23 Mar 2018 16:01
23 March 2018
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR ACQUIRE ANY TRANSFERABLE SECURITIES (AS DEFINED IN SCHEDULE 11A OF THE FINANCIAL SERVICES AND MARKETS ACT 2000), NOR SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND WHATSOEVER. POTENTIAL INVESTORS SHOULD READ THE RELEVANT PROSPECTUS (WHICH HAS BEEN PUBLISHED FOLLOWING APPROVAL BY THE UK LISTING AUTHORITY) CAREFULLY BEFORE ANY INVESTMENT DECISION IS MADE.
UIL LIMITED
(LEI Number: 213800CTZ7TEIE7YM468)
UIL Limited ("UIL" or the "Company")UIL Finance Limited ("UIL Finance")together the "Group"
Publication of Prospectus
The Group announces that it has today published a prospectus, which has been approved by the UK Listing Authority (the "Prospectus"), in connection with the placing, intermediaries offer and offer for subscription of up to 25 million 2026 ZDP Shares and a placing programme of up to 25 million 2026 ZDP Shares (less than the number of 2026 ZDP Shares issued pursuant to the Initial Issue).
The UIL Finance Directors and the UIL Directors believe that, given the current economic environment, it is an appropriate time to raise additional capital through the issue of a new class of 2026 ZDP Shares. The net proceeds of the proposed issue will be advanced to UIL pursuant to the Subscription Agreement and will be used by UIL to reduce the bank borrowings of the Group.
UIL Finance intends to issue up to 25 million 2026 ZDP Shares pursuant to the Initial Issue, comprising the Initial Placing, the Intermediaries Offer and the Offer for Subscription. In addition, up to 25 million 2026 ZDP Shares (less the number of 2026 ZDP Shares issued pursuant to the Initial Issue) may also be issued pursuant to one or more Placings under the Placing Programme.
Applications will be made to the UK Listing Authority for the 2026 ZDP Shares issued and to be issued pursuant to the Initial Issue or any Placing under the Placing Programme to be admitted to the standard listing segment of the Official List and to the London Stock Exchange for such 2026 ZDP Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.
It is expected that Initial Admission will become effective and that dealings in the 2026 ZDP Shares issued pursuant to the Initial Issue, fully paid, will commence at 8.00 a.m. on 26 April 2018.
It is expected that Admission of any further 2026 ZDP Shares issued pursuant to the Placing Programme will become effective, and that dealings in such 2026 ZDP Shares will commence, during the period from 27 April 2018 to 22 March 2019.
A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM 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 to be published today.
Issue Statistics
2026 ZDP Share issue price and Initial Issue Price | 100p |
Initial Capital Entitlement per 2026 ZDP Share | 100p |
Final Capital Entitlement per 2026 ZDP Share | 151.50p |
Gross Redemption Yield at 2026 ZDP Share Initial Issue Price | 5.00% |
2026 ZDP Cover following the Initial Issue* | 1.60x |
Maximum size of the Initial Issue | 25 million 2026 ZDP Shares |
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Placing Programme statistics |
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Maximum number of 2026 ZDP Shares to be issued pursuant to the Placing Programme | 25 million (less the number of 2026 ZDP Shares issued pursuant to the Initial Issue) |
Placing Programme Price per 2026 ZDP Share | not less than the Accrued Capital Entitlement of the 2026 ZDP Shares at the time of allotment** |
* Assuming that 25 million 2026 ZDP Shares are issued pursuant to the Initial Issue
** The maximum Placing Programme Price will be equal to the best offer price of the 2026 ZDP Shares at the time the proposed issue is announced.
Expected Timetable
Initial Issue |
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Initial Placing, Intermediaries Offer and Offer for Subscription opens | 23 March 2018 |
Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer | 11.00 a.m. on23 April 2018 |
Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription | 11.00 a.m. on23 April 2018 |
Latest time and date for receipt of commitments under the Initial Placing | 11.00 a.m. on23 April 2018 |
Publication of results of the Initial Placing, Intermediaries Offer and Offer for Subscription | 24 April 2018 |
Admission and dealings in 2026 ZDP Shares issued pursuant to the Initial Issue commence | 8.00 a.m. on26 April 2018 |
CREST accounts credited in respect of Depositary Interests in respect of 2026 ZDP Shares issued in uncertificated form pursuant to the Initial Issue | 26 April 2018 |
Share certificates in respect of 2026 ZDP Shares issued pursuant to the Initial Issue in certificated form despatched by post * | 3 May 2018 |
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Placing Programme |
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Placing Programme opens | 27 April 2018 |
Latest date for issuing 2026 ZDP Shares under the Placing Programme | 22 March 2019 |
* Underlying Applicants who apply to Intermediaries for 2026 ZDP Shares under the Intermediaries Offer will not receive share certificates.
Notes:
1) All references to times in this document are to London times.
2) All times and dates in the Expected Timetable and in this document generally may be subject to adjustment. Any changes to the Expected Timetable set out above will be notified by publication of a notice through an RIS.
For further information please contact:
ICM Investment Management Limited 01372 271486
Charles Jillings / Alastair Moreton
Stockdale Securities Limited 020 7601 6115
Robert Finlay / Rose Ramsden
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer"(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the 2026 ZDP Shares have been subject to a product approval process, which has determined that such 2026 ZDP Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the 2026 ZDP Shares may decline and investors could lose all or part of their investment; the 2026 ZDP Shares offer no guaranteed income and no capital protection; and an investment in the 2026 ZDP Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Issue and for the Placing Programme.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the 2026 ZDP Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the 2026 ZDP Shares and determining appropriate distribution channels.