLDINGS (continued)
HELD DIRECTLY
The ten largest investments held directly are listed below,
whilst the ten largest holdings on a look through basis are set
out on pages 19 to 24.
19
Report and Accounts for the year to 30 June 2025
1
20.3%
Resimac Group
Limited
Financial Services
A AUD 13bn lender
for residential
mortgages and asset
finance in Australia
and New Zealand.
50,364
Fair value £’000s
5
8.9%
Allectus Quantum
Holdings Limited
Technology
An investment
holding company for
the Australian based
quantum computing
company, Diraq.
21,995
Fair value £’000s
3
9.6%
W1M Investment
Management
Limited
Financial Services
A £22bn UK based
wealth management
company.
23,732
Fair value £’000s
2
11.7%
Horizon Gold
Limited
Gold Mining
An Australian listed
gold exploration
company.
29,138
Fair value £’000s
4
9.1%
Utilico Emerging
Markets Trust plc
Infrastructure
Investments
A UK listed fund
uniquely focused on
global infrastructure
megatrends in
emerging markets.
22,626
Fair value £’000s
6
7.1%
Kumarina
Resources Pty
Limited
Gold Mining
An unlisted gold
mining company in
Western Australia.
17,717
Fair value £’000s
10
2.5%
West Hamilton
Holdings Limited
Infrastructure
Investments
A Bermuda
property holding
and management
company.
6,289
Fair value £’000s
8
4.1%
AK Jensen Group
Limited
Financial Services
A global brokerage
business which
provides hedge fund
services to both
traditional hedge
funds and digital
asset funds.
10,173
Fair value £’000s
7
6.1%
ICM Mobility Group
Limited
Technology
A UK holding
company focused on
payment and transit
technology in the
mobility sector for
private and public
transport.
15,093
Fair value £’000s
9
2.9%
Carebook
Technologies Inc
Technology
A digital health
company providing
employee health and
wellness solutions to
employers globally.
7,126
Fair value £’000s
TEN LARGEST HOLDINGS
(% OF TOTAL INVESTMENTS ON A LOOK THROUGH BASIS)
20 21
UIL Limited Report and Accounts for the year to 30 June 2025
20
UIL Limited
TEN LARGEST HOLDINGS (continued)
Resimac is an ASX listed residential mortgage lender and multichannel
distribution business specialising in prime and specialist mortgage
lending.
Resimac is a leading Australian non-bank lender and it operates in targeted
market segments and asset classes in Australia and New Zealand. Its
primary activities are as a mortgage manager and in originating, servicing
and securitising mortgage assets. As at 30 June 2025, Resimac reported
total home loan AUM of AUD 13.4bn, a year on year increase of 3.9%.
Net interest income for the year ended 30 June 2025 was AUD 170.5m, a
6.8% increase from 2024 reflecting higher average AUM levels. Resimac
generated normalised net profit after tax for the year of AUD 39.7m. Total
loan settlements during the year was AUD 5.8bn of which the asset finance
division reported settlements of AUD 0.9bn. During the year, Resimac issued
AUD 4.3bn of Australian Prime and Specialist RMBS. Resimac’s asset finance
business continues to grow and its AUM was bolstered by AUD 1.5bn following
the acquisition, in March 2025, of the Westpac auto portfolio and ended the
year with AUM of AUD 2.7bn
The growth of the home loans portfolio in the second half of the year and
the continued growth of the asset finance business suggests improved
performance in the coming year.
Horizon Gold is an Australian listed gold exploration company with
assets in Western Australia. Its primary asset is the Gum Creek Gold
Project, which currently contains a Mineral Resource Estimate of 2.14m
ounces of gold.
Horizon’s March 2024 scoping study demonstrated the viability of a near surface
open-pit mining operation at Gum Creek, which could produce an average of
84k ounces of gold annually, over ten years, and generate a pre tax net present
value at 8% of AUD 547.5m, at an assumed commodity price of AUD 3,300 per
ounce of gold. As at 30 June 2025, the gold price was over AUD 5,000 per ounce.
At the same date, Horizon Gold's enterprise value was only AUD 39.03 per ounce
of gold resource. Its share price of AUD 0.56 per share, was up by 86.7% over the
twelve months to 30 June 2025.
Subsequent to its 30 June year end, Horizon completed a private placement
and rights issue to raise up to AUD 12.0m to fully fund the completion of its
Feasibility Study (which is expected to be completed in FY2026) and undertake
additional exploration drilling.
Sector Financial
Services
Fair Value
£’000s 50,364
% of total
investments 20.3%
Sector Gold Mining
Fair Value
£’000s 29,138
% of total
investments 11.7%
1
2
SHARE PRICE
1.7%
SHARE PRICE
86.7%
20 21
UIL Limited Report and Accounts for the year to 30 June 2025
W1M is an award winning London based specialist investment manager
which focuses on discretionary portfolio management planning for
private clients, charities and institutions as well as offering a suite of
in-house managed investment funds.
W1M, Somers’ second largest holding, was formed in June 2024 through
the merger of Waverton and London & Capital creating a £19.3bn wealth
and asset management business. The combined business serves a range
of client profiles, including high net worth and ultra-high net worth families,
charities, financial advisors and institutional clients, both in the UK and
internationally.
W1M has performed strongly in the period since the merger and AUM have
grown to £21.9bn as at 30 June 2025 driven by continuing positive net new
asset flow and robust investment performance.
UEM is a closed-end investment trust, whose ordinary shares are listed
in the closed-ended investment funds category of the Official List of
the Financial Conduct Authority and are traded on the Main Market of
the London Stock Exchange. UEM is managed by ICMIM and ICM.
UEM predominately invests in infrastructure and utilities assets in emerging
markets which are benefitting from structural growth drivers accelerated
by global infrastructure megatrends. In the twelve months to 30 June 2025,
UEM’s NAV total return was up by 5.3%, marginally underperforming the
MSCI Emerging Markets total return Index (GBP adjusted) which increased
by 6.3% during the same period, due to the Index’s higher exposure to
technology and financial stocks. UEM’s performance was also marginally
lower than the Index over the period given its overweight exposure to
Latam, as despite the strong operational and local share price performance
of many Brazilian investee companies, Sterling's performance was tapered
by the 6.5% depreciation of the Brazilian Real.
In the year to 30 June 2025, UEM’s share price increased by 10.4%, with
the discount to NAV narrowing to 11.6% from 18.6%. Dividends per share
increased to 9.125p from 8.600p.
Sector Financial
Services
Fair Value
£’000s 23,732
% of total
investments 9.6%
Sector Infrastructure
Investments
Fair Value
£’000s 22,626
% of total
investments 9.1%
3
4
RETURNS
23.9%
SHARE PRICE
10.4%
22 23
UIL Limited Report and Accounts for the year to 30 June 2025
TEN LARGEST HOLDINGS (continued)
Allectus Quantum is an unlisted investment holding company with an
investment in Sydney-based quantum computing company Diraq Pty Ltd.
Diraq is a world leader in building quantum processors using silicon
‘quantum dot’ technology, leveraging proprietary technology developed over
twenty years of research across eleven patent families. Its approach utilises
the existing silicon manufacturing processes of semiconductor foundries to
produce today’s electronic components, forging a faster and cheaper road to
market. Diraq’s goal is to revolutionise quantum computing by driving qubit
numbers on a single chip to the many millions and ultimately billions needed
for useful commercial applications.
Diraq works with both Imec and GlobalFoundries to design and manufacture
its quantum computing chips and recently achieved the first-ever integration
of Nvidia GPUs and its quantum processors. In early 2025, Diraq was recently
announced as one of 18 companies chosen for the US Defense Advanced
Research Projects Agency Quantum Benchmarking Initiative Stage A. In June
2025, the valuation of Allectus Quantum increased due to a rise in the fair
value of Diraq as Diraq completed a fundraising round at a materially higher
valuation.
Kumarina Resources is an unlisted gold mining company with a gold
mining operator in Western Australia. Its primary asset is the Malcolm
Challenger gold project located near Leonora in Western Australia,
which contained a Mineral Resource Estimate of 52,100 ounces of gold
as at 31 December 2024.
A short-term mining operation has been underway at the Malcolm
Challenger Project since January 2025 and produced its first gold in April
2025. Mined ore from this project is transported to a nearby third-party
facility for processing. Through the first six months, it has remained on
schedule and budget to recover roughly 26,000 ounces of gold at an average
grade of two grams per tonne through until November 2025. The project is
expected to generate significant free cash flow in its final five months of the
operation.
Sector Technology
Fair Value
£’000s 21,995
% of total
investments 8.9%
Sector Gold Mining
Fair Value
£’000s 17,717
% of total
investments 7.1%
5
6
VALUATION
49.8%
VALUATION
131.0%
22 23
UIL Limited Report and Accounts for the year to 30 June 2025
ICM Mobility Group is an unlisted holding company that invests in
businesses providing automated fare collection (“AFC”) and analytics
solutions for the private and public transportation sector.
Its portfolio includes Vix Technology ("Vix"), Kuba Pay ("Kuba"), Littlepay
Limited ("Littlepay"), and Snapper Services Limited ("Snapper"). Two of
its investees, Vix and Kuba, have extensive international experience in
delivering AFC services. Vix focuses on larger cities through its Pulse
platform, while Kuba targets smaller cities and regions with its Nexum
cloud-based platform. Vix also operates a significant real-time information
business.
Littlepay offers payment services to the public transit sector through its
proprietary API-based modular payments platform. This platform can
integrate with Europay, Mastercard, and Visa (EMV) readers, fare systems,
and financial institutions, enabling transit operators, authorities, and
agencies to implement seamless, multimodal contactless payment systems
across transport networks. This makes fare payments simpler and boarding
faster for public transport users. Snapper manages a transportation
ticketing system, and is also investing in its new Mosaiq platform, which
builds on its fare management expertise to offer transport analytics
software for transit companies and regulators. Snapper has collaborated
closely with AWS to efficiently process large volumes of data and deliver
meaningful insights to operators and other industry stakeholders.
AK Jensen (“AKJ”) is a global brokerage business which provides hedge
fund services to both traditional hedge funds and digital asset funds.
AKJ’s platform allows fund managers to set up a hedge fund at low cost,
trade through AKJ’s proprietary technology platform and operate under the
AKJ regulatory framework. This is attractive to new hedge fund managers
who are often unable to incorporate a hedge fund due to the associated
costs and regulatory burden. AKJ also offers a front-to-back, tier-one
solution for digital asset hedge fund managers. During 2025 AKJ’s AUM has
increased on the back of positive market movements in equities and crypto
assets and its own Token, AKJx was listed in early 2025.
For the year ended 31 December 2024, AKJ reported revenue of USD 19.4m.
As at 30 June 2025, AKJ had 35 funds operating on its platform, and reported
AUM of USD 609.2m and total ecosystems assets were at an all-time high of
USD 2.0bn.
Sector Technology
Fair Value
£’000s 15,093
% of total
investments 6.1%
Sector Financial
Services
Fair Value
£’000s 10,173
% of total
investments 4.1%
7
8
RETURNS
3 0.1%
RETURNS
12.5%
24 25
UIL Limited Report and Accounts for the year to 30 June 2025
Carebook Technologies is a digital health company providing employee
health and wellness solutions to employers globally.
In February 2025, UIL acquired the remaining shares in Carebook that it did
not already own at a price of CAD 0.10 per share and Carebook was delisted
from the Toronto Stock Exchange. For the year ended 31 December 2024,
Carebook reported a 17% increase in revenue to CAD 14.3m and an adjusted
EBITDA of CAD 0.2m (an improvement of CAD 1.0m on 2023). The growth
in revenue was primarily driven by existing clients as opposed to new client
licenses. During 2025 Carebook launched its Corehealth Now, (focused on
small and medium sized employers) and Corehealth Pro, (bespoke offerings
to large employers with significant development costs) propositions. This
has allowed Carebook to engage in more prospecting and outbound sales
activity whilst targeting different sectors of the market and by offering
standard product suites to employers through Corehealth.
West Hamilton is a Bermuda listed investment and management
company with a property asset in Bermuda.
West Hamilton owns The Belvedere Residences, a mixed-use building
housing nine executive condominiums, a penthouse office suite and a
gymnasium. The Belvedere Residences is fully occupied with all commercial
space let, six apartments let on leases and three apartments sold.
For the year ended 30 September 2024 West Hamilton reported revenue
of USD 1.4m (September 2023: USD 3.0m) and net operating income
for the year of USD 0.2m (September 2024: USD 2.6m). Total assets as
at 30 September 2024 were USD 20.2m (September 2023: USD 44.0m).
Shareholders equity as at 30 September 2024 was USD 15.6m (September
2023: USD 35.4m) with the decrease of USD 19.8m being approximately the
same as the dividends paid to shareholders.
Sector Technology
Fair Value
£’000s 7,126
% of total
investments 2.9%
Sector Infrastructure
Investments
Fair Value
£’000s 6,289
% of total
investments 2.5%
9
10
VALUATION
72.7%
VALUATION
56.2%
TEN LARGEST HOLDINGS (continued)
25
Report and Accounts for the year to 30 June 2025
24 25
UIL Limited Report and Accounts for the year to 30 June 2025
ORDINARY SHARES
The number of ordinary shares in issue, and the voting
rights, as at 30 June 2025 was 92,887,179 shares. The
ordinary shares are entitled to all the revenue profits
of the Company available for distribution and resolved
to be distributed by the Directors by way of a dividend.
The Directors consider the payment of dividends on a
quarterly basis.
On a winding up, holders of ordinary shares will be
entitled, after payment of all debts and the satisfaction
of all liabilities of the Company, to the winding up
revenue profits of the Company and thereafter, after
paying to UIL Finance for its ZDP shareholders their
accrued capital entitlement, to all the remaining assets
of the Company.
ZDP SHARES
The ZDP shares are issued by UIL Finance, a wholly
owned subsidiary of UIL. The ZDP shares carry no
entitlement to income and the whole of any return will
take the form of capital.
2026 ZDP SHARES
25,000,000 2026 ZDP shares were in issue as at
30 June 2025, of which 2,309,620 were held by UIL. The
2026 ZDP shares rank for payment in priority to the
ordinary shares (save for any undistributed revenue
profit on winding up) and the 2028 ZDP shares but
rank behind the Company’s borrowings for capital
repayment of 151.50p per 2026 ZDP share on
31 October 2026. The capital repayment is equivalent
to a redemption yield of 5.00% per annum based on
the initial capital entitlement of 100.00p.
2028 ZDP SHARES
25,000,000 2028 ZDP shares were in issue as at
30 June 2025, of which 778,735 were held by UIL. The
2028 ZDP shares rank for payment in priority to the
ordinary shares (save for any undistributed revenue
profit on winding up) but rank behind the Company’s
borrowings and the 2026 ZDP shares for capital
repayment of 152.29p per 2028 ZDP share on
31 October 2028. The capital repayment is equivalent
to a redemption yield of 5.75% per annum based on
the initial capital entitlement of 100.00p.
BORROWINGS
As at 30 June 2025, UIL had borrowings of £19.5m.
SENSITIVITY OF RETURNS AND RISK PROFILES
Ordinary shares rank behind the ZDP shares (save for
any undistributed revenue profit on a winding up) and
the Company’s borrowings such that they represent a
geared instrument. For every £100 of gross assets of
the Company as at 30 June 2025, the ordinary shares
could be said to be interested in £67.10 of those assets
after deducting the prior claims as above. This makes
the ordinary shares more sensitive to movements
in gross assets. Based on these amounts, a 1.0%
movement in gross assets would change the NAV
attributable to ordinary shares by 1.5%.
The interest cost of UIL’s borrowings, combined
with the annual accruals in respect of ZDP shares,
represents a blended rate of 6.6% as at 30 June 2025.
Based on their final entitlement of 151.50p per share,
the final entitlement of the 2026 ZDP shares was
covered 4.40 times by gross assets as at 30 June
2025. Should the gross assets fall by 77.3% over the
remaining life of the 2026 ZDP shares, then the 2026
ZDP shares would not receive their final entitlement
in full. Should gross assets fall by 92.3%, equivalent
to an annual fall of 85.3%, the 2026 ZDP shares would
receive no payment at the end of their life.
Based on their final entitlement of 152.29p per share,
the final entitlement of the 2028 ZDP shares was
covered 2.64 times by gross assets as at 30 June
2025. Should the gross assets fall by 62.2% over the
remaining life of the 2028 ZDP shares, then the 2028
ZDP shares would not receive their final entitlement
in full. Should gross assets fall by 77.3%, equivalent to
an annual fall of 35.8%, the 2028 ZDP shares would
receive no payment at the end of their life.
CAPITAL STRUCTURE
UIL has a geared balance sheet structure, with the
ordinary shares leveraged by the ZDP shares and
borrowings.
26
UIL Limited
ZDP SHARES
ZDP SHARES
1
(pence)
30 June
2025
30 June
2024
% change
2025/24
2026 ZDP shares
Capital entitlement
2
per ZDP share 141.95 135.15 5.0
ZDP share price 137.00 119.00 15.1
2028 ZDP shares
Capital entitlement
2
per ZDP share 126.39 119.49 5.8
ZDP share price 118.00 98.00 20.4
1 Issued by UIL Finance, a wholly owned subsidiary of UIL
2 See page 25
TOTAL BORROWINGS
Jun 2018
£’000s
Jun 2019
£’000s
Jun 2020
£’000s
Jun 2021
£’000s
Jun 2022
£’000s
Jun 2023
£’000s
Jun 2024
£’000s
Jun 2025
£’000s
2018 ZDP 50,858
2020 ZDP 51,940 55,387 59,087
2022 ZDP 55,873 59,499 63,407 48,052 51,166
2024 ZDP 29,408 31,582 33,250 34,996 36,833 38,765 40,778
2026 ZDP 11,275 13,474 24,791 25,299 27,589 29,005 30,513 32,116
2028 ZDP 23,726 25,225 26,819 28,505 30,068
Total 199,354 159,942 180,535 132,073 140,813 94,589 99,796 62,184
Loans and other debt
3
28,495 50,971 54,402 45,437 54,907 45,329 1,365 18,572
Total debt 227,849 210,913 234,937 177,510 195,720 139,918 101,161 80,756
Blended interest rate % 6.1 5.5 5.2 4.5 4.7 5.7 5.2 6.6
3 includes net bank overdrafts
ZDP SHARES – TIMES COVERED BY UIL’S GROSS ASSETS
4
Jun 2018 Jun 2019 Jun 2020 Jun 2021 Jun 2022 Jun 2023 Jun 2024 Jun 2025
2018 ZDP 6.50
2020 ZDP 3.71 4.92 4.23
2022 ZDP 2.44 2.97 2.58 5.41 3.83
2024 ZDP 1.84 2.42 2.11 3.83 2.80 3.57 5.49
2026 ZDP 1.63 2.08 1.81 3.03 2.23 2.49 2.96 4.40
2028 ZDP 2.50 1.85 1.90 2.02 2.64
4 Gross assets divided by the aggregate redemption liabilities of the ZDP shares and any borrowings ranking in priority to the ZDP shares.
Source: ICM
27
Report and Accounts for the year to 30 June 2025
STRATEGIC REPORT
PRINCIPAL ACTIVITY
UIL carries on business as an investment company and
its principal activity is portfolio investment.
INVESTMENT OBJECTIVE
UIL’s investment objective is to maximise shareholder
returns by identifying and investing in investments
worldwide where the underlying value is not fully
recognised.
STRATEGY AND BUSINESS MODEL
UIL invests in accordance with the objective set
out above. The Board is collectively responsible to
shareholders for the long-term success of the Company.
Since the Company has no employees, it outsources
its activities to third party service providers, including
the appointment of external investment managers to
deliver investment performance. The Board oversees
and monitors the activities of the service providers with
the Board setting investment policy and risk guidelines,
together with investment limits.
ICMIM, an English incorporated company authorised
and regulated by the Financial Conduct Authority (“FCA”)
as an alternative investment fund manager (“AIFM”)
pursuant to the AIFM Regulations, is the Company’s
AIFM and joint portfolio manager alongside ICM. The
investment team responsible for the management of
the portfolio is headed by Duncan Saville and Charles
Jillings.
ICMIM and ICM, operating under guidelines determined
by the Board, have direct responsibility for the decisions
relating to the day to day running of the Company
and are accountable to the Board for the investment,
financial and operating performance of the Company.
Other service providers include JP Morgan Chase Bank
N.A. – London Branch which provides administration
services, JPMorgan Chase Bank N.A. – Jersey which
provides custodial services, J.P. Morgan Europe Limited
(“JPMEL”) which acts as the Company’s Depositary under
the AIFM Regulations and Computershare Investor
Services which acts as registrar. ICM has also been
appointed Company Secretary.
INVESTMENT POLICY
UIL’s investment policy is to identify and invest in
opportunities where the underlying value is not
fully recognised. 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
including separate closed-end investment companies
(“Platforms”) which have been or will be established to
focus on investments in dedicated market sectors.
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 invest in other investment
companies or vehicles, including any managed by the
Investment Managers, where such investment would be
complementary to UIL’s investment objective and policy.
UIL may also use derivative instruments such as
American Depositary 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 are principally made in the developed markets
of Australasia, Western Europe, and North America, as
UIL’s exposure to the emerging markets infrastructure
and utility sectors is primarily through its holding in
UEM. UIL has the flexibility to invest directly in these
sectors in emerging markets with the prior agreement
of UEM.
UIL believes it is appropriate to support investee
companies with their capital requirements whilst at
the same time maintaining an active and constructive
shareholder approach through encouraging a review
of the 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.
28 29
UIL Limited Report and Accounts for the year to 30 June 2025
There will be no material change to the investment
policy (including the investment limits and the borrowing
limits) without the prior approval of shareholders. Any
such change would also require the approval of the ZDP
shareholders.
INVESTMENT LIMITS
The Board has prescribed the following limits on
the investment policy, all of which are at the 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 the
time that any new unlisted investment is made.
This restriction does not apply to loans to listed
Platforms;
• 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. This restriction does not apply to
investments in any Platform; and
• no single investment in a Platform will exceed 50%
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 50% limit and provided that no single
investment held by such Platform will exceed 30%.
of the gross assets at the time such investment is
made on a look through basis.
Where UIL directly or indirectly owns 100% of the issued
ordinary share capital of any company that holds an
underlying investment portfolio, the investment limits
set out above will be applied to, and take into account,
the underlying investee companies on a look through
basis and will not be applied to, or take into account, any
such intermediate holding company.
None of the above restrictions will require the realisation
of any of UIL’s assets 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, but no further relevant assets may be acquired,
or loans made by UIL until the relevant restriction can
again be complied with.
BORROWING LIMITS
Under UIL’s Bye-laws, the Group is permitted to borrow
(excluding the gearing provided through the Group’s
capital structure) an aggregate amount equal to 100% of
its gross assets. Borrowings may be drawn down in any
currency appropriate for the portfolio.
However, the Board has set a current limit on gearing
(being total borrowings excluding ZDP shares measured
against gross assets) not exceeding 33.3% at the time
of draw down. 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).
