REG - UIL Limited UIL Finance Ltd - Annual Financial Report
30/09/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250930:nRSd3067Ba&default-theme=true
RNS Number : 3067B UIL Limited 29 September 2025
Date: 29 September 2025
Contact: Charles Jillings
ICM Investment
Management Limited
01372 271 486
UIL LIMITED
ANNUAL FINANCIAL REPORT
for the year to 30 June 2025
UIL Limited ("UIL" or the "Company") today announced its audited financial
results for the year to 30 June 2025.
FINANCIAL HIGHLIGHTS
· Revenue earnings per ordinary share of 11.91p (2024: 10.15p)
· Dividends per ordinary share of 8.00p (2024: 8.00p)
· Net asset value ("NAV") total return per ordinary share* of 14.7%
(2024: -15.3%)
· Share price total return per ordinary share* of 22.5% (2024: -24.8%)
· NAV discount* as at 30 June 2025 of 34.2% (2024: 36.9%)
· Gearing* 48.5% (2024: 73.6%)
*See Alternate Performance Measures on pages 101 to 103 of the Report and
Accounts
Extract from the Chairman Statement:
"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.
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."
The Report & Accounts for the year ended 30 June 2025 will be posted to
shareholders in early October 2025. A copy will shortly be available to view
and download from the Company's website at www.uil.limited
(http://www.uil.limited) and the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . Please click on the
following link to view the document:
http://www.rns-pdf.londonstockexchange.com/rns/3067B_1-2025-9-29.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3067B_1-2025-9-29.pdf)
GROUP PERFORMANCE SUMMARY
30 June 30 June % change
2025 2024 2025/24
NAV total return per ordinary share1 (for the year) (%) 14.7 (15.3) n/a
Share price total return per ordinary share1 (for the year) (%) 22.5 (24.8) n/a
Annual compound NAV total return1 (since inception2) (%) 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
Discount1 (%) 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 8.003 8.00 0.0
FTSE All-Share total return Index 10,815 9,729 11.2
Equity holders' funds (£m)
Gross assets1 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 figure1 2.8 2.8 n/a
Gearing1 48.5 73.6 n/a
(1) See Alternate Performance Measures on pages 101 to 103 of the Report and
Accounts
(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 has not been included as
a liability in the accounts
CHAIRMAN'S STATEMENT
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.
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.
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.
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
INVESTMENT MANAGERS' REPORT
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.
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
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.
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.
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.
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.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
in respect of the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report and the Group
and parent Company Accounts in accordance with applicable law and regulations.
The Directors are required to prepare Group and parent Company financial
statements for each financial year. They have elected to prepare the Group
financial statements in accordance with IFRS Accounting Standards and
applicable law and have elected to prepare the parent Company financial
statements on the same basis.
The Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the
Group and parent Company and of their profit or loss for that period. In
preparing each of the Group and parent Company financial statements, the
Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable, relevant and
reliable;
· state whether they have been prepared in accordance with
applicable accounting standards;
· assess the Group and parent Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern;
and
· use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to cease operations, or
have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the parent
Company and enable them to ensure that its financial statements comply with
the Companies Act 1981 of Bermuda. They are responsible for such internal
controls as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or
error, and have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
The Directors have decided to prepare voluntarily a Directors' Remuneration
Report in accordance with Schedule 8 to The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 made under the UK Companies
Act 2006, as if those requirements applied to the Company. The Directors have
also decided to prepare voluntarily a Corporate Governance Statement under the
UK Corporate Governance Code as if the Company were required to comply with
the Listing Rules of the Financial Conduct Authority applicable to UK
companies admitted to listing in the closed-ended investment funds category of
the Official List.
In accordance with Disclosure Guidance and Transparency Rule 4.1.15R, the
financial statements will form part of the annual financial report prepared
using the single electronic reporting format under the TD ESEF Regulation. The
auditor's report on these financial statements provides no assurance over the
ESEF format.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK and Bermuda governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL
REPORT
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and
the undertakings included in the consolidation taken as a whole; and
· the Strategic Report and Directors' Report include a fair review
of the development and performance of the business and the position of the
Company, and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they
face.
We consider the annual report and accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy.
Approved by the Board and signed on its behalf by:
Stuart Bridges
Chairman
29 September 2025
GROUP INCOME STATEMENT
for the year to 30 June 2025 2024
Revenue Capital Total Revenue Capital Total
return return return return return return
£'000s £'000s £'000s £'000s £'000s £'000s
Gains/(losses) on investments - 13,620 13,620 - (28,212) (28,212)
Gains/(losses) on derivative financial instruments - 178 178 - (35) (35)
Foreign exchange gains/(losses) - 407 407 - (73) (73)
Investment and other income 13,643 - 13,643 12,227 - 12,227
Total income/(loss) 13,643 14,205 27,848 12,227 (28,320) (16,093)
Income not receivable (246) - (246) - - -
Management and administration fees (507) - (507) (565) - (565)
Other expenses (866) (2) (868) (906) (2) (908)
Profit/(loss) before finance costs 12,024 14,203 26,227 10,756 (28,322) (17,566)
Finance costs (1,241) (4,086) (5,327) (2,242) (5,207) (7,449)
Profit/(loss) for the year 10,783 10,117 20,900 8,514 (33,529) (25,015)
Earnings per ordinary share - pence 11.91 11.18 23.09 10.15 (39.99) (29.84)
The Group does not have any income or expense that is not included in the
profit/(loss) for the year and therefore the profit/(loss) for the year is
also the total comprehensive income for the year, as defined in International
Accounting Standard 1 (revised).
