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