As at 30 June 2025 the Company’s borrowings
comprised a loan from GPLPF of £19.5m.
DIVIDEND POLICY
The Board’s objective is to maintain or increase the
total annual dividend. Dividends are expected to be
paid quarterly each year in December, March, June
and September. In determining dividend payments,
the Board will take account of factors such as income
forecasts, retained revenue reserves, the Company’s
dividend payment record and Bermuda law. The Board
also has the flexibility to pay dividends from capital
reserves.
RESULTS AND DIVIDENDS
Details of the Company’s performance are set out in
the Investment Managers’ Report. The results for the
year ended 30 June 2025 are set out in the attached
accounts. The dividends in respect of the year, which
total 8.00p, have been declared by way of four interim
dividends.
KEY PERFORMANCE INDICATORS
Delivery of shareholder value is achieved through the
increase in capital value of the Company’s shares and by
its income return. The Board reviews performance by
reference to a number of Key Performance Indicators
(“KPIs”) that include the following:
• NAV total return relative to the FTSE All-Share Index
• Share price
STRATEGIC REPORT (continued)
28 29
UIL Limited Report and Accounts for the year to 30 June 2025
• Share price discount to NAV
• Revenue earnings
• Dividends per share
• Ongoing charges figure
While some elements of performance against KPIs are
beyond management control, they provide measures
of the Group’s absolute and relative performance and
are therefore monitored by the Board on a regular
basis. These KPIs fall within the definition of Alternative
Performance Measures under guidance issued by
the European Securities and Markets Authority and
additional information explaining how these are
calculated is set out on pages 101 to 103.
30 June 2025 2024
NAV total return (%) 14.7 (15.3)
FTSE All-Share total return Index (%) 11.2 13.0
Share price (pence) 118.00 103.50
Discount to NAV (%) 34.2 36.9
Percentage of issued shares bought
back during the year (based on opening
share capital) (%) 0.5 0.0
Revenue earnings per share (pence) 11.91 10.15
Dividends per share (pence) 8.00 8.00
Ongoing charges figure – excluding
performance fees (%) 2.8 2.8
The ten year record on page 104 shows historic data for
the Company.
Discount to NAV: The Board monitors the premium/
discount at which the Company’s shares trade in relation
to the assets. During the year the Company’s shares
traded at a discount relative to NAV in a range of 23.1%
to 39.2% and an average discount of 33.4%. The Board
and the Investment Managers closely monitor both
movements in the Company’s share price and significant
dealings in the shares. In order to avoid substantial
overhangs or shortages of shares in the market the
Board asks shareholders to approve resolutions which
allow for the buyback of shares and their issuance which
can assist in the management of the discount. A total of
459,938 shares were bought back and cancelled during
the year ended 30 June 2025, representing 0.5% of the
Company’s opening issued share capital.
Earnings and dividends per share: As referred to
in “Dividend Policy” above, the Board’s objective is to
maintain or increase the total annual dividend. The
Board and the Investment Managers attach great
importance to maintaining dividends per share since
dividends form a key component of the total return to
shareholders.
The Board declared four quarterly dividends of 2.00p
per share in respect of the year ended 30 June 2025.
The fourth quarterly dividend will be paid on 24 October
2025 to shareholders on the register as at 3 October
2025. The total dividend for the year was 8.00p per
share (2024: 8.00p per share).
Ongoing charges: These are calculated in accordance
with the industry measure of costs as a percentage
of NAV. The expenses of the Company are reviewed
at every Board meeting, with the aim of managing
costs incurred and their impact on performance. The
ongoing charges figure appears high when compared
to other investment companies as the expenses are
expressed as a percentage of average net assets (after
the deduction of the ZDP shares) and comprises all
operational, recurring costs that are payable by the
Company or incurred within underlying investee funds.
This ratio is sensitive to the size of the Company as well
as the level of costs.
OVERVIEW OF THE INVESTMENT VALUATION PROCESS
In preparing UIL’s half yearly and annual financial
accounts, the most important accounting judgements
and estimates relate to the carrying value of the unlisted
investments which are stated at fair value. As at 30 June
2025, 80.9% of UIL’s investment portfolio consisted of
level 3 investments that were valued using inputs that
were not based on observable market data. Given the
importance of this area to the integrity of the financial
reporting, the Board and the Investment Managers
carefully review the valuation policies and processes and
the individual valuation methodologies at each reporting
date. However, the valuation of unlisted securities
is inherently subjective, as it is made on the basis of
assumptions which may not prove to be accurate. As
detailed in note 30 to the accounts, small changes to
inputs may result in material changes to the carrying
value of the investments.
30 31
UIL Limited Report and Accounts for the year to 30 June 2025
VALUATION PROCESS
UIL’s valuation policy is the responsibility of the Board,
with additional oversight and annual review from the
Audit & Risk Committee. The policy is reviewed at least
annually.
The valuation of the unlisted investments is the
responsibility of the Board, with valuation support and
analysis provided by the Investment Managers’ valuation
team. The investment portfolio is valued at fair value
and this is achieved by valuing each investment using
an appropriate valuation technique and applying a
consistent valuation approach for all investments.
The concept of fair value is key to the valuation process
and is defined as “the price that would be received to
sell an asset in an orderly transaction between market
participants at the measurement date” (International
Private Equity and Venture Capital (“IPEV”) guidelines,
December 2022).
Maximum use is made of market-based information and
the valuation methodologies used are those generally
used by market participants. Valuations are compliant
with IFRS fair value guidelines and guidelines issued by
the IPEV valuation board, which set out recommended
practice for fair valuing of unlisted investments
within the IFRS framework. The valuation of unlisted
investments requires the exercise of judgment, and
every effort is made to ensure that this judgment is
applied objectively and is not used to overstate or
understate the valuation result.
The Board reviews the unlisted valuations at each
meeting and in conjunction with UIL’s external financial
reporting process. The Board receives a detailed
report from the Investment Managers’ valuation
team recommending a proposed valuation for each
of UIL’s investments. The report includes details of
all material valuations, explanations for movements
and confirmation of the valuation process adopted.
Representatives of the Investment Managers are in
attendance at these meetings to answer any questions
the Board may have on the valuation process and the
choice of valuation techniques and inputs. The Board
reviews and challenges the assumptions behind the
unlisted asset valuations.
VALUATION METHODOLOGIES
The valuation of each of UIL's unlisted investments
is normally determined by using one of the following
valuation methodologies and, depending on the
investment and relevance of the approach, any or all of
these valuation methods could be used.
Earnings Multiples
This valuation methodology is used where the
investment is profitable and where a set of comparable
listed companies with similar characteristics to its
holding can be determined. As these investments are
not traded on an active market, the valuations are then
adjusted by a liquidity discount with the discount varying
depending on the nature of the underlying investment
entity and its sector and whether restrictions exist
on UIL’s ability to sell the asset in an orderly fashion.
In certain instances, UIL may use a revenue multiple
approach if this is deemed more appropriate.
It is UIL’s policy to use reported earnings adjusted for
non-recurring items, which are typically sourced from
the investee companies’ management accounts or
audited financial reports. In certain cases, current or
projected maintainable earnings provide a more reliable
indicator of the company’s performance and in these
instances an estimate of maintainable earnings is used
in the valuation calculation.
Multiples are derived from comparable listed companies
in the same business sector. Adjustments are made for
relative performance versus the comparables and other
company specific factors including size, product offering
and growth rates.
Discounted Cash Flow
This methodology may be used for valuing investments
with long term stable cash flows and uses maintainable
earnings discounted at appropriate rates to reflect the
value of the business. Generally, the latest historical
accounts are used unless reliable forecast results for the
current year are available. Earnings are adjusted where
appropriate for exceptional or non-recurring items.
Net Assets
This valuation technique derives the value of an
investment by reference to the value of its net assets.
This is used for investments whose value derives mainly
from the underlying fair value of their assets rather
than their earnings, such as unlisted fund investments,
property holding companies and other investment
businesses. In addition, this valuation approach may
also be used for investments that are not making an
STRATEGIC REPORT (continued)
30 31
UIL Limited Report and Accounts for the year to 30 June 2025
adequate return on assets and for which a greater value
can be realised by liquidating the business and selling its
assets.
For unlisted investment companies and limited
partnerships, the fair value estimate is based on a
summation of the estimated fair value of the underlying
investments attributable to the investor. This fund NAV
approach may be used where there is evidence that the
valuation is derived using fair value principles and the
most recent available fund NAV may be adjusted to take
account of changes or events to UIL’s reporting date.
Recent Investments
For an initial or recent transaction, UIL may value its
investment using the recent transaction price for a
limited period following the transaction, where the
transaction price continues to be representative of fair
value.
Imminent Investment Realisation
Where realisation of an investment or a flotation of an
investment is imminent and the pricing of the relevant
transaction has been substantially agreed, a discount
to the expected realisation proceeds or flotation value
valuation technique is used. Judgement is applied as
to the likely eventual exit proceeds and certainty of
completion. This technique is only utilised where a sale
or flotation process is materially complete, and the
remaining risks are estimated to be small.
Note 30 to the accounts sets out more details on UIL’s
unlisted investments and the valuation methodologies
adopted.
PRINCIPAL RISKS AND RISK MITIGATION
During the year ended 30 June 2025, ICMIM was the
Company’s AIFM and had sole responsibility for risk
management subject to the overall policies, supervision,
review and control of the Board.
As required by the Association of Investment Companies
(“AIC”) Code of Corporate Governance, the Board
has undertaken a robust assessment of the principal
and emerging risks facing the Company. It seeks to
mitigate these risks through regular review by the
Audit & Risk Committee of the Company’s risk register
which identifies the risks facing the Company and the
likelihood and potential impact of each risk, together
with the controls established for mitigation.
During the year the Audit & Risk Committee also
discussed and monitored a number of emerging risks
that could potentially impact the Company, the principal
ones being geopolitical risk and climate change risk and
these are considered within investment risk and market
risk below.
The principal risks and uncertainties currently faced by
the Company and the controls and actions to mitigate
those risks, are described below. There have been no
significant changes to the principal risks during the year,
although geopolitical risk remains elevated.
KEY RISK FACTORS
INVESTMENT
RISK:
The risk that the
investment strategy
does not achieve
long-term positive
total returns for
the Company’s
shareholders.
Insufficient
consideration of ESG
factors could lead to
poor performance
and/or a reduction
in demand for the
Company’s shares.
The Board monitors the performance of the Company and has established
guidelines to ensure that the approved investment policy is pursued by the
Investment Managers. The Board regularly reviews strategy in relation to a range of
issues including the balance between quoted and unquoted stocks, the allocation
of assets between geographic regions and sectors and gearing.
The investment process employed by the Investment Managers combines
assessment of economic and market conditions in the relevant countries with stock
selection. Fundamental analysis forms the basis of the Company’s stock selection
process, with an emphasis on an investment's balance sheet, cash flows and
dividends, as well as market conditions. In addition, ESG factors are also considered
when selecting and retaining investments and political risks associated with
investing in specific countries are also assessed. Overall, the investment process
aims to achieve absolute returns through an active fund management approach
and the Board monitors the implementation and results of the investment process
with the Investment Managers.
32 33
UIL Limited Report and Accounts for the year to 30 June 2025
MARKET RISK: Adverse market
movements in the
prices of equity
and fixed interest
securities, interest
rates and foreign
currency exchange
rates and adverse
liquidity could lead to
a fall in NAV.
The Company’s portfolio is exposed to equity market risk, interest rate risk, foreign
currency risk and liquidity risk. Adverse market conditions may result from factors
such as economic conditions, political change, geopolitical confrontations, climate
change, natural disasters and health epidemics. At each Board meeting the Board
reviews the composition of the portfolio, asset allocation, stock selection, unquoted
investments and levels of gearing and has set investment restrictions and
guidelines which are monitored and reported on by the Investment Managers.
The Company’s results are reported in Sterling, although the majority of its assets
are priced in foreign currencies and therefore any rise or fall in Sterling will lead,
respectively, to a fall or rise in the Company’s reported NAV. Such factors are
out of the control of the Board and the Investment Managers and may give rise
to distortions in the reported returns to shareholders. It can be difficult and
expensive to hedge some currencies.
KEY STAFF RISK: Loss by the
Investment Managers
of key staff could
affect investment
returns.
The quality of the investment management team is a crucial factor in delivering
good performance. There are training and development programs in place for
employees and the remuneration packages have been developed in order to
retain key staff. Any material changes to the management team are considered by
the Board at its next meeting; the Board discusses succession planning with the
Investment Managers at regular intervals.
DISCOUNT RISK: The Company’s
shares may trade at
a discount to their
NAV and a widening
discount may
undermine investor
confidence in the
Company.
The Board monitors the price of the Company’s shares in relation to their NAV and
is focused on reducing the discount at which they trade. The Board may agree to
buy back shares if there is a significant overhang of stock in the market; it targets a
discount to NAV of approximately 20% over the medium term.
OPERATIONAL
RISK:
Failure by any service
provider to carry
out its obligations
to the Company in
accordance with
the terms of its
appointment could
have a materially
detrimental impact
on the operation
of the Company
and could affect
the ability of
the Company to
successfully pursue
its investment policy.
The Company’s main service providers are listed on page 100. The Audit & Risk
Committee monitors the performance and controls (including business continuity
procedures) of the key service providers at regular intervals.
Most of UIL’s investments are held in custody for the Company by JPMorgan
Chase Bank N.A., Jersey. JPMEL, the Company’s depositary services provider, also
monitors the movement of cash and assets across the Company’s accounts. The
Audit & Risk Committee reviews the JP Morgan SOC1 reports, which are reported
on by Independent Service Auditors, in relation to its administration, custodial and
information technology services.
The Board reviews the overall performance of the Investment Managers and all
the other service providers on a regular basis. The risk of cyber-crime is high, as
it is with most organisations, but the Board regularly seeks assurances from the
Investment Managers and other key service providers on the preventative steps
that they are taking to reduce this risk.
GEARING RISK: Whilst the use of
borrowings should
enhance total return
where the return
on the Company’s
underlying securities
is rising and exceeds
the cost of borrowing,
it will have the
opposite effect where
the underlying return
is falling.
The ordinary shares rank behind borrowings and ZDP shares, making them a
geared instrument.
The gearing level is high due to the capital structure of the balance sheet. As at
30 June 2025, gearing on net assets, including borrowings and ZDP shares, was
48.5% (30 June 2024: 73.6%). The Board reviews the level of gearing at each Board
meeting.
STRATEGIC REPORT (continued)
32 33
UIL Limited Report and Accounts for the year to 30 June 2025
REGULATORY
RISK:
Failure to comply
with applicable
legal and regulatory
requirements could
lead to suspension of
the Company’s Stock
Exchange listings,
financial penalties, a
qualified audit report
or the Company
being subject to tax
on capital gains.
The Investment Managers and the Company’s professional advisers monitor
developments in relevant laws and regulations and provide regular reports to the
Board in respect of the Company’s compliance.
VIABILITY STATEMENT
The Board makes an assessment of the longer-term
prospects of the Company beyond the timeframe
envisaged under the going concern basis of accounting,
having regard to the Company’s current position and
the principal risks it faces. The Company is a long-term
investment vehicle and the Board believes that it is
appropriate to assess the Company’s viability over a
long-term horizon. For the purposes of assessing the
Company’s prospects in accordance with provision
31 of the UK Corporate Governance Code, the Board
considers that assessing the Company’s prospects
over a period of five years is appropriate given the
nature of the Company and its investment objective
and appropriately reflects the long-term strategy of the
Company.
In its assessment of the viability of the Company, the
Board has considered the Company's prospects and
outlook, each of the Company’s principal risks and
uncertainties detailed above, as well as the impact of
a significant fall in world equity and foreign exchange
markets on the value of the Company’s investment
portfolio and the Company’s ability to repay the
£95.5m ultimate liability in respect of the 2026 and
2028 ZDP shares and its borrowings. The Board is also
satisfied that it operates an effective risk management
process and has concluded a robust assessment of the
principal risks facing the Company. The Board has also
considered the Company’s income and expenditure
projections and the fact that the Company’s operating
expenses comprise a very small percentage of net
assets while a material proportion of the Company’s
investments comprise listed securities which could likely
be sold to meet funding requirements, if necessary. The
Board continues to consider the key risks set out in this
Strategic Report, the controls and actions to mitigate
these risks and the prospects for the Company’s
portfolio holdings and has concluded that they are
unlikely to affect the going concern status or viability of
the Company.
As part of this assessment the Board considered a
number of stress tests, including short term reverse
stress testing, and scenarios which considered the
impact of severe stock market and currency volatility
on shareholders’ funds over a five-year period. Initially,
the Company’s projections were adjusted to reflect a
material reduction in the value of its investments in
line with that experienced during the emergence of the
Covid-19 pandemic in the first quarter of 2020. The first
stress test considered a fall in the market of 40% in the
first year with recovery of 10% per annum thereafter. A
second test considered a fall in the markets of 20% and
adverse sterling movement, the Company’s reporting
currency, of 10% in the first year with a further fall in
markets of 20% in the second year and no movement
thereafter. The results demonstrated the impact on the
Company’s NAV, its expenses, and its ability to meet its
liabilities over that period. As a result of this analysis,
the Board has concluded that there is a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the
next five years.
PROMOTING THE SUCCESS OF THE COMPANY
Although the Company is domiciled in Bermuda , the
Board has considered the guidance set out in the AIC
Code of Corporate Governance in relation to Section 172
of the UK Companies Act 2006. This imposes a duty on
the Directors to promote the success of the Company
for the benefit of its members as a whole and includes
having regard (amongst other matters) to fostering
relationships with the Company’s stakeholders and
34 35
UIL Limited Report and Accounts for the year to 30 June 2025
34
UIL Limited
maintaining a reputation for high standards of business
conduct.
As an externally managed investment company, UIL
has no employees, customers, operations or premises.
Therefore, the Company’s key stakeholders (other
than its shareholders) are considered to be its service
providers, including lenders. The need to promote
business relationships with the service providers and
maintain a reputation for high standards of business
conduct is central to the Directors’ decision making.
The Directors believe that fostering constructive and
collaborative relationships with the Company’s service
providers will assist in their promotion of the success
of the Company for the benefit of all shareholders
and their performance is monitored by the Board
and its committees. The principal service provider is
the Investment Managers, who are responsible for
managing the Company’s assets in order to achieve its
stated investment objective, and the Board maintains
a good working relationship with them. Whilst strong
long term investment performance is essential, the
Board recognises that to provide an investment vehicle
that is sustainable over the long term, both it and the
Investment Managers must have regard to ethical and
environmental issues that impact society. Accordingly,
ESG considerations are an important part of the
Investment Managers’ investment process as explained
more fully below.
The Board seeks to engage with the Investment
Managers and its other service providers in a
collaborative and collegiate manner, whilst also ensuring
that appropriate and regular challenge is brought, and
evaluation conducted. The aim of this approach is to
enhance service levels and strengthen relationships
with a view to ensuring the interests of the Company’s
shareholders are best served by keeping cost levels
proportionate and competitive, and by maintaining the
highest standards of business conduct.
The Directors aim to act fairly as between the
Company’s shareholders and the approach to
shareholder relations is summarised in the Corporate
Governance Statement on pages 45 to 49. The Chairman
is available to meet with shareholders as appropriate
and the Investment Managers meet regularly with
shareholders and their respective representatives,
reporting back on views to the Board. Shareholders
may also communicate with the Company at any time
by writing to the Board at the Company’s registered
office or contacting the Company’s broker. These
communication opportunities help inform the Board
when considering how best to promote the success of
the Company for the benefit of all shareholders over the
long term.
RESPONSIBLE INVESTMENT POLICY
The Board believes that it is in the shareholders’
interests to consider ESG factors when selecting and
retaining investments, and has asked the Investment
Managers to take these into account when investing.
The concept of responsible investing has always been
a core component of the investment process and the
Investment Managers employ a disciplined investment
process that seeks to both uncover opportunities
and evaluate potential risks, while striving for the
best possible return outcomes. When reviewing any
investment opportunity, the Investment Managers look
to understand the relevant ESG issues in conjunction
with the financial, macro and political drivers as part of
their investment process, populating an internally built
ESG framework due to lack of appropriate coverage
from external providers. Relevant and material ESG
opportunities and risks can meaningfully affect
investment performance, therefore the consideration
of ESG issues forms part of the integrated research
analysis, decision-making and ongoing monitoring.
The Investment Managers believe that “G” is the
core foundation on which all else is built, as strong
governance within a company ensures that minority
shareholder interests are aligned with other
shareholders, management and stakeholders. The
Investment Managers’ “G” assessment therefore
includes questions covering shareholders’ rights,
transparency and related parties, as well as audit and
accounting, board composition and effectiveness,
executive oversight and compensation. Each area is
assessed and weighted, and the Investment Managers
then apply an aggregated weighting towards “G” in
line with the strong empirical evidence linking robust
corporate governance and performance.
The “E” and “S” are also focal points for the Investment
Managers, as assessing key environmental and social
risks are essential to a long-term sustainable business
model. The Investment Managers identify the most
material “E” and “S” risks that are believed to affect
each sector. Once identified, many investees are
STRATEGIC REPORT (continued)
34 35
UIL Limited Report and Accounts for the year to 30 June 2025
then assessed against each risk. The results from this
analysis feed into an “E” and “S” score for each company
reflecting, for each material risk, whether suitable/
sustainable strategies are in place, how clear the
company has been in disclosing its approach and how
well it is doing against its objective to manage such risk.
Where a portfolio company is assessed as having a
relatively low 'E', 'S', and/or 'G' score, ICM may engage
with the company, where appropriate, to encourage
improvements over time. ESG considerations provide
a way to identify and review the long-term drivers of
an investment that are not found within the financial
accounts, thereby enabling the Investment Managers to
fully question a company’s investment potential from a
few perspectives.
Where possible, the Investment Managers aim to visit
companies to access an in-person opportunity to ask
management teams what they perceive to be the key
operational, social, and environmental issues, as well
as a chance to see assets operating first-hand. ESG
disclosures are not always easy to understand given they
may not be openly reported or consistently disclosed.
The Investment Managers believe that engaging
with companies directly is the best first step. Where
necessary, the Investment Managers will question and
challenge an investee company’s management team
directly to ensure a full understanding of any challenges
and opportunities.
Given the Investment Managers are long term investors,
engagement with management teams is and will remain
paramount to the investment approach. On behalf of
UIL as shareholder, the Investment Managers seek to
engage with investee companies, where appropriate, to
encourage the incorporation of stronger ESG principles
and to vote in a considered manner (including against
resolutions) to support positive change. As referred to
above, the Investment Managers believe that governance
factors are fundamental to an investment.
ICM is a signatory to the United Nations-supported
Principles of Responsible Investment, which is an
international network of investors working together to
implement its six aspirational principles. The Investment
Managers believe that good stewardship is essential and
these principles align with their philosophy to protect
and increase the value of UIL's investments.
