25 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
UIL FINANCE LIMITED
(LEI Number: 213800JPJWZ5P3QJX538)
(LEI Number: 213800CTZ7TEIE7YM468)
UIL Limited ("UIL" or the "Company")
UIL Finance Limited ("UIL Finance")
together the "Group"
Publication of Supplementary Prospectus
The Group announces that it has today published a supplementary prospectus (the "Supplementary Prospectus"), which has been approved by the Financial Conduct Authority (the "FCA"), in connection with:
· the rollover offer of 2022 ZDP Shares into 2028 ZDP Shares (the "Rollover Offer");
· the placing, intermediaries offer and offer for subscription of up to 25 million 2028 ZDP Shares (less the number of 2028 ZDP Shares arising on the conversion of 2022 ZDP Shares pursuant to the Rollover Offer) (the "Initial Issue"); and
· the placing programme of up to 25 million 2028 ZDP Shares (less than the number of 2028 ZDP Shares arising pursuant to the Rollover Offer and issued pursuant to the Initial Issue) (the "Placing Programme"),
that was set out in the prospectus dated 18 March 2021.
The publication of the Supplementary Prospectus is a regulatory requirement under Article 23 of the UK Prospectus Regulation as the prospectus which was published on 18 March 2021 contains a material mistake.
Correction of material mistake
The risk factor headed "Final Capital Entitlement is not guaranteed" on pages 10 and 11 of the Prospectus and the risk factor headed "Past Performance" on page 14 of the Prospectus mistakenly state that if the total assets of the Group were to fall, based on the assumptions, by more than 52.8 per cent. per annum until 31 October 2028, the holders of the 2028 ZDP Shares will receive less than their Final Capital Entitlement. Each of these risk factors contain a material mistake because they refer to the percentage fall per annum and instead should have referred to a fall of more than 52.8 per cent from 23 April 2021 until 31 October 2028, as correctly stated on page 48 of the Prospectus under the heading "Capital Entitlement".
Accordingly, the risk factors under the headings "Final Capital Entitlement is not guaranteed" (on pages 10 and 11 of the Prospectus) and "Past Performance" (on page 14 of the Prospectus) are corrected to read as follows:
"Final Capital Entitlement is not guaranteed
The Final Capital Entitlement of any class of ZDP Shares, which is intended to be paid on the relevant ZDP Repayment Date, is not guaranteed. UIL and UIL Finance have entered into arrangements which are intended to ensure that UIL Finance will be able to pay the Final Capital Entitlement on the relevant ZDP Repayment Date but it is not guaranteed that UIL will be able to satisfy its obligations under these arrangements. Specifically, UIL and UIL Finance have entered into a subscription agreement pursuant to which, in consideration for UIL Finance agreeing to transfer to UIL certain assets, UIL has undertaken: (i) to repay any interest free loan; and (ii) to reimburse UIL Finance (by way of payment in advance, if required) any and all costs, expenses, fees or interest UIL Finance incurs or is otherwise liable to pay to the holder of the ZDP Shares so as to enable UIL Finance to pay the final capital entitlement of each ZDP Share when it falls due for payment on maturity.
UIL Finance's ability to pay the Final Capital Entitlement of any class of ZDP Shares is dependent on it having sufficient cash resources to meet such obligation and UIL meeting its obligation under the Subscription Agreement to contribute such funds to UIL Finance. However, there can be no assurance that the arrangements under the Subscription Agreement will result in UIL Finance having sufficient funds available to it to meet its payment obligations in respect of any class of ZDP Shares. In particular, if UIL does not, or is unable to, meet its obligations under the Subscription Agreement, UIL Finance will be unable to pay the Final Capital Entitlement of the ZDP Shares and ZDP Shareholders may not receive some or all of their Final Capital Entitlement.
Based on the Assumptions, should the total assets of the Group have fallen by more than 52.8 per cent. from 23 April 2021 until 31 October 2028 the holders of the 2028 ZDP Shares will receive less than their Final Capital Entitlement.
The ability of UIL to meet its obligations under the Subscription Agreement depends on its ability to realise value from its investment portfolio or to borrow funds or raise equity on or prior to the relevant ZDP Repayment Date. Events or changes that will have a material adverse effect on the business of UIL or on the Group's ability to realise its investments for their present value may have a material adverse effect on UIL's ability to meet its obligations to UIL Finance under the Subscription Agreement and thereby on UIL Finance's ability to pay the Final Capital Entitlement on the 2028 ZDP Shares in full on the 2028 ZDP Repayment Date.
Should UIL be wound up prior to any ZDP Repayment Date, holders of the relevant ZDP Shares would only receive their Accrued Capital Entitlement to the date of the winding-up. This would be less than the Final Capital Entitlement and would be subject to UIL having sufficient net assets to meet its obligations under the Subscription Agreement."
The past performance of UIL and other investment companies managed or advised by the Joint Portfolio Managers or their affiliates is not indicative of the future performance of UIL. There can be no guarantee that UIL's investment objective will be achieved. UIL's ability to achieve returns may be adversely affected in the event of significant or sustained changes in market returns or volatility.
As with any investment in companies, UIL's investments may fall in value with the maximum loss on such investments being the value of the initial investment and, where relevant, any gains or subsequent investments made. If the total assets of the Group were to fall, based on the Assumptions, by more than 52.8 per cent. from 23 April 2021 until 31 October 2028, the holders of the 2028 ZDP Shares will receive less than their Final Capital Entitlement."
Right of withdrawal under Article 23(2) of the UK Prospectus Regulation
Under Article 23(2) of the UK Prospectus Regulation, investors who have already agreed to purchase or subscribe for 2028 ZDP Shares pursuant to the Offer for Subscription or the Intermediaries Offer prior to the publication of this Supplementary Prospectus shall have the right, exercisable within two working days after the publication of this Supplementary Prospectus to withdraw their acceptances under the Offer for Subscription and the Intermediaries Offer.
Applicants under the Offer for Subscription or Intermediaries Offer who have already agreed to purchase or subscribe for 2028 ZDP Shares pursuant to the Offer for Subscription or the Intermediaries Offer who wish to exercise their statutory right of withdrawal pursuant to Article 23(2) of the UK Prospectus Regulation following the publication of this Supplementary Prospectus must do so by lodging a written notice of withdrawal (which shall include a notice sent by any form of electronic communication) which must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST member, the Participant ID and the Member Account ID of such CREST Member by post to Computershare Investor Services PLC, Corporate Actions, Bristol BS99 6AH, or by e-mail to OFSPaymentQueries@Computershare.co.uk so as to be received not later than two Business Days after the date this Supplementary Prospectus is published (being by not later than 29 March 2021). Notice of withdrawal given by any other means or which is deposited with or received by Computershare Investor Services PLC after expiry of such period will not constitute a valid withdrawal.
A copy of the Supplementary Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website: www.uil.limited.
Terms used and not defined in this announcement bear the meaning given to them in the prospectus published on 18 March 2021.
Name of contact and telephone number for enquiries:
ICM Investment Management Limited
Charles Jillings / Alastair Moreton +44(0) 1372 271486
Rose Ramsden / Hugo Masefield +44(0) 20 7408 4090