14 April 2021
(LEI Number: 213800CTZ7TEIE7YM468)
UIL FINANCE LIMITED
(LEI Number: 213800JPJWZ5P3QJX538)
UIL Limited ("UIL" or the "Company")
UIL Finance Limited ("UIL Finance")
Result of Rollover Offer
On 18 March 2021, UIL Finance Limited, a wholly owned subsidiary of UIL Limited, published a prospectus, as amended by the Supplementary Prospectus published on 25 March 2021, containing, inter alia, details of the following proposals:
· a rollover offer of 2022 ZDP Shares into 2028 ZDP Shares (the "Rollover Offer");
· a 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
· a placing programme of up to 25 million 2028 ZDP Shares (less the number of 2028 ZDP Shares arising pursuant to the Rollover Offer and issued pursuant to the Initial Issue) (the "Placing Programme").
Further to the Rollover Offer, valid elections were received from Eligible Shareholders by the Closing Date in respect of a total of 11,791,350 2022 ZDP Shares (representing approximately 23.6 per cent. of the total number of 2022 ZDP Shares in issue). Subject to the results of the Initial Issue, the satisfaction of the conditions of the Rollover Offer and any scaling back required, up to 16,213,080 new 2028 ZDP Shares will be issued, on the basis of each 2022 ZDP Share converting into 1.375 new 2028 ZDP Shares.
UIL Finance is proposing to issue up to 8,786,920 new 2028 ZDP Shares pursuant to the Initial Placing, the Intermediaries Offer and the Offer for Subscription. Shore Capital Stockbrokers Limited has agreed under the Placing Agreement to use its reasonable endeavours to procure placees for the 2028 ZDP Shares at the Issue Price.
Orders under the Placing and completed application forms in relation to the Intermediaries Offer must be received by Shore Capital by 11.00 a.m. on 20 April 2021. Completed application forms in relation to the Offer for Subscription must be received by Computershare by 11:00am on 20 April 2021. If the Initial Issue is extended, the revised timetable will be notified via a Regulatory Information Service.
It is expected that the results of the Initial Issue will be announced on or around 21 April 2021.
Admission and dealings
Application has been made for the 2028 ZDP Shares to be admitted to the Official List and to trading on the London Stock Exchange. Dealings are expected to commence at 8.00 a.m. on 23 April 2021. It is anticipated that CREST accounts will be credited (where applicable) on the same day and the 2028 ZDP Shares will trade using the ticker UTLI and ISIN BMG916101576. New share certificates in respect of the 2028 ZDP Shares and any balancing share certificates in respect of 2022 ZDP Shares will be issued as soon as practicable following Admission.
Terms used and not defined in this announcement bear the meaning given to them in the Prospectus dated 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 +44(0) 20 7408 4090
Matthew Kinkead +44(0) 20 7601 6626
Fiona Conroy +44(0) 20 7601 6128