MODERN SLAVERY ACT
Due to the nature of the Company’s business, being
a company that does not offer goods and services to
customers, the Board considers that it is not within the
scope of the Modern Slavery Act 2015 because it has
no turnover. The Company is therefore not required to
make a slavery and human trafficking statement. In any
event, the Board considers the Company’s supply chains,
dealing predominantly with professional advisers and
service providers in the financial services industry, to be
low risk in relation to this matter.
GENDER DIVERSITY
The Board currently consists of three male directors
and one female director. As reported in the Chairman’s
Statement, Ms Hill will be stepping down from the Board
following the conclusion of the AGM and it is planned
to continue with a Board of three male directors.
The Company has no employees and therefore there
is nothing further to report in respect of gender
representation within the Company. The Company’s
policy on diversity is detailed in the Corporate
Governance Statement on page 48.
GREENHOUSE GAS EMISSIONS AND STREAMLINED
ENERGY AND CARBON REPORTING (“SECR”)
All the Company’s activities are outsourced to third
parties. The Company therefore has no greenhouse gas
emissions to report from its operations. In addition, the
Company considers itself to be a low energy user under
the SECR regulations and therefore is not required to
disclose energy and carbon information.
BRIBERY ACT
The Company has a zero tolerance policy towards
bribery and is committed to carrying out business fairly,
honestly and openly. The Investment Managers also
adopt a zero tolerance approach and have policies and
procedures in place to prevent bribery.
CRIMINAL FINANCE ACT
The Company has a commitment to zero tolerance
towards the criminal facilitation of tax evasion.
SOCIAL, HUMAN RIGHTS AND COMMUNITY MATTERS
As an externally-managed investment company, the
Company does not have any employees or maintain any
premises. It therefore has no material, direct impact
36 37
UIL Limited Report and Accounts for the year to 30 June 2025
on the environment or any particular community and
the Company itself has no environmental, human rights,
social or community policies. The Board, however, notes
the Investment Managers’ policy statement in respect of
responsible investing, as outlined on pages 34 and 35.
OUTLOOK
The Board’s main focus is on the achievement of the
Company’s objective of delivering a long-term total return
and the future of the Company is dependent upon the
success of its investment strategy. The outlook for the
Company is discussed in the Chairman’s Statement
and the main trends and factors likely to affect the
future development, performance and position of the
Company’s business can be found in the Investment
Managers’ Report.
This Strategic Report was approved by the Board of
Directors on 29 September 2025.
By order of the Board
ICM Limited
Company Secretary
29 September 2025
STRATEGIC REPORT (continued)
36 37
UIL Limited Report and Accounts for the year to 30 June 2025
CHARLES JILLINGS
Charles Jillings, a director of ICM and chief executive of ICMIM, is responsible for
the day-to-day running of UIL and the investment portfolio. He qualified as a
chartered accountant and has extensive experience in corporate finance and asset
management. He is an experienced director having previously been a non-executive
director of Special Utilities Investment Trust PLC, Utilico Emerging Markets Limited
and other companies in the financial services, water and waste sectors. He is
currently a director of Somers Limited, W1M and ICM Mobility Group Limited.
INVESTMENT MANAGERS AND TEAM
ICMIM, a company authorised and regulated by
the FCA, was the Company’s AIFM during the year
ended 30 June 2025 with sole responsibility for
risk management, subject to the overall policies,
supervision, review and control of the Board and is
joint portfolio manager of the Company, alongside ICM.
The Investment Managers are focused on finding
investments at valuations that do not reflect their true
long term value. Their investment approach is to have
a deep understanding of the business fundamentals
of each investment and its environment versus its
intrinsic value. The Investment Managers are long term
investors.
DUNCAN SAVILLE
Duncan Saville, a director of ICM, is a chartered accountant with experience in
corporate finance and asset management. He was formerly a non-executive director
of Special Utilities Investment Trust PLC and Utilico Investment Trust plc and is an
experienced non-executive director having been a director of multiple companies
in the financial services, utility, mining and technology sectors. He is currently a
non-executive director of ASX listed Resimac Group Limited, Somers Limited, Zeta
Resources Limited and ICM Mobility Group Limited.
ICM has approximately
USD 1.3bn
of assets directly under management. ICM has over 80 staff based in offices in Bermuda, Brazil, Cape Town, Dublin,
London, Seoul, Singapore, Sydney, Vancouver and Wellington.
UIL has a broad investment mandate. To better execute the mandate UIL has set up a number of platforms to focus
the investment process and decisions. The Investment Managers have mirrored these platforms in establishing
investment teams dedicated to each.
The investment teams are led by Duncan Saville and Charles Jillings.
38 39
UIL Limited Report and Accounts for the year to 30 June 2025
UTILITIES & INFRASTRUCTURE
Jacqueline Broers, joint portfolio manager of UEM, has been involved in the running of UIL and
UEM since September 2010. She is focused on the infrastructure and utilities sectors worldwide
with particular emphasis on emerging markets. She is a qualified chartered accountant and, prior
to joining the investment team, worked in the corporate finance team at Lehman Brothers and
Nomura.
Mark Lebbell has been involved in the running of UIL and UEM since their inception and before
that was involved with Utilico Investment Trust plc and The Special Utilities Investment Trust PLC
since 2000. He is focused on the communications sector worldwide with particular emphasis on
emerging markets. He is an associate member of the Institute of Engineering and Technology.
RESOURCES
Tristan Kingcott joined ICM in 2018 and is based in Vancouver, Canada. He is the portfolio
manager for Zeta Resources Limited and responsible for ICM’s Canadian office. He is focused on the
resources sector worldwide, and on the technology and financial services sectors in North America.
He has over fourteen years’ experience in financial and commercial analysis. He holds a Bachelor of
Commerce degree in finance from the University of Alberta, Canada, is a CFA Charterholder and a
Member of the CFA Society in Vancouver.
Core teams assisting them at a senior level are:
Alasdair Younie is Chief Executive Officer and a director of ICM. He is responsible for the day to
day running of the Somers Group, and has significant experience in financial markets and corporate
finance. He worked for six years within the corporate finance department of Arbuthnot Securities
Limited in London. He is a director of Somers Limited, Carebook Technologies Inc and West
Hamilton Holdings Limited and is a member of the Institute of Chartered Accountants in England
and Wales.
TECHNOLOGY
Jason Cheong is the Managing Director of ICM AU Pty Ltd and holds various technology portfolio
directorships, including Diraq Pty Ltd. He has fourteen years’ experience in private markets
investing across venture capital and private equity in Australia and the United Kingdom. Prior to
joining ICM, he was a private equity investor at Brookfield Asset Management and a mergers and
acquisitions lawyer at Baker & McKenzie, LLP. He is a qualified solicitor, admitted to practice in
Australia.
FINANCIAL SERVICES
COMPANY SECRETARY, ICM LIMITED
Alastair Moreton joined ICM in 2017 to provide company secretarial services to the Company and
to UEM. He is a chartered accountant and has over thirty years’ experience in corporate finance
with Samuel Montagu, HSBC, Arbuthnot Securities and, prior to joining ICM, Stockdale Securities,
where he was responsible for the company’s closed-end fund corporate clients.
INVESTMENT MANAGERS AND TEAM (continued)
39
Report and Accounts for the year to 30 June 2025
38 39
UIL Limited Report and Accounts for the year to 30 June 2025
DIRECTORS
PETER DURHAGER*
Peter Durhager was appointed a Director and Chairman of the Audit & Risk Committee
in March 2024. Mr Durhager has over twenty five years of experience in financial,
telecommunications and energy sectors. He is currently an executive director of the
Allan & Gill Gray Foundation and a non-executive director of Harrington Re. He was
formerly the President of RenaissanceRe Services Ltd and EVP & Chief Administrative
Officer of RenaissanceRe Holdings Ltd. He was also formerly the Chairman of
Ascendant Group Limited, America’s Cup Bermuda, Somers Limited and the Bermuda
Community Foundation.
STUART BRIDGES
*
(CHAIRMAN)
Stuart Bridges was appointed a Director in October 2019 and Chairman in March
2024. He is chief financial officer of Inigo Limited, a nonlife insurance group operating
out of Lloyds of London. He is a chartered accountant and his previous roles included
chief financial officer of Control Risks Group, Nex Group plc (formerly ICAP plc) and
Hiscox plc. Prior to Hiscox, he held various senior positions in a number of financial
services companies in the United Kingdom and United States including Henderson
Global Investors.
ALISON HILL
*
Alison Hill, FCMA, CGMA, was appointed a Director in November 2015. Ms Hill has
over thirty years’ experience in global corporations in the financial services sector
and was formerly an executive director and chief executive officer of The Argus Group
in Bermuda, which provides insurance, retirement and financial services. Ms Hill is a
trustee and a member of committees of a number of non-corporate organisations in
Bermuda. Ms Hill is a Fellow of the Chartered Institute of Management Accountants
and a Chartered Global Management Accountant.
DAVID SHILLSON
David Shillson, LLM (Hons), who was appointed a Director in November 2015, is an
experienced corporate and commercial lawyer and a senior partner of Dentons
Kensington Swan, the New Zealand member of Dentons, the global law firm. He has
acted for a variety of clients, particularly in acquisitions and investment structuring,
advising on transactional and governance matters across the utilities, transport,
energy, technology and finance sectors. Mr Shillson is a member of the New Zealand
Law Society and the New Zealand Institute of Directors.
*
Independent Director and member of the Audit & Risk Committee and Management Engagement Committee
40 41
UIL Limited Report and Accounts for the year to 30 June 2025
40
UIL Limited
The Directors present the Annual Report and Accounts
of the Company for the year ended 30 June 2025.
STATUS OF THE COMPANY
UIL is a Bermuda exempted closed-end investment
company with registration number 39480. The
Company’s ordinary shares are admitted to trading
on the Specialist Fund Segment of the Main Market
of the London Stock Exchange and have a secondary
listing on the Bermuda Stock Exchange. UIL Finance’s
ZDP shares are listed in the Non-equity shares and
non-voting equity shares category of the Official List of
the Financial Conduct Authority and are traded on the
Main Market of the London Stock Exchange. UIL is a
member of the AIC in the UK.
The Company’s subsidiary undertaking, UIL Finance,
carries on business as an investment company.
THE ALTERNATIVE INVESTMENT FUND MANAGERS
DIRECTIVE (“AIFMD”)
The Company is a non-EU Alternative Investment Fund
(“AIF”) for the purposes of the AIFMD. The Company
has appointed ICMIM, an English incorporated
company which is regulated by the FCA, as its AIFM,
with sole responsibility for risk management and ICM
and ICMIM jointly to provide portfolio management
services.
The AIFMD requires certain information to be made
available to investors in AIFs before they invest and
requires that material changes to this information be
disclosed in the annual report of each AIF. An Investor
Disclosure Document, which sets out information
on the Company’s investment strategy and policies,
leverage, risk, liquidity, administration, management,
fees, conflicts of interest and other shareholder
information, is available on the Company’s website at
www.uil.limited.
UIL has also appointed JPMEL as its depositary
services provider. JPMEL’s responsibilities include
general oversight over the issue and cancellation of
the Company’s shares, the calculation of the NAV, cash
monitoring and asset verification and record keeping.
JPMEL receives a fee of 2.0bps on UIL’s NAV for its
services, subject to a minimum fee of £25,000 per
annum, payable monthly in arrears.
FUND MANAGEMENT ARRANGEMENTS
The aggregate fees payable by the Company to
ICMIM and ICM under the Investment Management
Agreement (“IMA”) are 0.5% per annum of gross assets
after deducting current liabilities (excluding borrowings
incurred for investment purposes), payable quarterly
in arrears, with such fees to be apportioned between
ICMIM and ICM as agreed by them. The Investment
Managers may also become entitled to a performance-
related fee. The IMA may be terminated on one year’s
notice in writing and further details of the management
and performance fees are disclosed in note 5 to the
accounts.
Under the IMA, ICM has been appointed as Company
Secretary.
The Board continually reviews the policies and
performance of the Investment Managers. The Board’s
philosophy and the Investment Managers’ approach
are that the portfolio should consist of shares thought
attractive irrespective of their inclusion or weighting
in any index. Over the long term, the Board expects
the combination of the Company’s and Investment
Managers’ approach to generate a positive return for
shareholders. The Board continues to believe that the
appointment of ICMIM and ICM on the terms agreed is
in the interests of shareholders as a whole.
ADMINISTRATION
The provision of accounting and administration
services has been outsourced to JPMorgan Chase
Bank N.A. – London Branch (the “Administrator”).
The Administrator provides financial and general
administrative services to the Company for an annual
fee based on the Company’s month end NAV (5 bps
on the first £100m NAV, 3bps on the next £150m
NAV, 2bps on the next £250m NAV and 1.5bps on the
next £500m NAV). The Administrator and any of its
delegates are also entitled to reimbursement of certain
expenses incurred by it in connection with its duties. In
addition, ICMIM has appointed W1M to provide certain
support services (including middle office, market
dealing and information technology support services).
W1M is entitled to receive an annual fee of 3bps of the
Company’s gross assets and the Company reimburses
ICMIM for its costs and expenses incurred in relation
to this agreement.
DIRECTORS’ REPORT
40 41
UIL Limited Report and Accounts for the year to 30 June 2025
Annually, the Management Engagement Committee
considers the ongoing administrative requirements of
the Company and assesses the services provided.
SAFE CUSTODY OF ASSETS
During the year ended 30 June 2025, most of UIL’s
investments were held in custody for the Company by
JPMorgan Chase Bank N.A., Jersey (the “Custodian”).
Operational matters with the Custodian are carried
out on the Company’s behalf by ICMIM and the
Administrator in accordance with the IMA and the
Administration Agreement. The Custodian is paid
a variable fee dependent on the number of trades
transacted and the location of the securities held.
FINANCIAL INSTRUMENTS
The Company’s financial instruments comprise its
investment portfolio, cash balances, borrowings and
debtors and creditors which arise directly from its
operations such as sales and purchases awaiting
settlement, and accrued income. The financial risk
management objectives and policies arising from
its financial instruments and the exposure of the
Company to risk are disclosed in note 30 to the
accounts.
DIVIDENDS
Dividends of 2.00p per share were paid on 17 January
2025, 25 April 2025 and 29 August 2025. A dividend of
2.00p per share was declared on 24 September 2025
for payment on 24 October 2025 to shareholders on
the register as at 3 October 2025. In aggregate, the
four interim dividends in respect of the year amount to
8.00p per ordinary share.
ISA AND NMPI
The ordinary shares and the ZDP shares remain
qualifying investments under the Individual Savings
Account (“ISA”) regulations and it is the intention of
the Board to continue to satisfy these regulations.
Furthermore, the Company currently conducts its
affairs so that its shares can be recommended by
IFAs to ordinary retail investors in accordance with
the FCA’s rules in relation to non-mainstream pooled
investments and intends to continue to do so for the
foreseeable future.
GOING CONCERN
The Board has reviewed the going concern basis of
accounting for the Company. A material proportion of
the Company’s investments comprise listed securities.
17.6% of the total portfolio as at 30 June 2025 is in
level 1 investments which, in most circumstances,
could likely be sold to meet funding requirements,
if necessary. The Board has performed a detailed
assessment of the Company’s operational risk and
resources including its ability to meet its liabilities as
they fall due, by conducting stress tests and scenarios
which considered the impact of severe stock market
and currency volatility. This is set out in note 29 to
the accounts. In light of this work and there being no
material uncertainties related to events or conditions
that may cast significant doubt about the ability of the
Company to continue as a going concern, the Board
has a reasonable expectation that the Company
has adequate resources to continue in operational
existence for a period of at least the next twelve
months from the date of approval of these financial
statements. Accordingly, the Board considers it
appropriate to continue to adopt the going concern
basis in preparing the accounts.
DIRECTORS
UIL has a Board of four non-executive Directors who
oversee and monitor the activities of the Investment
Managers and other service providers and ensure that
the Company’s investment policy is adhered to. The
Board is supported by an Audit & Risk Committee and
a Management Engagement Committee, which deal
with specific aspects of the Company’s affairs. The
Corporate Governance Statement, which is set out on
pages 45 to 49, forms part of this Directors’ Report.
The Directors have a range of business, financial and
asset management skills as well as experience relevant
to the direction and control of the Company. Brief
biographical details of the members of the Board are
shown on page 39. All the Directors are independent
other than Mr Shillson, who is a partner of Dentons
Kensington Swan, a New Zealand law firm which has
acted for members of the UIL and ICM groups.
UIL’s Bye-laws require that a Director be subject to
election at the first AGM after appointment and shall
retire and be subject to re-election at least every three
years thereafter. However, in accordance with the
42 43
UIL Limited Report and Accounts for the year to 30 June 2025
DIRECTORS’ REPORT (continued)
AIC Code of Corporate Governance, all the directors
are subject to annual re-election. As referred to in
the Chairman’s Statement, Ms Hill will be stepping
down from the Board following the conclusion of the
forthcoming AGM, so therefore just Mr Bridges, Mr
Durhager and Mr Shillson will stand for re-election at
that meeting.
The nature of an investment company and the
relationship between the Board and the Investment
Managers are such that it is considered unnecessary
to identify a senior independent director. Any of the
Directors is available to shareholders if they have
concerns which have not been resolved through the
normal channels of contact with the Chairman or the
Investment Managers, or for which such channels are
inappropriate.
The duty to promote the success of the Company
section on pages 33 and 34 forms part of this
Directors' Report.
DIRECTORS’ INDEMNITY AND INSURANCE
As permitted by the Company’s Bye-laws, the Directors
have the benefit of an indemnity under which the
Company has agreed to indemnify each Director, to the
extent permitted by law, in respect of certain liabilities
incurred as a result of carrying out his/her role as a
Director of the Company. The indemnity was in place
during the year and as at the date of this report.
UIL also maintains Directors’ and Officers’ liability
insurance which provides appropriate cover for any
legal action brought against the Directors.
DIRECTORS’ INTERESTS
The Directors’ interests in the ordinary share capital
of the Company are disclosed in the Directors’
Remuneration Report.
No Director was a party to, or had any interests in,
any contract or arrangement with the Company at any
time during the year or at the year end. There are no
agreements between the Company and its Directors
concerning compensation for loss of office.
A Director must avoid a situation where he/she has,
or can have, a direct or indirect interest that conflicts,
or possibly may conflict, with the Company’s interests.
The Directors have declared any potential conflicts of
interest to the Company which are reviewed regularly
by the Board. The Directors have undertaken to advise
the Company Secretary and/or Chairman as soon
as they become aware of any potential conflicts of
interest.
SHARE CAPITAL
As at 30 June 2025 the issued ordinary share capital
of the Company and the total voting rights were
92,887,179 ordinary shares. As at 26 September 2025
(being the latest practicable date prior to finalising
this report) the issued share capital and total voting
rights were 92,378,602 ordinary shares. There are
no restrictions on the transfer of securities in the
Company and there are no special rights attached to
any of the shares.
SHARE ISSUES AND REPURCHASES
UIL has the authority to purchase shares in the market
and to issue new shares for cash. During the year
ended 30 June 2025 459,938 ordinary shares were
purchased by the Company. The current authority
to repurchase shares was granted to Directors on
14 November 2024 and expires at the conclusion of
the next AGM. The Directors are proposing that their
authority to buy back up to 14.99% of the Company’s
shares and to issue new shares up to 10% of the
Company’s issued ordinary share capital be renewed
at the forthcoming AGM.
SUBSTANTIAL SHARE INTERESTS
As at the date of this report, the Company had received
notification from Mr Duncan Saville that he had an
interest in 73,002,586 ordinary shares (79.0% of UIL’s
issued share capital) which included the holding of
GPLPF (72,883,836 ordinary shares (78.9%)).
THE COMMON REPORTING STANDARD
Tax legislation under The OECD (Organisation for
Economic Co-operation and Development) Common
Reporting Standard for Automatic Exchange of
Financial Account Information (the “Common Reporting
Standard”) was introduced on 1 January 2016. The
legislation requires UIL, as an investment company,
to provide personal information on shareholders to
the Company’s local tax authority in Bermuda. The
Bermuda tax authority may in turn exchange the
information with the tax authorities of another country
or countries in which the shareholder may be tax
resident, where those countries (or tax authorities
42 43
UIL Limited Report and Accounts for the year to 30 June 2025
in those countries) have entered into agreements
to exchange financial account information. The
Company’s registrars have been engaged to collate
such information and file reports on behalf of the
Company.
All new shareholders, excluding those whose shares
are held as depositary interests, who are entered on
the share register will be sent a certification form for
the purposes of collecting this information.
AUDIT INFORMATION AND AUDITOR
The Directors who held office at the date of approval
of this Directors’ Report confirm that, so far as they are
aware, there is no relevant audit information of which
the Company’s auditor is unaware; and each Director
has taken all the steps that they ought to have taken as
a Director to make themselves aware of any relevant
audit information and to establish that the Company’s
auditor is aware of that information.
LISTING RULE 6.6.1R
The ordinary shares of UIL are admitted to the
Specialist Fund Segment and therefore the Listing
Rules do not technically apply to it. However it
has agreed to comply voluntarily with certain key
provisions of the Listing Rules, including Listing
Rule 6.6, and confirms that there are no instances
where the Company is required to make disclosures
in respect of Listing Rule 6.6.1R (information to be
included in annual report and accounts).
ANNUAL GENERAL MEETING
The following information to be discussed at the
forthcoming AGM is important and requires your
immediate attention. If you are in any doubt about the
action you should take, you should seek advice from
your stockbroker, bank manager, solicitor, accountant
or other financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended).
If you have sold or transferred all of your shares in the
Company, you should pass this document, together
with any other accompanying documents including the
form of proxy, at once to the purchaser or transferee,
or to the stockbroker, bank or other agent through
whom the sale or transfer was effected, for onward
transmission to the purchaser or transferee.
The business of the AGM consists of 11 resolutions.
Resolutions 1 to 10 (inclusive) will be proposed
as ordinary resolutions and resolution 11 will be
proposed as a special resolution.
ORDINARY RESOLUTION 1 – ANNUAL REPORT AND
FINANCIAL STATEMENTS
This resolution seeks shareholder approval to receive
the Directors’ Report, the Independent Auditor’s
Report and the Financial Statements for the year
ended 30 June 2025.
ORDINARY RESOLUTION 2 – APPROVAL OF THE
DIRECTORS’ REMUNERATION REPORT
This resolution is an advisory vote on the Directors’
Remuneration Report.
ORDINARY RESOLUTION 3 – APPROVAL OF THE
COMPANY’S DIVIDEND POLICY
This resolution seeks shareholder approval of the
Company’s dividend policy to pay four interim
dividends per year. Under the Company’s Bye-laws, the
Board is authorised to approve the payment of interim
dividends without the need for the prior approval of
the Company’s shareholders.