All items in the above statement derive from continuing operations.
All income is attributable to the equity holders of the Company. There are no
minority interests.
COMPANY INCOME STATEMENT
for the year to 30 June 2025 2024
Revenue Capital Total Revenue Capital Total
return return return return return return
£'000s £'000s £'000s £'000s £'000s £'000s
Gains/(losses) on investments - 14,214 14,214 - (28,131) (28,131)
Gains/(losses) on derivative financial instruments - 178 178 - (35) (35)
Foreign exchange gains/(losses) - 407 407 - (73) (73)
Investment and other income 13,643 - 13,643 12,227 - 12,227
Total income/(loss) 13,643 14,799 28,442 12,227 (28,239) (16,012)
Income not receivable (246) - (246) - - -
Management and administration fees (507) - (507) (565) - (565)
Other expenses (866) (2) (868) (906) (2) (908)
Profit/(loss) before finance costs 12,024 14,797 26,821 10,756 (28,241) (17,485)
Finance costs (1,241) (4,337) (5,578) (2,242) (5,393) (7,635)
Profit/(loss) for the year 10,783 10,460 21,243 8,514 (33,634) (25,120)
Earnings per ordinary share - pence 11.91 11.56 23.47 10.15 (40.11) (29.96)
The Company does not have any income or expense that is not included in the
profit/(loss) for the year and therefore the profit/(loss) for the year is
also the total comprehensive income for the year, as defined in International
Accounting Standard 1 (revised).
All items in the above statement derive from continuing operations.
All income is attributable to the equity holders of the Company.
GROUP STATEMENT OF CHANGES IN EQUITY
for the year to 30 June 2025
Ordinary Share
share premium Special Capital Revenue
capital account reserve reserves reserve Total
£'000s £'000s £'000s £'000s £'000s £'000s
Balance as at 30 June 2024 8,384 37,874 233,866 (157,807) 15,218 137,535
Profit for the year - - - 10,117 10,783 20,900
Ordinary dividends paid - - - - (7,077) (7,077)
Shares issued by the Company 950 14,853 - - - 15,803
Shares purchased by the
Company and cancelled (45) (469) - - - (514)
Balance as at 30 June 2025 9,289 52,258 233,866 (147,690) 18,924 166,647
for the year to 30 June 2024
Ordinary Share
share premium Special Capital Revenue
capital account reserve reserves reserve Total
£'000s £'000s £'000s £'000s £'000s £'000s
Balance as at 30 June 2023 8,384 37,874 233,866 (124,278) 11,735 167,581
(Loss)/profit for the year - - - (33,529) 8,514 (25,015)
Ordinary dividends paid - - - - (5,031) (5,031)
Balance as at 30 June 2024 8,384 37,874 233,866 (157,807) 15,218 137,535
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year to 30 June 2025
Ordinary Share
share premium Special Capital Revenue
capital account reserve reserves reserve Total
£'000s £'000s £'000s £'000s £'000s £'000s
Balance as at 30 June 2024 8,384 37,874 233,866 (158,415) 15,218 136,927
Profit for the year - - - 10,460 10,783 21,243
Ordinary dividends paid - - - - (7,077) (7,077)
Shares issued by the Company 950 14,853 - - - 15,803
Shares purchased by the
Company and cancelled (45) (469) - - - (514)
Balance as at 30 June 2025 9,289 52,258 233,866 (147,955) 18,924 166,382
for the year to 30 June 2024
Ordinary Share
share premium Special Capital Revenue
capital account reserve reserves reserve Total
£'000s £'000s £'000s £'000s £'000s £'000s
Balance as at 30 June 2023 8,384 37,874 233,866 (124,781) 11,735 167,078
(Loss)/profit for the year - - - (33,634) 8,514 (25,120)
Ordinary dividends paid - - - - (5,031) (5,031)
Balance as at 30 June 2024 8,384 37,874 233,866 (158,415) 15,218 136,927
STATEMENTS OF FINANCIAL POSITION
Group Company
as at 30 June 2025 2024 2025 2024
£'000s £'000s £'000s £'000s
Non-current assets
Investments 248,201 238,822 252,199 242,033
Current assets
Other receivables 34 296 34 296
Cash and cash equivalents 953 1,485 953 1,485
987 1,781 987 1,781
Current liabilities
Loans (19,525) (2,850) (19,525) (2,850)
Other payables (832) (422) (832) (41,200)
Zero dividend preference shares - (40,778) - -
(20,357) (44,050) (20,357) (44,050)
Net current liabilities (19,370) (42,269) (19,370) (42,269)
Total assets less current liabilities 228,831 196,553 232,829 199,764
Non-current liabilities
Other payables - - (66,447) (62,837)
Zero dividend preference shares (62,184) (59,018) - -
Net assets 166,647 137,535 166,382 136,927
Equity attributable to equity holders
Ordinary share capital 9,289 8,384 9,289 8,384