Having regard to corporate governance best practice
relating to the payment of interim dividends without
the approval of a final dividend by a company’s
shareholders, the Board has decided to seek express
approval from shareholders of its dividend policy to
pay four interim dividends per year. If this resolution
is not passed, it is the intention of the Board to
refrain from authorising any further interim dividends
until such time as the Company’s dividend policy is
approved by its shareholders.
ORDINARY RESOLUTIONS 4 TO 6 (INCLUSIVE) –
RE-ELECTION OF DIRECTORS
The biographies of the Directors are set out on page
39 and are incorporated into this report by reference.
Resolution 4 relates to the re-election of Mr Stuart
Bridges who was appointed Chairman on 31 March
2024, having joined the Board on 2 October 2019. Mr
Bridges’ leadership of the Board as Chairman draws on
his long and varied experience on the boards of many
listed and unlisted companies. His focus is on long-
term strategic issues, which are key topics of Board
discussion.
44 45
UIL Limited Report and Accounts for the year to 30 June 2025
Resolution 5 relates to the re-election of Mr Peter
Durhager who was appointed on 31 March 2024. Mr
Durhager has many years of experience in the financial,
telecommunications and energy sectors. He brings
this strong background and skills to his role as the
Company’s Audit & Risk Committee Chairman, as well
as his deep knowledge of Bermuda.
Resolution 6 relates to the re-election of Mr David
Shillson who was appointed on 16 November 2015. Mr
Shillson brings significant legal experience to his role
on the Board which draws on a track record of advising
on acquisitions and investment structuring in many of
the sectors in which the Company invests.
ORDINARY RESOLUTIONS 7 AND 8 – APPOINTMENT
OF THE EXTERNAL AUDITOR AND THE AUDITOR’S
REMUNERATION
These resolutions relate to the appointment and
remuneration of the Company’s auditor. The Company,
through its Audit & Risk Committee, has considered
the independence and objectivity of the external
auditor and is satisfied that the proposed auditor is
independent. Further information in relation to the
assessment of the existing auditor’s independence can
be found in the report of the Audit & Risk Committee.
Resolutions relating to the following items of special
business will be proposed at the forthcoming AGM:
ORDINARY RESOLUTIONS 9 AND 10 – AUTHORITY TO
BUY BACK SHARES
Resolution 9 seeks to renew the authority granted
to Directors enabling the Company to purchase its
own shares. The Directors will consider repurchasing
shares in the market if they believe it to be in
shareholders’ interests and as a means of correcting
any imbalance between supply and demand for the
Company’s shares. Any shares purchased pursuant to
this resolution shall be cancelled immediately upon
completion of the purchase or held, sold, transferred
or otherwise dealt with as treasury shares.
The Directors are seeking authority to purchase in the
market up to 13,840,000 ordinary shares (representing
approximately 14.99% of the issued ordinary shares as
at the date of the Notice of AGM). This authority, unless
renewed at an earlier general meeting, will expire at
the conclusion of the next AGM of the Company to be
held in 2026.
Resolution 10 relates to an additional authority to
enable the Company to purchase its own shares
pursuant to the liquidity facility described in the
Chairman’s Statement. The Directors are seeking
authority to purchase ordinary shares in the market
up to an aggregate value of £4.0m at a discount of
20% to the last published NAV per ordinary share. The
authority will expire on 31 December 2025.
SPECIAL RESOLUTION 11 – AUTHORITY TO DISAPPLY
PRE-EMPTION RIGHTS
The Company’s Bye-laws provide that, unless
otherwise determined by a special resolution, the
Company is not able to allot ordinary shares for cash
without offering them to existing shareholders first in
proportion to their shareholdings. This resolution will
grant the Company authority to dis-apply these pre-
emption rights in respect of up to 9,237,000 ordinary
shares (representing approximately 10% of the issued
ordinary shares as at the date of the Notice of AGM).
Any such issue of shares would only be made at
prices greater than NAV and would therefore increase
the assets underlying each share. This resolution
will expire at the conclusion of the next AGM of the
Company to be held in 2026 unless renewed prior to
that date at an earlier general meeting.
Resolution 11 is a special resolution and will require
the approval of a 75% majority of votes cast in respect
of it.
RECOMMENDATION
The Board considers that each of the resolutions to be
proposed at the AGM is likely to promote the success
of the Company for the benefit of its members as a
whole and are in the best interests of the Company
and its shareholders as a whole. The Directors
unanimously recommend that shareholders vote in
favour of these resolutions as they intend to do in
respect of their own beneficial holdings.
By order of the Board
ICM Limited
Secretary
29 September 2025
DIRECTORS’ REPORT (continued)
45
Report and Accounts for the year to 30 June 2025
44 45
UIL Limited Report and Accounts for the year to 30 June 2025
CORPORATE GOVERNANCE STATEMENT
Four non-executive directors (NEDs)
CHAIRMAN:
Stuart Bridges
AUDIT & RISK
COMMITTEE
MANAGEMENT
ENGAGEMENT
COMMITTEE
NOMINATION
COMMITTEE
FUNCTION
REMUNERATION
COMMITTEE
FUNCTION
All the independent
Directors
CHAIRMAN:
Peter Durhager
KEY OBJECTIVE:
• to oversee the
financial reporting
and control
environment; and
• to review and
assess the key risks
in the Company's
operations.
All the independent
Directors
CHAIRMAN:
Stuart Bridges
KEY OBJECTIVES:
• to review the
performance of
the Investment
Managers and the
Administrator; and
• to review the
performance of
other service
providers.
The Board as a
whole performs
this function
KEY OBJECTIVES:
• to regularly review
the Board’s structure
and composition;
and
• to consider any new
appointments.
The Board as a
whole performs
this function
KEY OBJECTIVE:
• to set the
remuneration policy
for the Directors of
the Company.
THE BOARD
KEY OBJECTIVES:
• to set strategy, values and
standards;
• to provide leadership within
a framework of prudent and
effective controls which enable
risks to be assessed and
managed; and
• to constructively challenge
and scrutinise performance
of all outsourced activities.
THE COMPANY‘S CORPORATE GOVERNANCE FRAMEWORK
Corporate Governance is the process by which the board of directors of a company protects shareholders’
interests and by which it seeks to enhance shareholder value. Shareholders hold the directors responsible for the
stewardship of a company’s affairs, delegating authority and responsibility to the directors to manage the company
on their behalf and holding them accountable for its performance. Responsibility for good governance lies with
the Board. The Board considers the practice of good governance to be an integral part of the way it manages
the Company and is committed to maintaining high standards of financial reporting, transparency and business
integrity.
The governance framework of the Company reflects the fact that, as an investment company, it has no full-time
employees and outsources its activities to third party service providers.
46
UIL Limited
CORPORATE GOVERNANCE STATEMENT (continued)
THE AIC CODE OF CORPORATE GOVERNANCE
The Board’s principal governance reporting obligation
is in relation to the UK Corporate Governance Code (the
“UK Code”) issued by the Financial Reporting Council
(“FRC”) in January 2024. However, it is recognised that
investment companies have special circumstances
which have an impact on their governance
arrangements. An investment company typically has
no employees and the roles of portfolio management,
administration, accounting and company secretarial
tend to be outsourced to third parties. The AIC has
therefore drawn up its own set of guidelines known as
the AIC Code of Corporate Governance (the “AIC Code”)
issued in August 2024, which recognises the nature of
investment companies by focusing on matters such as
board independence and the review of management
and other third party contracts. The FRC has endorsed
the AIC Code and confirmed that companies which
report against the AIC Code will be meeting their
obligations in relation to the UK Code and paragraph LR
6.6.6 of the FCA’s Listing Rules. The Board believes that
reporting against the principles and recommendations
of the AIC Code will provide better information to
shareholders.
The UK Code is available from the FRC’s website at
www.frc.org.uk. The AIC Code is available from the
Association of Investment Companies’ website at
www.theaic.co.uk.
COMPLIANCE WITH THE AIC CODE
During the year ended 30 June 2025, the Company
complied with the recommendations of the AIC Code
and the relevant provisions of the UK Code, except
those relating to:
• the role of the chief executive;
• executive directors’ remuneration;
• the need for an internal audit function;
• nomination of a senior independent director; and
• membership of the Audit & Risk Committee by the
Chairman of the Board.
For the reasons set out in the AIC Code and as
explained in the UK Code, the Board considers these
provisions are not relevant to the position of UIL, being
an externally managed investment company. The Board
is composed entirely of non-executive directors and
therefore the Board does not believe it is necessary to
nominate a senior independent director. In addition,
as explained in the Audit & Risk Committee Report, the
Chairman of the Board is also a member of the Audit &
Risk Committee, as permitted by the AIC Code.
Information on how the Company has applied the
principles of the AIC Code and the UK Code is set out
below.
THE BOARD
The Board is responsible to shareholders for the overall
stewardship of the Company. A formal schedule of
matters reserved for the decision of the Board has been
adopted. Investment policy and strategy are determined
by the Board and it is also responsible for the gearing
policy, dividend policy, public documents, such as the
Annual Report and Financial Statements, the buy-back
policy and corporate governance matters. In order to
enable the Directors to discharge their responsibilities
effectively the Board has full and timely access to
relevant information.
The Board meets at least three times a year, with
additional Board and Committee meetings being held
on an ad hoc basis to consider investment performance
and particular issues as they arise. Key representatives
of the Investment Managers attend each meeting and
between these meetings there is regular contact with
the Investment Managers.
The Board has direct access to the advice and services
of the Company Secretary, who is an employee of
ICM. The Company Secretary, with advice from the
Company’s lawyers and financial advisers, is responsible
for ensuring that the Board and Committee procedures
are followed and that applicable rules and regulations
are complied with. The Company Secretary is also
responsible to the Board for ensuring timely delivery
of information and reports and that the statutory
obligations of the Company are met. The Company
Secretary is responsible for advising the Board, through
the Chairman, on all governance matters.
There is an agreed procedure for Directors, in the
furtherance of their duties, to take legal advice at the
Company’s expense, having first consulted with the
Chairman.
During the year, none of the Directors took on any
significant new commitments or appointments. All of
47
Report and Accounts for the year to 30 June 2025
the Directors consider that they have sufficient time to
discharge their duties.
There were four Board meetings, three Audit &
Risk Committee meetings and one Management
Engagement Committee meeting held during the year
and the attendance by the Directors was as follows:
Board
Audit & Risk
Committee
Management
Engagement
Committee
Number of scheduled
meetings held during
the year 4 3 1
Stuart Bridges 4 3 1
Peter Durhager 4 3 1
Alison Hill 4 3 1
David Shillson 4 n/a n/a
Apart from the meetings detailed above, there were a
number of meetings held by committees of the Board
to discuss investment performance, approve the
declaration of quarterly dividends and other ad hoc
items.
AUDIT & RISK COMMITTEE
The Audit & Risk Committee comprises all the
independent Directors of the Company and is chaired
by Mr Durhager. Further details of the Audit & Risk
Committee are provided in its report starting on
page 53.
MANAGEMENT ENGAGEMENT COMMITTEE
The Management Engagement Committee, which is
chaired by Mr Bridges, comprises all the independent
Directors of the Company and meets at least once a
year.
The Investment Managers’ performance is considered
by the Board at every meeting, with a formal evaluation
by the Management Engagement Committee annually.
The Board received detailed reports and views from
the Investment Managers on investment policy, asset
allocation, gearing and risk at each Board meeting in the
year ended 30 June 2025, with ad hoc market/ company
updates if there were significant movements in the
intervening period.
The Management Engagement Committee also
considers the effectiveness of the administration
services provided by the Investment Managers and
Administrator and the performance of other third
party service providers. In this regard the Committee
assessed the services provided by the Investment
Managers, the Administrator and the other service
providers to be good.
REMUNERATION COMMITTEE
The Board as a whole undertakes the work which
would otherwise be undertaken by a Remuneration
Committee. Further details are provided in the
Directors’ Remuneration Report starting on page 50.
INTERNAL CONTROLS
The Directors acknowledge that they are responsible for
ensuring that the Company maintains a sound system
of internal financial and non-financial controls (“internal
controls”) to safeguard shareholders’ investments and
the Company’s assets.
The Company’s system of internal control is designed to
manage rather than eliminate risk of failure to achieve
the Company’s investment objective and/or adhere to
the Company’s investment policy and/or investment
limits. The system can therefore only provide
reasonable and not absolute assurance against material
misstatement or loss.
The Investment Managers, Administrator and Custodian
maintain their own systems of internal controls and the
Board and the Audit & Risk Committee receive regular
reports from these service providers.
The Board meets regularly, at least three times a year.
It reviews financial reports and performance against
relevant stock market criteria and the Company’s peer
group, amongst other things. The effectiveness of
the Company’s system of internal controls, including
financial, operational and compliance and risk
management systems is reviewed at least bi-annually
against risk parameters approved by the Board. The
Board confirms that the necessary actions are taken to
remedy any significant failings or weaknesses identified
from its review. No significant failings or weaknesses
occurred during the year ended 30 June 2025 or
subsequently up to the date of this report.
48
UIL Limited
BOARD DIVERSITY, APPOINTMENT, RE-ELECTION
AND TENURE
The Board as a whole undertakes the responsibilities
which would otherwise be assumed by a nomination
committee since the Board is composed solely of non-
executive Directors. It considers the size and structure
of the Board, including the balance of expertise and
skills brought by individual Directors. It supports the
principles of boardroom diversity, including gender
and ethnicity, progressive refreshing and succession
planning and such matters are discussed by the Board
as a whole at least annually. The Company’s policy is
that the Board should be comprised of directors with
a diverse range of skills, knowledge and experience
and that any new appointments should be made on
the basis of merit, against objective criteria including
diversity. Listing Rule 6.6.6, against which the Company
has agreed to comply voluntarily, requires companies to
report against the following three diversity targets:
(i) At least 40% of individuals on the board are women;
(ii) At least one of the senior board positions (defined
in the Listing Rules as the chair, CEO, SID and CFO) is
held by a woman; and
(iii) At least one individual on the board is from a
minority ethnic background.
As at 30 June 2025, UIL’s Board consists of three men
and one woman and UIL does not comply with targets (i)
and (iii). As provided for in the Listing Rules, investment
companies do not need to report against target (ii) if it
is inapplicable. The Board believes that, since UIL is an
externally managed investment company which does
not have executive management functions, including
the roles of CEO or CFO, this target is not applicable.
The Board has chosen to align its diversity reporting
reference date with the Company’s financial year end. As
required by the Listing Rules, further details in relation
to the three diversity targets are set out in the tables
below. The information was obtained by asking each of
the Directors how they wished to be categorised for the
purposes of these disclosures:
30 June 2025
Number
of Board
members
Percentage
of the
Board
Number of senior
positions on
the Board (CEO,
CFO, SID, Chair)
Men 3 75%
Not applicable*
Women 1 25%
30 June 2025
Number
of Board
members
Percentage
of the
Board
Number of senior
positions on
the Board (CEO,
CFO, SID, Chair)
White British
or other White
(including
minority-white
groups)
4 100% Not applicable*
* This column is inapplicable as the company is externally managed
and does not have executive management functions, specifically it
does not have a CEO , CFO.
As referred to above, Ms Hill intends to step down
from the Board after the forthcoming AGM. In light
of the proposals to privatise the Company after the
redemption of the 2028 ZDP shares, the Company
intends to use the opportunity to minimise costs and
will continue with a Board of three Directors.
The Board is of the view that length of service does
not necessarily compromise the independence or
contribution of directors of an investment company,
where continuity and experience can add significantly
to the strength of the Board. This is supported by the
views on independence expressed in the AIC Code.
No limit on the overall length of service of any of the
Company’s Directors, including the Chairman, has
been imposed. All Directors are subject to annual re-
election.
The Board reviews succession planning at least
annually. Appointments of new Directors will be made
on a formalised basis with the Chairman agreeing, in
conjunction with his colleagues, a job specification
and other relevant selection criteria and the methods
of recruitment (where appropriate using an external
recruitment agency), selection and appointment. The
potential Director would meet with Board members
prior to formal appointment. An induction process
will be undertaken, with new appointees to the
Board being given a full briefing on the workings and
processes of the Company and the management of the
Company by the Chairman, the Investment Managers,
CORPORATE GOVERNANCE STATEMENT (continued)
49
Report and Accounts for the year to 30 June 2025
the Company Secretary and other appropriate
persons. All appointments are subject to subsequent
confirmation by shareholders in general meeting.
BOARD, COMMITTEE AND DIRECTORS’
PERFORMANCE APPRAISAL
The Directors recognise the importance of the AIC
Code’s recommendations in respect of evaluating
the performance of the Board, the Committees
and individual Directors. This encompasses both
quantitative and qualitative measures of performance
including:
• attendance at meetings;
• the independence of individual Directors;
• the ability of Directors to make an effective
contribution to the Board and Committees
through the range and diversity of skills and
experience each Director brings to their role; and
• the Board’s ability to challenge the Investment
Managers’ recommendations, suggest areas
of debate and set the future strategy of the
Company.
The Board opted to conduct performance evaluation
through questionnaires and discussion between
the Directors, the Chairman and the chairmen
of the Committees. This process is conducted by
the Chairman reviewing individually with each of
the Directors their performance, contribution and
commitment to the Company and the possible further
development of skills. In addition, the Chair of the
Audit & Risk Committee reviews the performance of
the Chairman with the other Directors, taking into
account the views of the Investment Managers. The
relevant points arising from these meetings are then
reported to, and discussed by, the Board as a whole.
This process has been carried out in respect of the
year under review and will be conducted on an annual
basis. The result of this year’s performance evaluation
process was that the Board, the Committees of the
Board and the Directors individually were all assessed
to have performed satisfactorily. No follow-up actions
were required.
It is not felt appropriate currently to employ the
services of, or to incur the additional expense of, an
external third party to conduct the evaluation process
as an appropriate process is in place; this will, however,
be kept under review.
RELATIONS WITH SHAREHOLDERS
UIL welcomes the views of shareholders and
places great importance on communication with
shareholders.
The prime medium by which the Company
communicates with shareholders is through the
half yearly and annual financial reports, which aim
to provide shareholders with a full understanding
of the Company’s activities and its results. This
information is supplemented by the calculation and
publication, via a Regulatory Information Service, of
the NAV of the Company’s shares and by monthly
fact sheets produced by the Investment Managers.
Shareholders can visit the Company’s website:
www.uil.limited in order to access copies of half yearly
and annual financial reports, factsheets and regulatory
announcements.
The Investment Managers hold meetings with the
Company’s largest shareholders and report back
to the Board on these meetings. The Chairman and
other Directors are available to discuss any concerns
with shareholders, if required and shareholders may
communicate with the Company at any time by writing
to the Board at the Company’s registered office or
contacting the Company’s broker.
By order of the Board
ICM Limited
Company Secretary
29 September 2025
50 51
UIL Limited Report and Accounts for the year to 30 June 2025
50
UIL Limited
DIRECTORS’ REMUNERATION REPORT
The Board presents the report on Directors’
remuneration for the year ended 30 June 2025. The
report comprises a remuneration policy, which is
subject to a triennial binding shareholder vote, or
sooner if an alteration to the policy is proposed, and a
report on remuneration, which is subject to an annual
advisory vote. An ordinary resolution for the approval
of this report will be put to shareholders at the
Company’s forthcoming AGM.
The Board’s policy on remuneration is set out below.
A key element is that fees payable to Directors should
reflect the time spent by them on the Company’s
affairs and should be sufficient to attract and retain
individuals with suitable knowledge and experience
to promote the long term success of the Company
whilst also reflecting the time commitment and
responsibilities of the role. There were no changes to
the policy during the year.
The Board is composed solely of non-executive
Directors, none of whom has a service contract
with the Company and therefore no remuneration
committee has been appointed. The Board as a whole
undertakes the responsibilities which would otherwise
be assumed by a remuneration committee.
DIRECTORS’ REMUNERATION POLICY
The Board considers the level of the Directors' fees
at least annually. The Board determines the level of
Directors’ fees within the limit currently set by the
Company’s Bye-laws, which limit the aggregate fees
payable to the Directors to a total of £250,000 per
annum.
The Board’s policy is to set Directors’ remuneration at
a level commensurate with the skills and experience
necessary for the effective stewardship of the
Company and the expected contribution of the Board
as a whole in continuing to achieve the investment
objective. Time committed to the Company’s business
and the specific responsibilities of the Chairman,
Directors and the chairman of the Audit & Risk
Committee are taken into account. The policy aims
to be fair and reasonable in relation to comparable
investment companies.
The fees are fixed and are payable in cash, quarterly
in arrears. Directors are entitled to be reimbursed for
any reasonable expenses properly incurred by them
in connection with the performance of their duties
and attendance at Board and general meetings and
Committee meetings. Directors are not eligible for
bonuses, pension benefits, share options, long-term
incentive schemes or other benefits.
Directors are provided with a letter of appointment
when they join the Board. There is no provision for
compensation upon early termination of appointment.
The letters of appointment are available on request at
the Company’s registered office during business hours.
DIRECTORS’ REMUNERATION
The Board reviews the fees payable to the Chairman
and Directors annually. The review in respect of the
year ending 30 June 2025 has resulted in the increases
being applied to the annual fees as detailed in the
table below.
Year ending 30 June
2026
£’000s
2025
*
£’000s
Chairman 55.5 53.6
Chairman of Audit & Risk Committee 53.0 51.2
Directors 41.1 39.6
*
Actual
VOTING AT ANNUAL GENERAL MEETING
A resolution to approve the Remuneration Report was
put to shareholders at the AGM of the Company held
on 14 November 2024. Of the votes cast, 99.94% were
in favour and 0.06% were against; this resolution will
be put to shareholders again this year. The Company
seeks shareholder approval for its remuneration policy
on a triennial basis and a binding resolution was last
put to shareholders at the AGM held on 9 November
2023. Of the votes cast, 99.96% were in favour and
0.04% were against. A resolution to approve the
remuneration policy will be put to shareholders at the
AGM to be held in 2026.
50 51
UIL Limited Report and Accounts for the year to 30 June 2025
DIRECTORS’ ANNUAL REPORT ON REMUNERATION
A single figure for the total remuneration of each
Director is set out in the table below for the year
ended 30 June 2025.
Year ended
30 June
2025
£
2024
£
Peter Burrows
1
– 39,375
Stuart Bridges
2
53,550 50,738
Peter Durhager
3
51,150 12,538
Alison Hill 39,630 38,850
David Shillson 39,630 38,850
Total 183,960 180,351
(1) Mr Burrows retired from the Board on 31 March 2024
(2) Mr Bridges was appointed Chairman on 31 March 2024
(3) Mr Durhager was appointed to the Board on 31 March 2024
ANNUAL PERCENTAGE CHANGE IN DIRECTORS’
REMUNERATION
The following table sets out the annual percentage
change in Directors’ remuneration compared to the
previous year.
Year ended
30 June
2025
%
2024
%
2023
%
2022
%
2021
%
Stuart Bridges 2.0 5.0 4.9 3.4 0.0
Peter Durhager 2.0 n/a n/a n/a n/a
Alison Hill 2.0 5.0 5.1 3.5 0.0
David Shillson 2.0 5.0 5.1 3.5 0.0
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table compares the remuneration
paid to the Directors with aggregate distributions
paid to shareholders relating to the year to 30 June
2025 and the prior year. Although this disclosure is
a statutory requirement, the Directors consider that
comparison of Directors’ remuneration with annual
dividends and share buybacks does not provide a
meaningful measure relative to the Company’s overall
performance as an investment company with an
objective of providing shareholders with long-term
total return.
Year ended
30 June
2025
£’000s
2024
£’000s
CHANGE
£’000s
Aggregate Directors’
emoluments 184 180 4
Aggregate dividends 7,423 6,706 717
Aggregate share buybacks 514 – 514
DIRECTORS’ BENEFICIAL SHARE INTERESTS
(AUDITED)
The Directors’ (and any connected persons) holdings of
ordinary shares are detailed below:
As at 30 June
29 SEPT
2025
30 JUNE
2025
30 JUNE
2024
Stuart Bridges 305,644 294,567 230,782
Peter Durhager 57,724 47,143 –
Alison Hill 194,993 186,795 146,861
David Shillson 218,995 210,797 175,165
52 53
UIL Limited Report and Accounts for the year to 30 June 2025
SHARE PRICE TOTAL RETURN (pence)
from 30 June 2015 to 30 June 2025 (rebased to 100 as at 30 June 2015)
Source: ICM
20252023202220202019 20212018201720162015
UIL ordinary share price total return FTSE All-Share total return Index
50
100
150
200
250
300
2024
350
COMPANY PERFORMANCE
The graph below compares, for the ten years ended 30 June 2025, the ordinary share price total return to the FTSE
All-Share total return Index. The FTSE All-Share total return Index has been chosen since it represents a comparable
broad equity market index and it is used by the Company to compare its performance against over the long term.
On behalf of the Board
Stuart Bridges
Chairman
29 September 2025
DIRECTORS’ REMUNERATION REPORT (continued)
52 53
UIL Limited Report and Accounts for the year to 30 June 2025
As chairman of the Audit &
Risk Committee, I am pleased
to present the Committee’s
report to shareholders for the
year ended 30 June 2025.
ROLE AND RESPONSIBILITIES
UIL has established a
separately chaired Audit
& Risk Committee whose
duties include considering
and recommending to the
Board for approval the
contents of the half yearly and annual financial
statements and providing an opinion as to whether
the annual report and accounts, taken as a whole,
are fair, balanced and understandable and provide
the information necessary for shareholders to assess
the Company’s performance, business model and
strategy. The Committee also reviews the external
auditor’s report on the annual financial statements and
is responsible for reviewing and forming an opinion
on the effectiveness of the external audit process
and audit quality. Other duties include reviewing the
appropriateness of the Company’s accounting policies
and ensuring the adequacy of the internal control
systems and standards.
The Audit & Risk Committee meets at least three times
a year. Two of the planned meetings are held prior
to the Board meetings to review the half yearly and
annual results. Representatives of the Investment
Managers attend all meetings.
COMPOSITION
During the year ended 30 June 2025, the Audit & Risk
Committee consisted of all the independent Directors
of the Company. It is considered that there is a range of
recent and relevant financial experience amongst the
members of the Audit & Risk Committee together with
experience of the investment trust sector. In light of
the Chairman of the Board’s relevant financial services
experience, his continued independence and his
valued contributions in Committee meetings, the Audit
& Risk Committee considers it appropriate that he is a
member.
RESPONSIBILITIES AND REVIEW OF THE EXTERNAL
AUDIT
During the year the principal activities of the Audit &
Risk Committee included:
• considering and recommending to the Board for
approval the contents of the half yearly and annual
financial statements and reviewing the external
auditor’s report;
• management of the relationship with the external
auditor, including its appointment and the
evaluation of scope, execution, cost effectiveness,
independence and objectivity;
• reviewing and approving the external auditor’s
plan for the financial year, with a focus on
the identification of areas of audit risk, and
consideration of the appropriateness of the level
of audit materiality adopted;
• reviewing and recommending to the Board for
approval the audit and non-audit fees payable
to the external auditor and the terms of its
engagement;
• evaluation of reports received from the external
auditor with respect to the annual financial
statements and its review of the half yearly report;
• reviewing the efficacy of the external audit process
and making a recommendation to the Board with
respect to the reappointment of the external
auditor;
• evaluation of the effectiveness of the internal
control and risk management systems including
reports received on the operational controls of the
Company’s service providers and reports from the
Company’s depositary;
• reviewing the appropriateness of the Company’s
accounting policies; and
• monitoring developments in accounting and
reporting requirements that impact on the
Company’s compliance with relevant statutory and
listing requirements.
AUDIT & RISK COMMITTEE REPORT
PETER DURHAGER
Chairman of the Audit
& Risk Committee
AUDIT & RISK COMMITTEE REPORT (continued)
54 55
UIL Limited Report and Accounts for the year to 30 June 2025
SIGNIFICANT AREA HOW ADDRESSED
Value of level 3
investments
Investments that are classified as level 3 are valued using a variety of techniques to
determine a fair value, as set out in note 2(d) to the accounts. All such valuations are
carefully reviewed by the Audit & Risk Committee with the Investment Managers.
The Audit & Risk Committee receives detailed information on all level 3 investments and
it discusses and challenges the valuations with the Investment Managers. It considers
market comparables and discusses any proposed revaluations with the Investment
Managers.
AUDITOR AND AUDIT TENURE
In June 2024 the Audit & Risk Committee decided to
appoint KPMG Audit Limited (“KPMG”) as auditor of
the Company, replacing KPMG LLP which had been
appointed auditor in 2012 following a competitive
tender process. The Audit & Risk Committee decides
when it is appropriate to put the role of auditor out
to tender. The audit partner has rotated regularly. Mr
Bron Turner was appointed the lead audit partner in
2024 and his predecessor, John Waterson of KPMG LLP,
acted as audit partner since 2020. The Audit & Risk
Committee has considered the independence of the
auditor and the objectivity of the audit process and
is satisfied that KPMG has fulfilled its obligations to
shareholders as independent auditor to the Company.
It is the Company’s policy not to seek substantial non-
audit services from its auditor unless they relate to a
review of the half yearly report as the Board considers
the auditor is best placed to undertake this work. If
the provision of significant non-audit services were
to be considered, the Committee would procure such
services from a firm other than the auditor. Non-
audit fees paid to KPMG by the Company amounted
to £4,000 for the year ended 30 June 2025 (2024:
£12,000) and related to certain agreed procedures
on the half yearly accounts. The Committee has
considered the threats to independence from the
provision of this service and concluded that there is no
impact to auditor independence.
The partner and manager of KPMG's audit team
presented their audit plan to the Audit & Risk
Committee in advance of the financial year end. Items
of audit focus were discussed, agreed and given
particular attention during the audit process. KPMG
reported to the Audit & Risk Committee on these
items, their independence and other matters. This
report was considered by the Audit & Risk Committee
and discussed with KPMG and the Investment
Managers prior to approval of the annual financial
report.
Members of the Audit & Risk Committee meet in
camera with the external auditor at least annually.
ACCOUNTING MATTERS AND SIGNIFICANT AREAS
For the year ended 30 June 2025 the accounting
matters that were subject to specific consideration
by the Audit & Risk Committee and consultation with
KPMG where necessary were as follows:
The Audit & Risk Committee reviewed the external
audit plan at an early stage and concluded that the
appropriate areas of audit risk relevant to the Company
had been identified and that suitable audit procedures
had been put in place to obtain reasonable assurance
that the financial statements as a whole would be free
of material misstatements.
As a result, and following a thorough review process,
the Audit & Risk Committee advised the Board that
it is satisfied that, taken as a whole, the annual
financial report for the year ended 30 June 2025 is
fair, balanced, and understandable and provides the
information necessary for shareholders to assess the
Company’s performance, business model and strategy.
In reaching this conclusion, the Audit & Risk Committee
has assumed that the reader of the report would have
a reasonable level of knowledge of investments.
54 55
UIL Limited Report and Accounts for the year to 30 June 2025
EXTERNAL AUDIT, REVIEW OF ITS EFFECTIVENESS AND
AUDITOR REAPPOINTMENT
The Audit & Risk Committee advises the Board on the
appointment of the external auditor, its remuneration
for audit and non-audit work and its cost effectiveness,
independence, and objectivity.
As part of the review of the effectiveness of the audit
process, a formal evaluation process incorporating
views from the members of the Audit & Risk
Committee and relevant personnel at the Investment
Managers is followed and feedback is provided to
KPMG. Areas covered by this review include:
• the calibre of the audit firm, including reputation
and industry presence;
• the extent of quality controls including review
processes, second director oversight and annual
reports from its regulator;
• the performance of the audit team, including
skills of individuals, specialist knowledge, partner
involvement, team member continuity and quality
and timeliness of audit planning and execution;
• audit communication including planning, relevant
accounting and regulatory developments,
approach to significant accounting risks,
communication of audit results and
recommendations on corporate reporting;
• ethical standards including independence and
integrity of the audit team, lines of communication
to the Audit & Risk Committee and partner
rotation; and
• reasonableness of the audit fees.
For the year ended 30 June 2025, the Audit & Risk
Committee is satisfied that the audit process was
effective.
Resolutions proposing the re-appointment of KPMG as
the Company’s auditor and authorising the Directors
to determine its remuneration will be put to the
shareholders at the forthcoming AGM.
INTERNAL CONTROLS AND RISK MANAGEMENT
UIL’s risk assessment focus and the way in which
significant risks are managed is a key area of focus
for the Audit & Risk Committee. Work here was
driven by the Audit & Risk Committee’s assessment
of the risks arising in the Company’s operations and
identification of the controls exercised by the Board
and its delegates, the Investment Managers, the
Administrator and other service providers. These
are recorded in risk matrices prepared by ICMIM
as the Company’s AIFM with responsibility for risk
management, which continue to serve as an effective
tool to highlight and monitor the principal risks, details
of which are provided in the Strategic Report. It also
received and considered, together with representatives
of the Investment Managers, reports in relation to
the operational controls of the Investment Managers,
Administrator and Custodian. These reviews identified
no issues of significance.
WHISTLEBLOWING POLICY
The Committee has also reviewed and accepted the
‘whistleblowing’ policy that has been put in place by
the Investment Managers under which their staff,
in confidence, can raise concerns about possible
improprieties in matters of financial reporting or other
matters, in so far as they affect the Company.
INTERNAL AUDIT
Due to the nature of the Company, being an externally
managed investment company with no executive
employees, the Company does not have its own
internal audit function. The Committee and the Board
have concluded that there is no current need for such
a function, based on the satisfactory operation of
controls within the Company’s service providers.
Peter Durhager
Chairman of the Audit & Risk Committee
29 September 2025
56
UIL Limited
The Directors are responsible for preparing the Annual
Report and the Group and parent Company Accounts in
accordance with applicable law and regulations.
The Directors are required to prepare Group and parent
Company financial statements for each financial year. They
have elected to prepare the Group financial statements in
accordance with IFRS Accounting Standards and applicable
law and have elected to prepare the parent Company financial
statements on the same basis.
The Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and parent Company and
of their profit or loss for that period. In preparing each of
the Group and parent Company financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable,
relevant and reliable;
• state whether they have been prepared in accordance
with applicable accounting standards;
• assess the Group and parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
• use the going concern basis of accounting unless they
either intend to liquidate the Group or the parent
Company or to cease operations or have no realistic
alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
parent Company and enable them to ensure that its financial
statements comply with the Companies Act 1981 of Bermuda.
They are responsible for such internal controls as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to
safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
The Directors have decided to prepare voluntarily a
Directors’ Remuneration Report in accordance with Schedule
8 to The Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 made under the
UK Companies Act 2006, as if those requirements applied
to the Company. The Directors have also decided to prepare
voluntarily a Corporate Governance Statement under the UK
Corporate Governance Code as if the Company were required
to comply with the Listing Rules of the Financial Conduct
Authority applicable to UK companies admitted to listing in
the closed-ended investment funds category of the Official
List.
In accordance with Disclosure Guidance and Transparency
Rule 4.1.15R, the financial statements will form part of the
annual financial report prepared using the single electronic
reporting format under the TD ESEF Regulation. The auditor’s
report on these financial statements provides no assurance
over the ESEF format.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK and Bermuda
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN
RESPECT OF THE ANNUAL FINANCIAL REPORT
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
• the Strategic Report and Directors’ Report include a
fair review of the development and performance of
the business and the position of the Company, and the
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks
and uncertainties that they face.
We consider the annual report and accounts, taken as a
whole, is fair, balanced, and understandable and provides the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Approved by the Board and signed on its behalf by:
Stuart Bridges
Chairman
29 September 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
in respect of the Annual Report and Financial Statements
57
KPMG Audit Limited
Crown House
4 Par
-la-Ville Road
Hamilton
HM 08
Bermuda
Telephone
Fax
Internet
+1 441 295 5063
+1 441 295 9132
www.kpmg.bm
© 2025 KPMG Audit Limited, a Bermuda limited liability company and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a
private English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the Shareholders and Board of Directors of UIL Limited
Opinion
We have audited the financial statements of UIL Limited (“the Company”), and of the Group, of which the Company is the
parent, which comprise of the statement of financial position as at 30 June 2025, the income statement, statements of
changes in equity and cash flows of the Company and the Group for the year then ended, and notes, comprising material
accounting policies and other explanatory information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the
Company and the Group as at 30 June 2025, and their financial performance and their cash flows for the year then
ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS
Accounting Standards).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company and the Group in accordance with International Ethics Standards Board for
Accountants International Code of Ethics for Professional Accountants (including international independence Standards)
(IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bermuda,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. The key audit matter was addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.
Valuation of unlisted investments (Level 3)
As presented in the Material Accounting Policies in Note 1, and in Notes 11 and 30 (d) to the financial statements, the
unlisted investments totaling £200.741m representing 79.6% and 80.9% of the investments of the Company and the
Group, respectively, are subject to estimation uncertainty. The valuations of these investments are complex and require
the application of judgment by the Investment Managers.
Unlisted investments are measured at fair value, which is determined by reference to the International Private Equity and
Venture Capital Valuation (IPEV) Guidelines and IFRS 13 by using measurements of value such as prices of recent
orderly transactions, milestone analysis, revenue multiples and valuing interests by reference to their reported Net Asset
Value (NAV).
The valuation of the unlisted investments is the key driver of the Company and the Group’s net asset value and total
return to shareholders for the Company and the Group.
58
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private English company limited by guarantee. All rights reserved.
kpmg
The risk
The significance of the unlisted investments to the financial statements for the Company and the Group, combined with
the judgment required in estimating their fair values, means this was an area of focus during our audit.
In responding to the key audit matter, we performed the following audit procedures for all the unquoted investments:
• Obtained an understanding of the unlisted investment valuation process and assessed the design and
implementation of valuation related processes and controls.
• Assessed the appropriateness of the fair value disclosures for compliance with the relevant accounting standard.
• Obtained independent confirmations of the existence and accuracy of the unquoted investments from the third
parties.
For a sample of unlisted investments measured using the net asset value - we also:
• Agreed the net asset value to management accounts. A retrospective review of prior period audited accounts, in
comparison to prior period management accounts, was undertaken to assess the reliability and accuracy of
information provided.
• Compared the net asset value to the audited financial statements.
• Assessed whether the net asset value was appropriately determined using the fair value principles under the
relevant accounting standard by reference to the audited financial statements.
• Considered the appropriateness of the valuation methodologies applied to the unquoted fund investments.
For a sample of directly and indirectly held unlisted investments fair valued using either multiples, discounted cash flows
(DCF) or price of recent round, including those where NAV was not audited, we performed the following audit
procedures:
• Engaged KPMG valuation specialists to corroborate and challenge key assumptions and judgments within the
Company’s valuation models, including the composition and completeness of the basket of comparable listed
entities, multiples, and discount rate. For unlisted investments valued using discounted cash flow (DCF), KPMG
specialists developed an independent expectation to assess the reasonableness of management’s fair value.
• Where a recent transaction has been used to value a holding, we obtained an understanding of the transaction and
whether it was considered to be a relevant input into the valuation.
• Conducted procedures to confirm the appropriateness of the qualifications, independence and expertise of the
valuation specialists engaged by the Investment Manager.
• Tested the mathematical accuracy of the valuation models.
• Challenged the assumptions around maintainability of earnings and reasonability of cashflow projections.
• Agreed data inputs used in the valuation models to portfolio company financial statements, management accounts
and supporting information received from the Investment Manager.
Other information
Management is responsible for the other information. The other information comprises the Strategic report and
Governance sections, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
59
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private English company limited by guarantee. All rights reserved.
kpmg
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS
Accounting Standards, and for such internal control as management determines is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the ability of the Company and the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company and Group or to cease operations, or
has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
▪ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
▪ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
internal controls for the Company and the Group.
▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
▪ Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the ability of the Company and the Group to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor's report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Company and/or Group to cease to continue as a going concern.
▪ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
▪ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
60 61
UIL Limited Report and Accounts for the year to 30 June 2025
60
© 2025 KPMG Audit Limited, a Bermuda limited liability company and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a
private English company limited by guarantee. All rights reserved.
kpmg
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
The purpose of our audit work and to whom we owe our responsibilities
The report is made solely to the Shareholders and Board of Directors for the Company and the Group. Our audit work
has been undertaken so that we might state to the Shareholders and Board of Directors for the Company and the Group
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Shareholders and Board of
Directors, as a body, for our audit work, for this report, or for the opinion we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Bron Turner.
Chartered Professional Accountants
Hamilton, Bermuda
29 September 2025
60 61
UIL Limited Report and Accounts for the year to 30 June 2025
for the year to 30 June | 2025 | 2024 | ||||
| Notes | Revenue | Capital | Total | Revenue | Capital | Total |
| return | return | return | return | return | return | |
| £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | |
11 Gains/(losses) on investments | ( | ( | ||||
14 Gains/(losses) on derivative financial | ||||||
instruments | ( | ( | ||||
Foreign exchange gains/(losses) | ( | ( | ||||
3 Investment and other income | ||||||
Total income/(loss) | ( | ( | ||||
4 Income not receivable | ( | ( | ||||
5 Management and administration fees | ( | ( | ( | ( | ||
6 Other expenses | ( | ( | ( | ( | ( | ( |
Profit/(loss) before finance costs | ( | ( | ||||
7 Finance costs | ( | ( | ( | ( | ( | ( |
Profit/(loss) for the year | ( | ( | ||||
9 Earnings per ordinary share – pence | ( | ( |
The Group does not have any income or expense that is not included in the profit/(loss) for the year and therefore the profit/(loss) for the year is also
the total comprehensive income for the year, as defined in International Accounting Standard 1 (revised).
All items in the above statement derive from continuing operations.
All income is attributable to the equity holders of the Company. There are no minority interests.
The notes on pages 67 to 95 form part of these financial statements.
GROUP INCOME STATEMENT
62 63
UIL Limited Report and Accounts for the year to 30 June 2025
Notes
for the year to 30 June 2025 2024
Revenue
return
£’000s
Capital
return
£’000s
Total
return
£’000s
Revenue
return
£’000s
Capital
return
£’000s
Total
return
£’000s
11
Gains/(losses) on investments – 14,214 14,214 – (28,131) (28,131)
14
Gains/(losses) on derivative financial
instruments – 178 178 – (35) (35)
Foreign exchange gains/(losses) – 407 407 – (73) (73)
3
Investment and other income 13,643 – 13,643 12,227 – 12,227
Total income/(loss) 13,643 14,799 28,442 12,227 (28,239) (16,012)
4
Income not receivable (246) – (246) – – –
5
Management and administration fees (507) – (507) (565) – (565)
6
Other expenses (866) (2) (868) (906) (2) (908)
Profit/(loss) before finance costs 12,024 14,797 26,821 10,756 (28,241) (17,485)
7
Finance costs (1,241) (4,337) (5,578) (2,242) (5,393) (7,635)
Profit/(loss) for the year 10,783 10,460 21,243 8,514 (33,634) (25,120)
9
Earnings per ordinary share – pence 11.91 11.56 23.47 10.15 (40.11) (29.96)
The Company does not have any income or expense that is not included in the profit/(loss) for the year and therefore the profit/(loss) for the year is
also the total comprehensive income for the year, as defined in International Accounting Standard 1 (revised).
All items in the above statement derive from continuing operations.
All income is attributable to the equity holders of the Company.
The notes on pages 67 to 95 form part of these financial statements.
COMPANY INCOME STATEMENT
62 63
UIL Limited Report and Accounts for the year to 30 June 2025
| for the year to 30 June 2025 | ||||||
| Notes | Ordinary | Share | ||||
| share | premium | Special | Capital | Revenue | ||
| capital | account | reserve | reserves | reserve | Total | |
| £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | |
Balance as at 30 June 2024 | ( | |||||
Profit for the year | ||||||
10 Ordinary dividends paid | ( | ( | ||||
19,20 Shares issued by the Company | ||||||
19,20 Shares purchased by the Company and cancelled | ( | ( | ( | |||
Balance as at 30 June 2025 | ( | |||||
| for the year to 30 June 2024 | ||||||
| Notes | Ordinary | Share | ||||
| share | premium | Special | Capital | Revenue | ||
| capital | account | reserve | reserves | reserve | Total | |
| £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | |
Balance as at 30 June 2023 | ( | |||||
(Loss)/profit for the year | ( | ( | ||||
10 Ordinary dividends paid | ( | ( | ||||
Balance as at 30 June 2024 | ( |
The notes on pages 67 to 95 form part of these financial statements.
GROUP STATEMENT OF CHANGES IN EQUITY
64 65
UIL Limited Report and Accounts for the year to 30 June 2025
for the year to 30 June 2025
Notes
Ordinary
share
capital
£’000s
Share
premium
account
£’000s
Special
reserve
£’000s
Capital
reserves
£’000s
Revenue
reserve
£’000s
Total
£’000s
Balance as at 30 June 2024 8,384 37,874 233,866 (158,415) 15,218 136,927
Profit for the year – – – 10,460 10,783 21,243
10
Ordinary dividends paid – – – – (7,077) (7,077)
19,20
Shares issued by the
Company
950 14,853 – – – 15,803
19,20
Shares purchased by the
Company and cancelled (45) (469) – – – (514)
Balance as at 30 June 2025 9,289 52,258 233,866 (147,955) 18,924 166,382
for the year to 30 June 2024
Notes
Ordinary
share
capital
£’000s
Share
premium
account
£’000s
Special
reserve
£’000s
Capital
reserves
£’000s
Revenue
reserve
£’000s
Total
£’000s
Balance as at 30 June 2023 8,384 37,874 233,866 (124,781) 11,735 167,078
(Loss)/profit for the year – – – (33,634) 8,514 (25,120)
10
Ordinary dividends paid – – – – (5,031) (5,031)
Balance as at 30 June 2024 8,384 37,874 233,866 (158,415) 15,218 136,927
The notes on pages 67 to 95 form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
64 65
UIL Limited Report and Accounts for the year to 30 June 2025
Group | Company | |||
Notes as at 30 June | 2025 | 2024 | 2025 | 2024 |
| £’000s | £’000s | £’000s | £’000s | |
| Non-current assets | ||||
11 Investments | 252,199 | 242,033 | ||
| Current assets | ||||
13 Other receivables | 34 | 296 | ||
Cash and cash equivalents | 953 | 1,485 | ||
987 | 1,781 | |||
| Current liabilities | ||||
15 Loans | ( | ( | (19,525) | (2,850) |
16 Other payables | ( | ( | (832) | (41,200) |
17 Zero dividend preference shares | ( | – | – | |
( | ( | (20,357) | (44,050) | |
Net current liabilities | ( | ( | (19,370) | (42,269) |
Total assets less current liabilities | 232,829 | 199,764 | ||
| Non-current liabilities | ||||
18 Other payables | (66,447) | (62,837) | ||
17 Zero dividend preference shares | ( | ( | – | – |
Net assets | 166,382 | 136,927 | ||
| Equity attributable to equity holders | ||||
19 Ordinary share capital | 9,289 | 8,384 | ||
20 Share premium account | 52,258 | 37,874 | ||
21 Special reserve | 233,866 | 233,866 | ||
22 Capital reserves | ( | ( | (147,955) | (158,415) |
23 Revenue reserve | 18,924 | 15,218 | ||
Total attributable to equity holders | 166,382 | 136,927 | ||
24 Net asset value per ordinary share – pence | 179.12 | 163.31 |
The notes on pages 67 to 95 form part of these financial statements.
UIL Limited
Registered in Bermuda, No 39480
STATEMENTS OF FINANCIAL POSITION
66 67
UIL Limited Report and Accounts for the year to 30 June 2025
Group | Company | |||
for the year to 30 June | 2025 | 2024 | 2025 | 2024 |
| £’000s | £’000s | £’000s | £’000s | |
Profit/(loss) before taxation | ( | 21,243 | (25,120) | |
Deduct investment income - dividends | ( | ( | (13,588) | (11,869) |
Deduct investment income - interest | ( | ( | (40) | (348) |
Deduct bank interest | ( | ( | (15) | (10) |
Add back bank interest charged | 1,241 | 2,242 | ||
Add back (gains)/losses on investments | ( | (14,214) | 28,131 | |
Add back (gains)/losses on derivative financial instruments | ( | (178) | 35 | |
Add back foreign exchange (gains)/losses | ( | (407) | 73 | |
Add back income not receivable | 246 | – | ||
Increase in other debtors | ( | ( | (5) | (2) |
Decrease in creditors | ( | ( | (66) | (6) |
Add back ZDP shares finance costs | – | – | ||
Add back intra-group loan account finance costs | 4,337 | 5,393 | ||
Net cash outflow from operating activities before dividends and interest | ( | ( | (1,446) | (1,481) |
| Dividends received | 13,588 | 11,869 | ||
Investment income - interest received | 61 | 117 | ||
Bank interest received | 15 | 10 | ||
Interest paid | ( | ( | (524) | (2,836) |
Cash flows from operating activities | 11,694 | 7,679 | ||
| Investing activities: | ||||
Purchases of investments | ( | ( | (12,758) | (10,130) |
Sales of investments | 24,786 | 48,071 | ||
Net settlement of derivatives | 178 | 75 | ||
Cash flows from investing activities | 12,206 | 38,016 | ||
| Financing activities (see note 25): | ||||
Equity dividends paid | ( | ( | (5,707) | (5,031) |
Drawdowns of loans | 37,594 | 9,814 | ||
Repayment of loans | ( | ( | (14,265) | (46,336) |
Cash flows from redemption of ZDP shares | ( | – | – | |
Cash flows from repayment of intra-group loan account | (41,505) | – | ||
Cost of issue of shares | ( | (26) | – | |
Cash paid for ordinary shares purchased for cancellation | ( | (514) | – | |
Cash flows from financing activities | ( | ( | (24,423) | (41,553) |
Net (decrease)/increase in cash and cash equivalents | ( | (523) | 4,142 | |
Cash and cash equivalents at the beginning of the year | ( | 1,485 | (2,638) | |
Effect of movement in foreign exchange | ( | ( | (9) | (19) |
Cash and cash equivalents at the end of the year | 953 | 1,485 |
The notes on pages 67 to 95 form part of these financial statements.
STATEMENTS OF CASH FLOWS
66 67
UIL Limited Report and Accounts for the year to 30 June 2025
NOTES TO THE ACCOUNTS
1. GENERAL INFORMATION
The Company, UIL Limited , is an investment company incorporated in Bermuda , with its ordinary shares traded on the Specialist
Fund Segment of the Main Market of the London Stock Exchange and listed on the Bermuda Stock Exchange. The Company
commenced trading on 20 June 2007.
The Group Accounts comprise the results of the Company and UIL Finance Limited (“UIL Finance”).
2. MATERIAL ACCOUNTING POLICIES
68 69
UIL Limited Report and Accounts for the year to 30 June 2025
NOTES TO THE ACCOUNTS (continued)
68 69
UIL Limited Report and Accounts for the year to 30 June 2025
70 71
UIL Limited Report and Accounts for the year to 30 June 2025
2025 | 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Group and Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
| Investment income: | ||||||
Dividends * | 13,588 | – | 13,588 | 11,869 | – | 11,869 |
Interest | 40 | – | 40 | 348 | – | 348 |
13,628 | – | 13,628 | 12,217 | – | 12,217 | |
| Other income: | ||||||
Interest on cash and short-term deposits | 15 | – | 15 | 10 | – | 10 |
Total income | 13,643 | – | 13,643 | 12,227 | – | 12,227 |
4. INCOME NOT RECEIVABLE
2025 | 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Group and Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Interest receivable cancelled | 246 | – | 246 | – | – | – |
Previously recognised interest receivable from Carebook Technologies Inc ("Carebook") was cancelled on the take over of Carebook by UIL, see
note 12.
2025 | 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Group and Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
| Payable to: | ||||||
ICM/ICMIM – management fee and secretarial fees | 369 | – | 369 | 401 | – | 401 |
Administration fees | 138 | – | 138 | 164 | – | 164 |
507 | – | 507 | 565 | – | 565 |
NOTES TO THE ACCOUNTS (continued)
70 71
UIL Limited Report and Accounts for the year to 30 June 2025
2025 | 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Group and Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Auditor’s remuneration (see note 6A) | 176 | – | 176 | 225 | – | 225 |
Broker and consultancy fees | 42 | – | 42 | 43 | – | 43 |
Custody fees | 6 | – | 6 | 15 | – | 15 |
| Directors’ fees for services to the Company | ||||||
| (see Directors’ Remuneration Report on pages | ||||||
50 to 52) | 184 | – | 184 | 180 | – | 180 |
Travel expenses | 62 | – | 62 | 49 | – | 49 |
Professional and legal fees | 135 | – | 135 | 133 | – | 133 |
Sundry expenses | 261 | 2 | 263 | 261 | 2 | 263 |
866 | 2 | 868 | 906 | 2 | 908 |
72 73
UIL Limited Report and Accounts for the year to 30 June 2025
| Group Auditor – KPMG Audit Limited | 2025 | 2024 |
| Group and Company Annual Audit Fees | £’000s | £’000s |
Audit of the Group and Company’s annual financial statements | 172 | 180 |
Additional audit costs for the prior year | – | 33 |
Other non-audit services – agreed procedures on interim financial statements | 4 | 12 |
Total auditor’s remuneration for the year | 176 | 225 |
2025 | 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Group | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Loans and bank overdrafts | 1,241 | – | 1,241 | 2,242 | – | 2,242 |
ZDP shares (see note 17) | – | 4,086 | 4,086 | – | 5,207 | 5,207 |
1,241 | 4,086 | 5,327 | 2,242 | 5,207 | 7,449 |
2025 | 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Loans and bank overdrafts | 1,241 | – | 1,241 | 2,242 | – | 2,242 |
Intra-group loan account | – | 4,337 | 4,337 | – | 5,393 | 5,393 |
1,241 | 4,337 | 5,578 | 2,242 | 5,393 | 7,635 |
8. TAXATION
Profits of the Company and UIL Finance for the year and for the year end 30 June 2024 are not subject to any taxation within their
countries of residence. The Company is not in scope for Bermuda Income Tax Act 2023.
The Company is subject to tax in Australia on taxable Australian property.
As at 30 June 2025, the Company had total Australian unutilised tax losses of £4,332,000 (2024: £5,069,000). Only future taxable
capital gains on Australian property can be utilised against these available capital losses. A deferred tax asset has not been
recognised in respect of these Australian tax losses because the Company is not expected to generate any taxable future gains
on Australian property and, accordingly, it is unlikely that the Company will be able to reduce future Australian tax liabilities
through the use of the existing loss.
NOTES TO THE ACCOUNTS (continued)
72 73
UIL Limited Report and Accounts for the year to 30 June 2025
9. EARNINGS PER ORDINARY SHARE
The calculation of earnings per ordinary share from continuing operations is based on the following data:
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £’000s | £’000s | £’000s | £’000s | |
Revenue | 10,783 | 8,514 | 10,783 | 8,514 |
Capital | 10,117 | (33,529) | 10,460 | (33,634) |
Total profit/(loss) for the year | 20,900 | (25,015) | 21,243 | (25,120) |
Number | Number | Number | Number | |
| Weighted average number of shares in issue during the year for earnings | ||||
per share calculations | 90,525,654 | 83,842,918 | 90,525,654 | 83,842,918 |
Pence | Pence | Pence | Pence | |
Revenue return per share | 11.91 | 10.15 | 11.91 | 10.15 |
Capital return per share | 11.18 | (39.99) | 11.56 | (40.11) |
Total profit/(loss) per share | 23.09 | (29.84) | 23.47 | (29.96) |
10. DIVIDENDS
| Record | Payment | 2025 | 2024 | ||
| Group and Company | date | date | £’000s | £’000s | |
2023 | Fourth quarterly of 2.00p | 29-Sep-23 | 13-Oct-23 | – | 1,677 |
2024 | First quarterly of 2.00p | 01-Dec-23 | 21-Dec-23 | – | 1,677 |
2024 | Second quarterly of 2.00p | 10-May-24 | 23-May-24 | – | 1,677 |
2024 | Third quarterly of 2.00p | 05-Jul-24 | 31-Jul-24 | 1,677 | – |
2024 | Fourth quarterly of 2.00p | 27-Sep-24 | 08-Nov-24 | 1,675 | – |
2025 | First quarterly of 2.00p | 03-Jan-25 | 17-Jan-25 | 1,864 | – |
2025 | Second quarterly of 2.00p | 28-Mar-25 | 25-Apr-25 | 1,861 | – |
7,077 | 5,031 |
The Directors declared a third quarterly dividend in respect of the year ended 30 June 2025 of 2.00p per share, paid on 29 August 2025
to all ordinary shareholders on the register at close of business on 8 August 2025. The total cost of the dividend, which has not been
accrued in the results for the year to 30 June 2025, is £1,850,000 based on 92,489,547 ordinary shares in issue. The Directors declared
a fourth quarterly dividend in respect of the year ended 30 June 2025 of 2.0 0 p per share payable on 24 October 2025 to all ordinary
shareholders on the register at close of business on 3 October 2025. The total cost of the dividend, which has not been accrued in the
results for the year to 30 June 2025, is £1,848,000 based on 92,378,602 ordinary shares in issue as at 26 September 2025, being the latest
practicable date prior to finalising this report.
74 75
UIL Limited Report and Accounts for the year to 30 June 2025
2025 | 2024 | |||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Group | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
| Investments brought forward | ||||||||
Cost | 61,011 | 104,598 | 146,284 | 311,893 | 76,016 | 110,503 | 168,186 | 354,705 |
(Losses)/gains | (21,604) | (51,464) | (3) | (73,071) | (12,901) | (37,923) | 4,466 | (46,358) |
Valuation | 39,407 | 53,134 | 146,281 | 238,822 | 63,115 | 72,580 | 172,652 | 308,347 |
| Movements in the year: | ||||||||
Transfer between levels 1 | 2,525 | (45,864) | 43,339 | – | – | – | – | – |
Purchases at cost | 484 | 436 | 55,452 | 56,372 | 524 | – | 10,597 | 11,121 |
Sale proceeds | (2,082) | – | (58,531) | (60,613) | (20,473) | (4,722) | (27,239) | (52,434) |
Gains/(losses) on investments | 3,276 | (3,856) | 14,200 | 13,620 | (3,759) | (14,724) | (9,729) | (28,212) |
Valuation at 30 June | 43,610 | 3,850 | 200,741 | 248,201 | 39,407 | 53,134 | 146,281 | 238,822 |
| Analysed at 30 June | ||||||||
Cost | 62,226 | 24,115 | 199,643 | 285,984 | 61,011 | 104,598 | 146,284 | 311,893 |
(Losses)/gains | (18,616) | (20,265) | 1,098 | (37,783) | (21,604) | (51,464) | (3) | (73,071) |
Valuation | 43,610 | 3,850 | 200,741 | 248,201 | 39,407 | 53,134 | 146,281 | 238,822 |
2025 | 2024 | |||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Company | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
| Investments brought forward | ||||||||
Cost | 61,595 | 106,951 | 146,284 | 314,830 | 76,016 | 113,440 | 168,186 | 357,642 |
(Losses)/gains | (21,633) | (51,161) | (3) | (72,797) | (12,901) | (37,730) | 4,466 | (46,165) |
39,962 | 55,790 | 146,281 | 242,033 | 63,115 | 75,710 | 172,652 | 311,477 | |
| Movements in the year: | ||||||||
Transfer between levels 2 | 2,525 | (45,864) | 43,339 | – | 543 | (543) | – | – |
Purchases at cost | 677 | 436 | 55,452 | 56,565 | 524 | – | 10,597 | 11,121 |
Sale proceeds | (2,082) | – | (58,531) | (60,613) | (20,473) | (4,722) | (27,239) | (52,434) |
Gains/(losses) on investments | 3,431 | (3,417) | 14,200 | 14,214 | (3,747) | (14,655) | (9,729) | (28,131) |
Valuation at 30 June | 44,513 | 6,945 | 200,741 | 252,199 | 39,962 | 55,790 | 146,281 | 242,033 |
| Analysed at 30 June | ||||||||
Cost | 63,003 | 26,468 | 199,643 | 289,114 | 61,595 | 106,951 | 146,284 | 314,830 |
(Losses)/gains | (18,490) | (19,523) | 1,098 | (36,915) | (21,633) | (51,161) | (3) | (72,797) |
Valuation | 44,513 | 6,945 | 200,741 | 252,199 | 39,962 | 55,790 | 146,281 | 242,033 |
NOTES TO THE ACCOUNTS (continued)
74 75
UIL Limited Report and Accounts for the year to 30 June 2025
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| Gains/(losses) on investments held at fair value | £’000s | £’000s | £’000s | £’000s |
Losses on investments sold | (21,668) | (1,499) | (21,668) | (1,499) |
Gains/(losses) on investments held | 35,288 | (26,713) | 35,882 | (26,632) |
Total gains/(losses) on investments | 13,620 | (28,212) | 14,214 | (28,131) |
| Carrying value at the | |||
| end of the previous | |||
| Proceeds | Cost | accounting period | |
| 2025 | £’000s | £’000s | £’000s |
| Allectus Capital Limited (see transactions with Zeta | |||
Resources on page 79) | 13,834 | 21,018 | 12,157 |
| Carrying value at the | |||
| end of the previous | |||
| Proceeds | Cost | accounting period | |
| 2024 | £’000s | £’000s | £’000s |
Permanent Investments Limited | 4,701 | – | – + |
Somers Limited ("Somers") – partial sale | 4,310 | 2,633 | 3,133 |
| Country of | 2025 | 2024 | |||
| registration | Number of | Holding and | Number of | Holding and | |
| and | ordinary | voting rights | ordinary | voting rights | |
| incorporation | shares held | % | shares held | % | |
Allectus Capital Limited (“Allectus Capital”) | Bermuda | – | – | 100 | 50 |
| Allectus Quantum Holdings Limited | |||||
(“Allectus Quantum”) | United Kingdom | 503 | 50 | 503 | 50 |
76 77
UIL Limited Report and Accounts for the year to 30 June 2025
Allectus Capital | Pursuant to a loan agreement dated 1 September 2016, under which UIL agreed to loan monies to Allectus |
| Capital, the balance of the loan as at 30 June 2024 was £2.5m (USD 3.2m), UIL advanced to Allectus | |
| Capital a loan of £0.7m (USD 0.9m) and Allectus Capital repaid £1.0m (USD 1.2m) in the year. UIL sold | |
| the shareholding and the loan balance advanced to Allectus Capital to GPLPF via the sale and purchase | |
| agreement between UIL and GPLPF (see transactions with Zeta Resources on page 79). | |
Allectus Quantum | UIL paid fees of £5k incurred by Allectus Quantum. |
Nature and purpose | Interest held | |
Allectus Capital | Investment company investing in listed and unlisted Technology | – |
| focused investments | ||
Allectus Quantum | Investment company investing in listed and unlisted quantum | Ordinary shares |
| computing focused investments |
30 June | 2025 | 2024 | ||||
| Carrying amount | Carrying amount | |||||
| included in non- | included in non- | |||||
| Number of | Total net | pledged financial | Number | Total net | pledged financial | |
| investee | assets | assets at fair value | of investee | assets | assets at fair value | |
| companies | £'000s | £'000s | companies | £'000s | £'000s | |
| Investments in Allectus | ||||||
| Quantum (2024: Allectus | ||||||
| Capital and Allectus Quantum) | ||||||
Equity (2024: Equity/loans) | 1 | 21,995 | 21,995 | 27 | 26,838 | 26,838 |
NOTES TO THE ACCOUNTS (continued)
76 77
UIL Limited Report and Accounts for the year to 30 June 2025
| Country of | Number of | 2025 | 2024 | |
| registration and | ordinary shares | % of ordinary | % of ordinary | |
| incorporation | held | shares held | shares held | |
DTI Group Ltd (“DTI”) | Australia | 233,211,353 | 26.1 | 23.0 |
Gumtree Australia Markets Limited | Australia | 75,605,734 | 23.4 | 23.6 |
Novareum Blockchain Asset Fund Ltd ("Novareum") | Cayman Islands | 16,942 1 | 22.9 | 20.3 |
Orbital Corporation Limited (“Orbital”) | Australia | 50,844,166 | 29.7 2 | 28.9 |
Resimac Group Limited (“Resimac”) | Australia | 124,935,431 3 | 31.6 | 31.1 |
Serkel Solutions Pty Ltd (“Serkel”) | Australia | 10,510 | 33.3 | 33.3 |
SmileStyler Solutions Pty Ltd (“SmileStyler”) | Australia | 1,151,434 | 24.0 | 24.0 |
Somers | Bermuda | 9,286,108 | 40.6 | 40.4 |
SportEngaged Ltd | United Kingdom | 25 | 20.0 | 20.0 |
| Transactions in the year to 30 June 2025 with associated undertakings: | |||
DTI | In the year UIL took up the rights issue of DTI Group, purchasing 103,193,989 shares at a cost of | ||
£0.3m and oversubscribed for additional shares taking up | 26,823,375 | DTI Group shares at a cost of | |
| £0.1m. | |||
| Gumtree Australia Markets | There were no transactions during the year. | ||
| Limited | |||
Novareum | There were no transactions during the year. | ||
Orbital | In the year UIL took up the rights issue of Orbital, purchasing 5,274,900 shares at a cost of £0.3m | ||
| and underwrote the rights issue taking up 3,370,061 Orbital shares at a cost of £0.2m. | |||
Resimac | See note 15 relating to loans UIL received from Resimac in the year. | ||
| UIL received in the year £1.2m in dividends from Resimac. On 23 June 2025 Resimac also paid a | |||
| capital distribution to its shareholders of AUD 0.12 per share, UIL received £2.1m. | |||
Serkel | There were no transactions during the year. | ||
SmileStyler | There were no transactions during the year. | ||
Somers | See note 15 relating to loans UIL received from Somers. | ||
| On 26 November 2024 Somers purchased from UIL and cancelled 101,550 Somers shares for | |||
| £1.1m to partially repay the GBP loan by UIL. | |||
| On 4 March 2025, Somers purchased from UIL and cancelled 479,273 Somers shares for £5.2m to | |||
| repay fully the GBP loan of £2.2m, the AUD loan of £2.7m (AUD 5.6m) and pay the interest due on | |||
| the loans of £0.3m. | |||
| The share prices of each buyback of Somers were calculated based on the NAV per share of Somers | |||
| at the time of each buy back. | |||
SportEngaged Ltd | There were no transactions during the year. |
78 79
UIL Limited Report and Accounts for the year to 30 June 2025
| 2025 | 2024 | |||
| Country of | % of class of | % of class of | ||
| registration | Class of | instrument | instrument | |
| Undertaking | and incorporation | instrument held | held | held |
Utilico Emerging Markets Trust Plc | United Kingdom | Ordinary Shares | 5.0 | 4.9 |
WT Financial Group Ltd | Australia | Ordinary Shares | 18.5 | 18.5 |
| Country of operation, | Holding and | ||
| registration and | voting | ||
incorporation | Number and class of shares held | rights % | |
UIL Finance Limited | Bermuda | 10 ordinary shares of 10p nil paid share | 100 |
2025 | 2024 | ||||
| Country of | Number of | Holding and | Number of | Holding and | |
| registration and | ordinary | voting rights | ordinary | voting rights | |
| incorporation | shares held | % | shares held | % | |
Carebook | Canada | 90,252,356 | 87.8 | 48,546,167 | 47.3 1 |
Coldharbour Technology Limited (“Coldharbour”) | United Kingdom | 29,660,694 | 96.5 | 29,660,694 | 96.5 |
Energy Holdings Ltd | Bermuda | 100 | 100.0 | 100 | 100.0 |
Northbrook Resources Ltd | United Kingdom | 44,348,478 2 | 51.0 | 44,348,478 2 | 51.0 |
West Hamilton Holdings Limited (“West Hamilton”) | Bermuda | 1,659,390 | 57.0 | 1,659,390 | 57.0 |
Zeta Minerals Limited ("Zeta Minerals") | United Kingdom | 1,100 | 100.0 | 100 | 100.0 |
Zeta Resources | Bermuda | 486,491,247 | 100.0 | 316,441,093 | 59.7 |
NOTES TO THE ACCOUNTS (continued)
78 79
UIL Limited Report and Accounts for the year to 30 June 2025
Carebook | On 2 January 2025, UIL entered into an arrangement agreement pursuant to which UIL would |
| acquire all the shares in the capital of Carebook, other than those shares already owned by UIL | |
| or Permanent Mutual Limited for CAD 0.10 per share. On 20 February 2025, UIL paid CAD 4.2m | |
| to purchase these shares, resulting in UIL owning 87.8% of the shares of Carebook. The shares of | |
| Carebook were subsequently delisted from the Canadian Stock Exchange. | |
| Pursuant to a loan agreement dated 22 December 2021, the balance of the loan and interest | |
| outstanding as at 30 June 2024 was £0.6m (CAD 1.0m). UIL received interest of £62k (CAD 109k) in | |
| the year. The balance of the loan as at 30 June 2025 was £0.6m (CAD 1.0m). | |
| Pursuant to a loan agreement dated 15 December 2022, the balance of the loan and interest | |
| outstanding as at 30 June 2024 was £0.9m (CAD 1.5m). The balance of the loan as at 30 June 2025 | |
| was £0.7m (CAD 1.3m). | |
| Pursuant to a convertible loan agreement dated 5 December 2023, the balance of the loan and | |
| interest outstanding as at 30 June 2024 was £1.3m (CAD 2.2m). The balance of the loan as at | |
| 30 June 2025 was £1.1m (CAD 2.0m). | |
| Subsequently to UIL owning 87.8% of the share capital of Carebook, interest on all three loans was | |
| amended to nil% per annum and all outstanding interest on the loans due to UIL of £0.3m (CAD | |
| 0.5m) was cancelled. | |
| Pursuant to a promissory note agreement dated 23 June 2025, UIL agreed to lend monies to | |
| Carebook up to £1.1m (CAD 2.0m). UIL advanced to Carebook £0.3m (CAD 0.5m) and as at 30 June | |
| 2025 the balance of the loan was £0.3m (CAD 0.5m). The promissory note does not bear interest. | |
| UIL has made available a £1.0m (AUD 2.0m) loan facility to Carebook, see note 31. | |
Coldharbour | There were no transactions during the year. |
Energy Holdings Ltd | UIL paid fees of £0.2m incurred by Energy Holdings Ltd |
Northbrook Resources Ltd | There were no transactions during the year. |
West Hamilton | West Hamilton made a dividend distribution of £0.2m to UIL during the year (2024: a capital |
| distribution of £8.3m and a dividend distribution of £0.7m). | |
Zeta Minerals | On 1 April 2025, Zeta Minerals issued 1000 ordinary shares to UIL for £5.7m and see Zeta |
| Resources below. | |
Zeta Resources | On 10 October 2024 UIL entered into a sale and purchase agreement with General Provincial Life |
| Pension Fund Limited ("GPLPF") to acquire all the 187,572,396 ordinary shares in Zeta Resources | |
| held by GPLPF. GPLPF's Zeta Resources shares were valued at £28.7m and the consideration was | |
| satisfied through the transfer to GPLPF of UIL's investment in Allectus Capital valued at £12.9m and | |
| the issue to GPLPF of 9,504,199 new UIL ordinary shares at £1.6655 each, £15.8m. | |
| On 11 October 2024 UIL compulsory acquired the minority shareholders of Zeta Resources for | |
| £4.0m making UIL the 100% share holder of Zeta Resources. | |
| On 17 October 2024 Zeta Resources made a capital distribution of £20.7m and a dividend | |
| distribution of £11.0m to UIL. | |
| On 16 September 2024 Zeta Resources provided to UIL a USD6.0m loan facility, see note 15 for | |
| loans drawn. On 9 December 2024, Zeta Resources purchased from UIL and cancelled 43,909,447 | |
| Zeta Resources ordinary shares for £4.7m to repay the loan drawn by UIL. | |
| On 11 December 2024, Zeta Resources sold to UIL, 100 ordinary shares in Zeta Minerals for £100. | |
| On 1 April 2025, Zeta Resources sold to UIL, loans made from Zeta Resources to Kumarina | |
| Resources Pty Ltd ("Kumarina") of £4.1m (AUD 8.5m) and made a capital dividend distribution to UIL | |
| of £9.7m. On 1 April 2025 Zeta Resources sold to Zeta Minerals the share holding of Kumarina for | |
| £5.5m (AUD 11.3m). | |
| Pursuant to loan agreements dated 1 September 2016 (AUD loan) and 12 September 2024 (USD | |
| loan), under which UIL agreed to loan monies to Zeta Resources, in the year UIL advanced to Zeta | |
| Resources loans of £1.0m (AUD 2.1m) and £2.0m (USD 2.7m). As at 30 June 2025, the balances of | |
| the loans outstanding were £1.0m (AUD 2.1m) and £2.0m (USD 2.7m). The loans bear interest at an | |
| annual rate of nil%. |
80 81
UIL Limited Report and Accounts for the year to 30 June 2025
| 2025 | 2024 | |
| Group and Company | £’000s | £’000s |
Accrued income | – | 267 |
Prepayments and other debtors | 34 | 29 |
34 | 296 |
| 2025 | 2024 | |
| Group and Company | £’000s | £’000s |
Valuation brought forward | – | 110 |
Net settlements | (178) | (75) |
Gains/(losses) | 178 | (35) |
Valuation carried forward | – | – |
| 2025 | 2024 | |
| Group and Company | £’000s | £’000s |
GBP 2.9m repaid August 2024 | – | 2,850 |
GBP 19.5m repayable October 2025 | 19,525 | – |
19,525 | 2,850 |
NOTES TO THE ACCOUNTS (continued)
80 81
UIL Limited Report and Accounts for the year to 30 June 2025
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| £’000s | £’000s | £’000s | £’000s | |
Intra-group loans | – | – | – | 40,778 |
Accrued finance costs | 519 | 40 | 519 | 40 |
Accrued expenses | 313 | 382 | 313 | 382 |
832 | 422 | 832 | 41,200 |
17. ZDP SHARES
| Group | |||
| 2025 | 2024 | ||
| ZDP shares – current liabilities | £’000s | £’000s | |
2024 | ZDP shares | – | 40,778 |
| ZDP shares – non-current liabilities | |||
2026 | ZDP shares | 32,116 | 30,513 |
2028 | ZDP shares | 30,068 | 28,505 |
62,184 | 59,018 | ||
Total ZDP shares liabilities | 62,184 | 99,796 | |
Authorised ZDP shares at 30 June 2025 and 30 June 2024 are as follows: | Number | £’000s | |
2022 | ZDP shares | 63,686,754 | 3,387 |
2024 | ZDP shares | 76,717,291 | 2,917 |
2026 | ZDP shares | 25,000,000 | 2,500 |
2028 | ZDP shares | 44,842,717 | 1,734 |
| 2024 | 2026 | 2028 | Total | ||||
2025 | Number | £’000s | Number | £’000s | Number | £’000s | £’000s |
Balance at 30 June 2024 | 30,000,000 | 40,778 | 22,690,380 | 30,513 | 24,416,265 | 28,505 | 99,796 |
Redemption of ZDP shares | (30,000,000) | (41,505) | – | – | (195,000) | (193) | (41,698) |
Finance costs (see note 7) | – | 727 | – | 1,603 | – | 1,756 | 4,086 |
Balance at 30 June 2025 | – | – | 22,690,380 | 32,116 | 24,221,265 | 30,068 | 62,184 |
| 2024 | 2026 | 2028 | Total | ||||
2024 | Number | £’000s | Number | £’000s | Number | £’000s | £’000s |
Balance at 30 June 2023 | 30,000,000 | 38,765 | 22,690,380 | 29,005 | 24,416,265 | 26,819 | 94,589 |
Finance costs (see note 7) | – | 2,013 | – | 1,508 | – | 1,686 | 5,207 |
Balance at 30 June 2024 | 30,000,000 | 40,778 | 22,690,380 | 30,513 | 24,416,265 | 28,505 | 99,796 |
On 31 October 2024 the 30,000,000 2024 ZDP shares that were in issue were redeemed at 138.35p per 2024 ZDP share.
The Company held 2,309,620 2026 ZDP shares as at 30 June 2024 and 30 June 2025.
The Company held 583,735 2028 ZDP shares as at 30 June 2024. In the year, the Company purchased 195,000 2028 ZDP shares in
the open market, paying £0.2m. The Company held 778,735 2028 ZDP shares as at 30 June 2025.
82 83
UIL Limited Report and Accounts for the year to 30 June 2025
2026 ZDP shares
Based on the initial entitlement of a 2026 ZDP share of 100p on 26 April 2018, a 2026 ZDP share will have a final capital
entitlement at the end of its life on 31 October 2026 of 151.50p equating to a 5.00% per annum gross redemption yield. The
capital entitlement (excluding issue costs) per 2026 ZDP share as at 30 June 2025 was 141.95p (2024: 135.15p).
2028 ZDP shares
Based on the initial entitlement of a 2028 ZDP share of 100p on 23 April 2021, a 2028 ZDP share will have a final capital
entitlement at the end of its life on 31 October 2028 of 152.29p equating to a 5.75% per annum gross redemption yield. The
capital entitlement (excluding issue costs) per 2028 ZDP share as at 30 June 2024 was 126.39p (2024: 119.49p).
The ZDP shares are traded on the London Stock Exchange and are stated at amortised cost using the effective interest method.
The ZDP shares carry no entitlement to income however they have a pre-determined final capital entitlement which ranks behind
all other liabilities and creditors of UIL Finance and UIL but in priority to the ordinary shares of the Company save in respect of
certain winding up revenue profits.
The growth of each ZDP accrues daily and is reflected in the capital return and NAV per ZDP share on an effective interest rate
basis. The ZDP shares do not carry any voting rights at general meetings of the Company. However the Company will not be
able to carry out certain corporate actions unless it obtains at separate meetings approval of each class of ZDP shareholders.
Separate approval of each class of ZDP shareholders must be obtained in respect of any proposals which would affect their
respective rights, including any resolution to wind up the Company. In addition the approval of ZDP shareholders by the passing
of a special resolution at separate class meetings of the ZDP shareholders is required in relation to any proposal to modify, alter
or abrogate the rights attaching to any class of the ZDP shares and in relation to any proposal by UIL or UIL Finance which would
reduce the Group’s cover of the existing ZDP shares below 1.35 times.
On a liquidation of UIL and/or UIL Finance, to the extent that the relevant classes of ZDP shares have not already been redeemed,
the 2026 ZDP shares shall rank in priority to the 2028 ZDP shares in relation to the repayment of their accrued capital entitlement
as at the date of liquidation:
The entitlement of ZDP shareholders of a particular class shall be determined in proportion to their holdings of ZDP shares of
that class.
| 2025 | 2024 | |
| Company | £’000s | £’000s |
Intra-group loans | 66,447 | 62,837 |
NOTES TO THE ACCOUNTS (continued)
82 83
UIL Limited Report and Accounts for the year to 30 June 2025
Number | £’000s | |
| Equity share capital: | ||
| Ordinary shares of 10p each with voting rights | ||
Authorised | 250,000,000 | 25,000 |
| 2025 | 2024 | |||
Total shares in issue | Number | £’000s | Number | £’000s |
Balance brought forward | 83,842,918 | 8,384 | 83,842,918 | 8,384 |
Issued by the Company | 9,504,199 | 950 | – | – |
Purchased for cancellation by the Company | (459,938) | (45) | – | – |
Balance carried forward | 92,887,179 | 9,289 | 83,842,918 | 8,384 |
| 2025 | 2024 | |
| Group and Company | £’000s | £’000s |
Balance brought forward | 37,874 | 37,874 |
Issued by the Company | 14,879 | – |
Cost of issue of shares | (26) | – |
Purchased for cancellation by the Company | (469) | – |
Balance carried forward | 52,258 | 37,874 |
| 2025 | 2024 | |
| Group and Company | £’000s | £’000s |
Balance brought forward and carried forward | 233,866 | 233,866 |
84 85
UIL Limited Report and Accounts for the year to 30 June 2025
Group | Company | |||
| 2025 | 2024 | 2025 | 2024 | |
| Capital reserves comprise of: | £’000s | £’000s | £’000s | £’000s |
Arising on investments sold | (109,907) | (84,736) | (111,040) | (85,618) |
Arising on revaluation of investments held | (37,783) | (73,071) | (36,915) | (72,797) |
Balance as at 30 June | (147,690) | (157,807) | (147,955) | (158,415) |
| 2025 | 2024 | |
| Group and Company | £’000s | £’000s |
Balance brought forward | 15,218 | 11,735 |
Amount transferred to revenue reserve | 10,783 | 8,514 |
Dividends paid in the year | (7,077) | (5,031) |
Balance as at 30 June | 18,924 | 15,218 |
24. NET ASSET VALUE PER ORDINARY SHARE
NAV per ordinary share is based on net assets at the year end of £166,647,000 for the Group and £166,382,000 for the Company
(2024: £137,535,000 for the Group and £136,927,000 for the Company) and on 92,887,179 ordinary shares in issue at the year end
(2024: 83,842,918).
| Non-cash flow | ||||||||
| Group | changes | |||||||
| Balance at | Foreign | Balance | ||||||
| 30 June | Transactions | exchange | Finance | at 30 June | ||||
| 2024 | in the year | Receipts | Payments | movement | Settlements | costs | 2025 | |
| 2025 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Loans | 2,850 | – | 37,594 | (14,265) | (416) | (6,238)* | – | 19,525 |
ZDP shares | 99,796 | – | – | (41,698) | – | – | 4,086 | 62,184 |
Dividends paid | – | 7,077 | – | (5,707) | – | (1,370) | – | – |
Issue of shares | – | (15,829) | – | – | – | 15,829 | – | – |
Cost of issue of shares | – | 26 | – | (26) | – | – | – | – |
| Repurchase | – | 514 | – | (514) | – | – | – | – |
of shares for cancellation | 102,646 | (8,212) | 37,594 | (62,210) | (416) | 8,221 | 4,086 | 81,709 |
NOTES TO THE ACCOUNTS (continued)
84 85
UIL Limited Report and Accounts for the year to 30 June 2025
| Non-cash flow | ||||||||
| changes | ||||||||
| Balance | Foreign | Balance | ||||||
| at 30 June | Transactions | exchange | Finance | at 30 June | ||||
| 2023 | in the year | Receipts | Payments | movement | Settlements | costs | 2024 | |
| 2024 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Loans | 42,691 | – | 9,814 | (46,336) | 54 | (3,373) | – | 2,850 |
ZDP shares | 94,589 | – | – | – | – | – | 5,207 | 99,796 |
Dividends paid | – | 5,031 | – | (5,031) | – | – | – | – |
137,280 | 5,031 | 9,814 | (51,367) | 54 | (3,373) | 5,207 | 102,646 |
| Non-cash flow | ||||||||
| Company | changes | |||||||
| Balance at | Foreign | Balance | ||||||
| 30 June | Transactions | exchange | Finance | at 30 June | ||||
| 2024 | in the year | Receipts | Payments | movement | Settlements | costs | 2025 | |
| 2025 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Loans | 2,850 | – | 37,594 | (14,265) | (416) | (6,238)* | – | 19,525 |
Intra-group loans | 103,615 | – | – | (41,505) | – | – | 4,337 | 66,447 |
Dividends paid | – | 7,077 | – | (5,707) | – | (1,370) | – | – |
Issue of shares | – | (15,829) | – | – | – | 15,829 | – | – |
Cost of issue of shares | – | 26 | – | (26) | – | – | – | – |
| Repurchase | – | 514 | – | (514) | – | – | – | – |
of shares for cancellation | 106,465 | (8,212) | 37,594 | (62,017) | (416) | 8,221 | 4,337 | 85,972 |
| Non-cash flow | ||||||||
| changes | ||||||||
| Balance at | Foreign | Balance | ||||||
| 30 June | Transactions | exchange | Finance | at 30 June | ||||
| 2023 | in the year | Receipts | Payments | movement | Settlements | costs | 2024 | |
| 2024 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Loans | 42,691 | – | 9,814 | (46,336) | 54 | (3,373) | – | 2,850 |
Intra-group loans | 98,222 | – | – | – | – | – | 5,393 | 103,615 |
Dividends paid | – | 5,031 | – | (5,031) | – | – | – | – |
140,913 | 5,031 | 9,814 | (51,367) | 54 | (3,373) | 5,393 | 106,465 |
86 87
UIL Limited Report and Accounts for the year to 30 June 2025
NOTES TO THE ACCOUNTS (continued)
86 87
UIL Limited Report and Accounts for the year to 30 June 2025
28. OPERATING SEGMENTS
The Directors are of the opinion that the Company’s activities comprise a single operating segment, which is investing in equity,
debt and derivative securities to maximise shareholder returns.
29. GOING CONCERN
Notwithstanding that the Group has reported net current liabilities of £19,370,000 as at 30 June 2025 (2024: £42,269,000), the financial
statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.
The Board’s going concern assessment has focussed on the forecast liquidity of the Group for at least 12 months from the date of
approval of the financial statements. This analysis assumes that the Company will meet some of its short term obligations through the
sale of level 1 securities, which represented 17.6% of the Company’s total portfolio as at 30 June 2025. As part of this assessment the
Board has considered a severe but plausible downside that reflects the impact of the key risks set out in the Strategic Report and an
assessment of the Company’s ability to meet its liabilities as they fall due (including the loan liabilities in note 15), assuming a significant
reduction in asset values and accompanying currency volatility.
The severe but plausible downside reflects a significant reduction in asset values in line with that experienced during the emergence
of the Covid-19 pandemic in the first quarter of 2020. The Board also considered reverse stress testing to identify the reduction in the
valuation of liquid investments that would cause the Group to be unable to meet its net current liabilities, being primarily the loan of
£19,525,000. The Board is confident that the reduction in asset values implied by the reverse stress test is not plausible even in the
current volatile environment.
88 89
UIL Limited Report and Accounts for the year to 30 June 2025
Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for
at least 12 months from the date of approval of the financial statements. Accordingly, the Board considers it appropriate to continue to
adopt the going concern basis in preparing the accounts.
| AUD | BMD | EUR | USD | Other | Total | |
| 2025 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Cash and cash equivalents | 350 | – | – | 295 | – | 645 |
Investments | 146,313 | 6,972 | 12,535 | 3,888 | 41,071 | 210,779 |
Net financial assets | 146,663 | 6,972 | 12,535 | 4,183 | 41,071 | 211,424 |
| AUD | BMD | EUR | USD | Other | Total | |
| 2024 | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
Cash and cash equivalents | – | – | – | 16 | – | 16 |
Investments | 110,569 | 19,552 | 20,751 | 6,220 | 55,741 | 212,833 |
Net financial assets | 110,569 | 19,552 | 20,751 | 6,236 | 55,741 | 212,849 |
NOTES TO THE ACCOUNTS (continued)
88 89
UIL Limited Report and Accounts for the year to 30 June 2025
2025 | 2024 | |||||||
| AUD | BMD | EUR | USD | AUD | BMD | EUR | USD | |
| Weakening of Sterling | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
| Income Statement | ||||||||
Revenue profit for the year | 1,155 | (5) | 13 | 55 | 592 | 166 | 147 | – |
Capital profit for the year | 16,257 | 775 | 1,393 | 465 | 12,285 | 2,172 | 2,306 | 691 |
Total profit for the year | 17,412 | 770 | 1,406 | 520 | 12,877 | 2,338 | 2,453 | 691 |
2025 | 2024 | |||||||
| AUD | BMD | EUR | USD | AUD | BMD | EUR | USD | |
| Strengthening of Sterling | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
| Income Statement | ||||||||
Revenue loss for the year | (1,155) | 5 | (13) | (55) | (592) | (166) | (147) | – |
Capital loss for the year | (16,257) | (775) | (1,393) | (465) | (12,285) | (2,172) | (2,306) | (691) |
Total loss for the year | (17,412) | (770) | (1,406) | (520) | (12,877) | (2,338) | (2,453) | (691) |
| Exposure to | Fixed | Exposure to | Fixed | |||
| floating | interest | floating | interest | |||
| Total | interest rates | rates | Total | interest rates | rates | |
| £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | |
Maximum in year | (103,632) | (577) | (103,055) | (142,290) | (41,469) | (100,821) |
Minimum in year | (72,004) | 231 | (72,235) | (85,456) | (27,889) | (57,567) |
90 91
UIL Limited Report and Accounts for the year to 30 June 2025
2025 | 2024 | |||
| Increase | Decrease | Increase | Decrease | |
| in rate | in rate | in rate | in rate | |
| £’000s | £’000s | £’000s | £’000s | |
Revenue profit for the year | 19 | (19) | 27 | (27) |
Capital profit for the year | – | – | – | – |
Total profit for the year | 19 | (19) | 27 | (27) |
2025 | 2024 | |||
| Increase | Decrease | Increase | Decrease | |
| in value | in value | in value | in value | |
Income Statement capital profit for the year (£’000s) | 49,640 | (49,640) | 47,764 | (47,764) |
2025 | 2024 | |||||||
| More than | More than | |||||||
| Three | three months | Three | three months | |||||
| months | but less than | More than | months | but less than | More than | |||
| or less | one year | one year | Total | or less | one year | one year | Total | |
| £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | |
Other creditors | 313 | – | – | 313 | 382 | – | – | 382 |
Loans | – | 20,725 | – | 20,725 | 3,016 | – | – | 3,016 |
ZDP shares | – | – | 71,262 | 71,262 | – | 41,505 | 71,559 | 113,064 |
313 | 20,725 | 71,262 | 92,300 | 3,398 | 41,505 | 71,559 | 116,462 |
NOTES TO THE ACCOUNTS (continued)
90 91
UIL Limited Report and Accounts for the year to 30 June 2025
2025 | 2024 | |||
| Maximum | Maximum | |||
| exposure | exposure | |||
| 30 June | in the year | 30 June | in the year | |
| Current assets | £’000s | £’000s | £’000s | £’000s |
Cash at bank | 953 | 4,865 | 1,485 | 8,884 |
| Financial assets through profit and loss | ||||
Investments in debt instruments | 8,837 | 8,837 | 4,983 | 9,638 |
Derivatives – forward exchange contracts (2024: option contracts) | – | 4,758 | – | 129 |
| 2025 | 2024 | ||
| £’000s | £’000s | ||
2024 | ZDP shares | – | 39,900 |
2026 | ZDP shares | 31,086 | 27,002 |
2028 | ZDP shares | 28,581 | 23,928 |
92 93
UIL Limited Report and Accounts for the year to 30 June 2025
NOTES TO THE ACCOUNTS (continued)
92 93
UIL Limited Report and Accounts for the year to 30 June 2025
94 95
UIL Limited Report and Accounts for the year to 30 June 2025
NOTES TO THE ACCOUNTS (continued)
94 95
UIL Limited Report and Accounts for the year to 30 June 2025
| As at 30 June 2025 | Valuation | Risk | Sensitivity | Carrying | Sensitivity | |
Investment | Investment type | methodology | weighting | +/- | amount £’000s | £’000s |
Somers | Equity | NAV | Medium | 20% | 99,558 | 19,912 |
Zeta Resources | Equity | NAV | Low | 10% | 43,880 | 4,388 |
Zeta Resources | Loans | Discounted cash flow | Low | 10% | 7,909 | 791 |
Allectus Quantum | Equity | NAV | Medium | 20% | 21,995 | 4,399 |
Zeta Minerals | Equity | NAV | Medium | 20% | 7,868 | 1,574 |
Carebook | Equity | Last funding round | Medium | 20% | 4,585 | 917 |
West Hamilton | Equity | NAV | Low | 10% | 6,289 | 629 |
Other investments | Equity | Various | Medium | 20% | 3,479 | 696 |
Other investments | Loans | Discounted cash flow | Low | 10% | 5,178 | 518 |
200,741 | 33,824 |
| As at 30 June 2024 | Valuation | Risk | Sensitivity | Carrying | Sensitivity | |
Investment | Investment type | methodology | weighting | +/- | amount £’000s | £’000s |
Somers | Equity | NAV | Medium | 20% | 105,481 | 21,096 |
Allectus Quantum | Equity | NAV | Medium | 20% | 14,681 | 2,936 |
Allectus Capital | Equity & loans | NAV | Medium | 20% | 12,157 | 2,431 |
West Hamilton | Equity | NAV | Low | 10% | 6,718 | 672 |
Other investments | Equity | Various | Medium | 20% | 4,787 | 957 |
Other investments | Loans | Various | Low | 10% | 2,457 | 246 |
Total | 146,281 | 28,338 |
32. SUBSEQUENT EVENTS
On 25 September 2025, Resimac provided a £7.3m (AUD 15.0m) loan facility to UIL and was fully drawn by UIL. The loan is
repayable on 27 December 2025 and bears interest at 8% per annum.
There were no other material events after the year end of the reporting period except as disclosed for dividends declared (note
10) and ordinary shares purchased (note 19).
96 97
UIL Limited Report and Accounts for the year to 30 June 2025
ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (“AIMFD”)
In accordance with the AIFMD, information in relation to the Group’s leverage and the remuneration of the Company’s AIFM,
ICMIM, is required to be made available to investors. Detailed regulatory disclosures including those on the AIFM’s remuneration
policy are available on the Company’s website or from ICMIM on request.
The Group’s maximum and actual leverage as at 30 June are shown below:
Leverage exposure
Gross
method
2025
Commitment
method
Gross
method
2024
Commitment
method
Maximum permitted limit 425% 425% 425% 425%
Actual 150% 150% 175% 175%
The leverage limits are set by the AIFM and approved by the Board. The AIFM is also required to comply with the gearing
parameters set by the Board in relation to borrowings.
OTHER FINANCIAL INFORMATION (UNAUDITED)
97
Report and Accounts for the year to 30 June 2025
96 97
UIL Limited Report and Accounts for the year to 30 June 2025
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of UIL Limited will be held at Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda on Tuesday, 4 November 2025 at 5.00pm (local time) for the purpose of considering and, if thought fit, passing
the following resolutions (which will be proposed in the case of resolutions 1 to 10, as ordinary resolutions and, in the case of
resolution 11, as a special resolution).
ORDINARY BUSINESS
1. To receive and adopt the report of the Directors of the Company and the financial statements for the year ended 30 June
2025, together with the report of the auditor thereon.
2. To approve the Directors’ Remuneration Report for the year ended 30 June 2025.
3. To approve the Company’s dividend policy to pay four interim dividends per year.
4. To re-elect Mr S Bridges as a Director.
5. To re-elect Mr P Durhager as a Director.
6. To re-elect Mr D Shillson as a Director.
7. To re-appoint KPMG Audit Limited as auditor of the Company to hold office until the conclusion of the next Annual General
Meeting of the Company.
8. To authorise the Directors to determine the auditor’s remuneration.
SPECIAL BUSINESS
Ordinary resolutions
9. That, in substitution for the Company’s existing authority to make market purchases of ordinary shares of 10p in the
Company (“Ordinary Shares”), the Company be and it is generally and unconditionally authorised to make market purchases
of Ordinary Shares, provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 13,840,000 (being the equivalent of
approximately 14.99% of the issued Ordinary Shares as at the date of this notice);
(b) the minimum price which may be paid for an Ordinary Share shall be 10p;
(c) the maximum price (exclusive of expenses payable by the Company) which may be paid for an Ordinary Share shall be the
higher of:
(i) 105% of the average of the middle market quotations of the Ordinary Shares for the five business days prior to the
date on which such shares are contracted to be purchased; and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue
where the purchase is carried out;
(d) such purchases shall be made in accordance with the Companies Act 1981 of Bermuda; and
(e) unless renewed, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting to be held
in 2026 save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares which will or
may be completed or executed wholly or partly after the expiration of such authority.
10. That, in addition to the authority to make market purchases of Ordinary Shares referred to in resolution 9 above, the
Company be and it is generally authorised to make market purchases of Ordinary Shares pursuant to the liquidity facility
described in the Chairman’s Statement in the annual report and accounts of the Company for the year ended 30 June 2025,
provided that:
(a) the maximum price (exclusive of expenses payable by the Company) which will be paid for any Ordinary Share pursuant
to the authority hereby conferred shall be equal to the last published NAV per Ordinary Share as at the date of purchase
discounted by 20%;
(b) the maximum amount payable by the Company in respect of market purchases of Ordinary Shares pursuant to the
authority hereby conferred (exclusive of expenses payable by the Company) shall be £4.0m;
(c) such purchases shall be made in accordance with the Companies Act 1981 of Bermuda; and
(d) the authority hereby conferred shall expire on 31 December 2025 save that the Company may prior to such expiry,
enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the
expiration of such authority.
98 99
UIL Limited Report and Accounts for the year to 30 June 2025
Special resolution
11. That, for the purpose of Bye-law 4A of the Company’s Bye-laws, the Company may issue Relevant Securities (as defined in the
Bye-laws) representing up to 9,237,000 Ordinary Shares, equivalent to approximately 10% of the total number of Ordinary
Shares in issue as at the date of this notice otherwise than on a pre-emptive basis, provided that such disapplication shall
expire (unless and to the extent previously revoked, varied or renewed by the Company in general meeting by Special
Resolution (as defined in the Bye-laws)) at the earlier of the conclusion of the Annual General Meeting to be held in 2026 or 18
months from the date of this resolution but so that this power shall enable the Company to make such offers or agreements
before such expiry which would or might otherwise require Relevant Securities to be issued after such expiry and the
Directors may issue Relevant Securities in pursuance of such offer or agreement as if such expiry had not occurred.
By order of the Board
ICM Limited, Secretary
29 September 2025
NOTES
1. Only the holders of ordinary shares registered on the register
of members of the Company at close of business on 31 October
2025 shall be entitled to attend and vote or to be represented at
the meeting in respect of the ordinary shares registered in their
name at that time. Changes to entries on the register after close of
business on 31 October 2025 shall be disregarded in determining
the rights of any person to attend and vote at the meeting.
2. A member entitled to attend and vote at the meeting may appoint
one or more proxies to attend and vote instead of him/her. A
proxy need not be a member of the Company.
3. If the Chairman, as a result of any proxy appointments, is
given discretion as to how the votes are cast and the voting
rights in respect of those discretionary proxies, when added to
the interests in the Company’s securities already held by the
Chairman, result in the Chairman holding such number of voting
rights that he has a notifiable obligation under the Disclosure
Guidance and Transparency Rules, the Chairman will make the
necessary notifications to the Company and the Financial Conduct
Authority. As a result, any person holding 5% or more of the voting
rights in the Company who grants the Chairman a discretionary
proxy in respect of some or all of those voting rights and so would
otherwise have a notification obligation under the Disclosure
Guidance and Transparency Rules need not make a separate
notification to the Company and the Financial Conduct Authority.
4. Any such person holding 5% or more of the voting rights in the
Company who appoints a person other than the Chairman as his
proxy will need to ensure that both he and such person complies
with their respective disclosure obligations under the Disclosure
Guidance and Transparency Rules.
5. A form of proxy is provided with this notice of meeting. The return
of a form of proxy will not preclude a member from attending
the meeting and voting in person if he/she wishes to do so. To
be valid, a form of proxy for use at the meeting and the power of
attorney or other authority (if any) under which it is signed, or a
notarially certified or office copy of such power or authority, must
be deposited with the Company’s registrars, Computershare
Investor Services (Bermuda) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 6ZY not later than 5:00 pm (GMT) on
31 October 2025.
Alternatively, shareholders can vote or appoint a proxy
electronically by visiting www.investorcentre.co.uk/eproxy. You will
be asked to enter the Control Number, the Shareholder Reference
Number and PIN which are printed on the form of proxy. The
latest time for the submission of proxy votes electronically is
5:00 pm (GMT) on 31 October 2025. To appoint more than one
proxy, an additional proxy form(s) may be obtained by contacting
the Registrar’s helpline on 0370 707 1196 or you may photocopy
the form of proxy. Please indicate in the box next to the proxy
holder’s name the number of shares in relation to which they are
authorised to act as your proxy. Please also indicate by marking
the box provided if the proxy instruction is one of multiple
instructions being given. All forms of proxy must be signed and
should be returned together in the same envelope.
6. Investors holding ordinary shares in the Company through
depository interests should ensure that Forms of Instruction are
returned to The Depositary, Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not later
than 5:00 pm (GMT) on 30 October 2025 or give an instruction
via the CREST system as detailed under note 7. Please note only
depositary interest holders registered on the depositary interest
register at close of business on 30 October 2025 shall be entitled
to attend and vote or to be represented at the meeting. Changes
to entries on the depositary interest register after close of
business on 30 October 2025 shall be disregarded in determining
the rights of any person to attend and vote at the meeting.
7. Depositary interest holders who are CREST members and
who wish to issue an instruction through the CREST electronic
voting appointment service may do so by using the procedures
described in the CREST manual (available from www.euroclear.
com). CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a
voting service provider(s), should refer to their CREST sponsor
or voting services provider(s), who will be able to take the
appropriate action on their behalf.
In order for instructions made using the CREST service to be valid,
the appropriate CREST message (a “CREST Voting Instruction”) must
be properly authenticated in accordance with the specifications
of Euroclear UK & International Limited (“EUI”) and must contain
the information required for such instructions, as described in the
CREST Manual (available from www.euroclear.com). The message,
NOTICE OF ANNUAL GENERAL MEETING (continued)
98 99
UIL Limited Report and Accounts for the year to 30 June 2025
regardless of whether it relates to the voting instruction or to
an amendment to the instruction given to the Depositary must,
in order to be valid, be transmitted so as to be received by the
issuer’s agent (ID 3RA50) no later than 5:00 pm, (GMT) on
30 October 2025. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied
to the CREST Voting Instruction by the CREST applications host)
from which the issuer’s agent is able to retrieve the CREST Voting
Instruction by enquiry to CREST in the manner prescribed by
CREST.
CREST members and, where applicable, their CREST sponsors
or voting service providers should note that EUI does not
make available special procedures in CREST for any particular
messages. Normal system timings and limitations will therefore
apply in relation to the transmission of CREST Voting Instructions.
It is the responsibility of the CREST member concerned to take (or,
if the CREST member is a CREST personal member or sponsored
member or has appointed a voting service provider(s), to procure
that the CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a CREST Voting
Instruction is transmitted by means of the CREST service by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Voting Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
8. The register of Directors’ holdings is available for inspection at the
registered office of the Company during normal business hours
on any weekday and will be available at the place of the meeting
from 15 minutes prior to the commencement of the meeting until
the conclusion thereof.
9. No service contracts exist between the Company and any
of the Directors, who hold office in accordance with letters
of appointment and the Company’s Bye-laws. The letters of
appointment are available for inspection on request at the
Company’s registered office and at the Annual General Meeting.
10. As at 26 September 2025 (being the latest practicable date prior
to the publication of the Notice of Annual General Meeting), the
Company’s issued share capital consisted of 92,378,602 ordinary
shares of 10p each. Each ordinary share carries the right to one
vote and therefore the total voting rights in the Company as at the
date of this Notice are 92,378,602.
100
UIL Limited
DIRECTORS
Stuart Bridges (Chairman)
Peter Durhager
Alison Hill
David Shillson
REGISTERED OFFICE
Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda
Company Registration Number: 39480
LEI: 213800CTZ7TEIE7YM468
AIFM AND JOINT PORTFOLIO MANAGER
ICM Investment Management Limited
Ridge Court, The Ridge, Epsom, Surrey, KT18 7EP
United Kingdom
Telephone number 01372 271486
Authorised and regulated in the UK by the Financial Conduct Authority
JOINT PORTFOLIO MANAGER AND SECRETARY
ICM Limited
34 Bermudiana Road, Hamilton HM 11, Bermuda
Registered in Bermuda under the Investment Business Act 2003 to
carry on investment business
ASSISTANT SECRETARY
Conyers Corporate Services (Bermuda) Limited
Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda
ADMINISTRATOR
JP Morgan Chase Bank N.A. – London Branch
25 Bank Street, Canary Wharf, London E14 5JP
United Kingdom
Authorised in the UK by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority
BROKER
Shore Capital and Corporate Limited
Cassini House, 57 St James’s Street, London
SW1A 1LD United Kingdom
Authorised and regulated in the UK by the Financial Conduct Authority
LEGAL ADVISOR TO THE COMPANY
(as to English law)
Norton Rose Fulbright LLP
3 More London Riverside, London SE1 2AQ
United Kingdom
LEGAL ADVISOR TO THE COMPANY
(as to Bermuda law)
Conyers Dill & Pearman Limited
Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda
AUDITOR
KPMG Audit Limited
Crown House, 4 Par-la-Ville Road, Hamilton HM08
Bermuda
A member firm of the KPMG global organisation of independent
member firms affiliated with KPMG International Limited
DEPOSITARY SERVICES PROVIDER
J.P. Morgan Europe Limited
25 Bank Street, Canary Wharf, London E14 5JP
United Kingdom
Authorised in the UK by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority
CUSTODIAN
JPMorgan Chase Bank N.A. – Jersey Branch
JPMorgan House, Grenville Street, St Helier
Jersey JE4 8QH
Regulated by the Jersey Financial Services Commission
REGISTRAR
Computershare Investor Services (Bermuda) Limited
5 Reid Street, Hamilton HM 11, Bermuda
Telephone number 0370 707 1196
REGISTRAR TO THE DEPOSITARY INTERESTS
AND CREST AGENT
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol BS99 6ZY
United Kingdom
COMPANY INFORMATION
101
Report and Accounts for the year to 30 June 2025
The European Securities and Markets Authority defines an Alternative Performance Measure (“APM”) as being a
financial measure of historical or future financial performance, financial position or cash flow, other than a financial
measure defined or specified in the applicable accounting framework. The Group uses the following APMs:
Discount/Premium – if the share price is lower than the NAV per ordinary share, the shares are trading at a
discount. Shares trading at a price above NAV per ordinary share are said to be at a premium. As at 30 June 2025
the ordinary share price was 118.00p (2024: 103.50p) and the NAV per ordinary share was 179.41p (2024: 164.04p),
the discount was therefore 34.2% (2024: 36.9%).
Gearing – represents the ratio of the borrowings less cash and cash equivalents of the Group to its net assets.
page
2025
£’000s
2024
£’000s
Cash and cash equivalents 65 (953) (1,485)
Loans 65 19,525 2,850
ZDP shares 65 62,184 99,796
Total debt 80,756 101,161
Net assets attributable to equity holders 65 166,647 137,535
Gearing 48.5% 73.6%
NAV/share price total return – the return to shareholders calculated on a per ordinary share basis by adding
dividends paid in the period to the increase or decrease in the NAV or share price in the period. The dividends
are assumed to have been re-invested in the form of net assets or shares, respectively, on the date on which the
dividends were paid.
Year to 30 June 2025
Dividend rate
(pence)
NAV
(pence)
Share price
(pence)
30-Jun-24 n/a 164.04 103.50
31-Jul-24 2.00 159.10 105.00
08-Nov-24 2.00 171.54 110.50
17-Jan-25 2.00 179.80 116.00
25-Apr-25 2.00 155.67 111.50
30-Jun-25 n/a 179.41 118.00
Total return 14.7% 22.5%
Year to 30 June 2024
Dividend rate
(pence)
NAV
(pence)
Share price
(pence)
30-Jun-23 n/a 199.87 145.00
13-Oct-23 2.00 193.47 121.00
21-Dec-23 2.00 191.27 121.00
23-May-24 2.00 182.51 105.00
30-Jun-24 n/a 164.04 103.50
Total return (15.3%) (24.8%)
ALTERNATIVE PERFORMANCE MEASURES
102 103
UIL Limited Report and Accounts for the year to 30 June 2025
NAV/share price total return since inception – the return to shareholders calculated on a per ordinary share
basis by adding dividends paid in the period and adjusting for the exercise of warrants and Convertible Unsecured
Loan Stock (“CULS”) in the period to the increase or decrease in the NAV/share price in the period. The dividends are
assumed to have been reinvested in the form of net assets or shares on the date on which the dividends were paid.
The adjustment for the exercise of warrants and CULS is made on the date the warrants and CULS were exercised.
Total return NAV (pence)
2025
Share price
(pence) NAV (pence)
2024
Share price
(pence)
NAV 14 August 2003 (pence) 99.47 85.67 99.47 85.67
Total dividend, warrants and CULS adjustment factor 2.394 3.1245 2.2820 2.9084
NAV/Share price at year end (pence) 179.41 118.00 164.04 103.50
Adjusted NAV/Share price at 30 June (pence) 429.50 368.69 374.34 301.02
Total return since inception 331.8% 330.4% 276.3% 251.4%
Annual compound NAV/share price total return since inception – the annual return to shareholders using the
same basis as NAV/share price total return since inception.
NAV
2025
Share price
NAV
2024
Share price
Annual compound NAV total return since inception 6.9% 6.9% 6.5% 6.2%
Ongoing charges – all operating costs expected to be regularly incurred and that are payable by the Group or
suffered within underlying investee funds, expressed as a proportion of the average weekly NAV of the Group
(valued in accordance with accounting policies) over the reporting year. The costs of buying and selling investments
and derivatives are excluded, as are interest costs, taxation, non-recurring costs and the costs of buying back or
issuing ordinary shares.
Ongoing charges calculation (including and excluding
performance fees) page
2025
£’000s
2024
£’000s
Management and administration fees 61 507 565
Other expenses 61 866 906
Expenses suffered within underlying funds 2,745 3,006
Total expenses for ongoing charges calculation 4,118 4,477
Average weekly NAV of the Group 149,411 160,050
Ongoing Charges 2.8% 2.8%
Revenue yield – represents the ratio of total income in the year over average gross assets in the year.
page
2025
£’000s
2024
£’000s
Income 61 13,643 12,227
Average Gross assets 239,199 285,779
Revenue yield 5.7% 4.3%
ALTERNATIVE PERFORMANCE MEASURES (continued)
103
Report and Accounts for the year to 30 June 2025
102 103
UIL Limited Report and Accounts for the year to 30 June 2025
Dividend yield – represents the ratio of dividends per ordinary share over closing ordinary share price.
page
2025
pence
2024
pence
Dividends per ordinary share 2 8.00 8.00
Ordinary share price 2 118.00 103.50
Dividend yield 6.8% 7.7%
Revenue reserves per ordinary share carried forward – the value of the Group’s revenue reserves divided by the
number of ordinary shares in issue.
page 2025 2024
Revenue reserves (£'000s) 65 18,924 15,218
Number of ordinary shares in issue at 30 June 83 92,887,179 83,842,918
Revenue reserves per ordinary share carried forward (pence) 20.37 18.15
Gross assets – the value of the Group’s assets less current liabilities excluding loans and ZDP shares.
page
2025
£'000s
2024
£'000s
Investments 65 248,201 238,822
Current assets 65 987 1,781
Current liabilities - Other payables 65 (832) (422)
Gross assets 248,356 240,181
104
UIL Limited
at 30 June 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016
NAV per ordinary share (pence) 179.41 164.04 199.87 260.89 431.51 292.79 369.57 291.79 252.86 241.12
Ordinary share price (pence) 118.00 103.50 145.00 187.50 268.00 177.50 199.00 174.50 164.00 130.75
Discount (%) 34.2 36.9 27.5 28.1 37.9 39.4 46.2 40.2 35.1 45.8
Returns and dividends (pence)
Revenue return per ordinary share 11.91 10.15 6.68 8.35 9.98 9.77 7.63 6.67 6.38 6.23
Capital return per ordinary share 11.18 (39.99) (59.70) (171.68) 133.81 (81.30) 75.34 38.96 12.46 68.45
Total return per ordinary share 23.09 (29.84) (53.02) (163.33) 143.79 (71.53) 82.97 45.63 18.84 74.68
Dividends per ordinary share 8.000
1
8.000 8.000 8.000 8.000 7.875 7.500 7.500 7.500 7.500
FTSE All-Share total return Index 10,815 9,729 8,611 7,981 7,852 6,465 7,431 7,389 6,777 5,737
ZDP shares
2
(pence)
2026 ZDP shares
Capital entitlement
3
per ZDP share 141.95 135.15 128.75 122.62 116.78 111.21 105.89 100.87 n/a n/a
ZDP share price 137.00 119.00 114.50 115.50 116.00 92.25 107.50 102.25 n/a n/a
2028 ZDP shares
Capital entitlement
3
per ZDP share 126.39 119.49 113.02 106.87 101.60 n/a n/a n/a n/a n/a
ZDP share price 118.00 98.00 96.50 99.00 100.00 n/a n/a n/a n/a n/a
Equity holders' funds (£m)
Gross assets
4
248.3 240.2 304.9 410.6 544.4 483.3 537.2 488.3 449.7 440.7
Loans 19.5 2.9 42.7 51.1 48.5 51.1 51.0 27.8 47.8 24.7
ZDP shares 62.2 99.8 94.6 140.8 132.1 180.5 159.9 199.4 173.8 197.4
Equity holders' funds 166.6 137.5 167.6 218.7 363.8 251.6 326.3 261.1 228.1 218.6
Revenue account (£m)
Income 13.6 12.2 10.2 9.9 11.6 12.7 11.2 10.6 10.7 10.5
Costs (management and other expenses) 1.6 1.5 1.7 1.7 2.1 2.6 2.8 2.8 2.9 1.9
Finance costs 1.2 2.2 2.9 1.1 1.0 1.6 1.6 1.6 1.8 1.7
Net income 10.8 8.5 5.6 7.0 8.5 8.5 6.8 6.2 6.0 6.9
Financial ratios of the Group (%)
Ongoing charges figure
4
(excluding
performance fee) 2.8 2.8 2.8 2.2 2.3 2.1 2.1 2.2 2.1 3.3
Gearing
4
48.5 73.6 83.5 89.5 48.8 93.4 63.7 87.3 97.2 101.6
1 The third and fourth quarterly dividend of 2.00p each have not been included as a liability in the accounts
2 Issued by UIL Finance, a wholly owned subsidiary of UIL
3 See page 25
4 See Alternative Performance Measures on pages 101 to 103
HISTORICAL PERFORMANCE
UK CONTACT
PO Box 208
Epsom Surrey
KT18 7YF
Telephone: +44 (0)1372 271486
www.uil.limited
A DIVERSE PORTFOLIO BY GEOGRAPHY AND SECTOR
REGISTERED OFFICE
UIL News