Share premium account 52,258 37,874 52,258 37,874
Special reserve 233,866 233,866 233,866 233,866
Capital reserves (147,690) (157,807) (147,955) (158,415)
Revenue reserve 18,924 15,218 18,924 15,218
Total attributable to equity holders 166,647 137,535 166,382 136,927
Net asset value per ordinary share - pence 179.41 164.04 179.12 163.31
STATEMENTS OF CASH FLOWS
Group Company
for the year to 30 June 2025 2024 2025 2024
£'000s £'000s £'000s £'000s
Profit/(loss) before taxation 20,900 (25,015) 21,243 (25,120)
Deduct investment income - dividends (13,588) (11,869) (13,588) (11,869)
Deduct investment income - interest (40) (348) (40) (348)
Deduct bank interest (15) (10) (15) (10)
Add back bank interest charged 1,241 2,242 1,241 2,242
Add back (gains)/losses on investments (13,620) 28,212 (14,214) 28,131
Add back (gains)/losses on derivative financial instruments (178) 35 (178) 35
Add back foreign exchange (gains)/losses (407) 73 (407) 73
Add back income not receivable 246 - 246 -
Increase in other debtors (5) (2) (5) (2)
Decrease in creditors (66) (6) (66) (6)
Add back ZDP shares finance costs 4,086 5,207 - -
Add back intra-group loan account finance costs - - 4,337 5,393
Net cash outflow from operating activities
before dividends and interest (1,446) (1,481) (1,446) (1,481)
Dividends received 13,588 11,869 13,588 11,869
Investment income - interest received 61 117 61 117
Bank interest received 15 10 15 10
Interest paid (524) (2,836) (524) (2,836)
Cash flows from operating activities 11,694 7,679 11,694 7,679
Investing activities:
Purchases of investments (12,565) (10,130) (12,758) (10,130)
Sales of investments 24,786 48,071 24,786 48,071
Net settlement of derivatives 178 75 178 75
Cash flows from investing activities 12,399 38,016 12,206 38,016
Financing activities:
Equity dividends paid (5,707) (5,031) (5,707) (5,031)
Drawdowns of loans 37,594 9,814 37,594 9,814
Repayment of loans (14,265) (46,336) (14,265) (46,336)
Cash flows from redemption of ZDP shares (41,698) - - -
Cash flows from repayment of intra-group loan account - - (41,505) -
Cost of issue of shares (26) - (26) -
Cash paid for ordinary shares purchased for cancellation (514) - (514) -
Cash flows from financing activities (24,616) (41,553) (24,423) (41,553)
Net (decrease)/increase in cash and cash equivalents (523) 4,142 (523) 4,142
Cash and cash equivalents at the beginning of the year 1,485 (2,638) 1,485 (2,638)
Effect of movement in foreign exchange (9) (19) (9) (19)
Cash and cash equivalents at the end of the year 953 1,485 953 1,485
NOTES
1. DIVIDENDS
The Directors declared a third quarterly dividend in respect of the year ended
30 June 2025 of 2.00p per share, paid on 29 August 2025 to all ordinary
shareholders on the register at close of business on 8 August 2025. The total
cost of the dividend, which has not been accrued in the results for the year
to 30 June 2025, is £1,850,000 based on 92,489,547 ordinary shares in issue.
The Directors declared a fourth quarterly dividend in respect of the year
ended 30 June 2025 of 2.00p per share payable on 24 October 2025 to all
ordinary shareholders on the register at close of business on 3 October 2025.
The total cost of the dividend, which has not been accrued in the results for
the year to 30 June 2025, is £1,848,000 based on 92,378,602 ordinary shares
in issue as at 26 September 2025, being the latest practicable date prior to
finalising this report.
2. RELATED PARTY TRANSACTIONS
The following are considered related parties of UIL in the year ended 30 June
2025:
Ultimate parent undertaking:
UIL's majority shareholder General Provincial Life Pension Fund Limited
("GPLPF") holds 78.8% of UIL's shares (2024: GPLPF held 65.4% and Union Mutual
Pension Fund Limited ("UMPF") held 10.2% of UIL's shares, UMPF merged with
GPLPF in the year). The ultimate parent undertaking of GPLPF is Somers Isles
Private Trust Company Limited as referred to in note 26 in the Report and
Accounts.
Subsidiaries of UIL:
Carebook Technologies Inc ("Carebook"), Coldharbour Technology Limited
("Coldharbour"), Energy Holdings Ltd, Northbrook Resources Limited, West
Hamilton Holdings Limited ("West Hamilton"), Zeta Minerals Limited ("Zeta
Minerals") and Zeta Resources Limited ("Zeta Resources"). On consolidation,
transactions between the Company and UIL Finance Limited ("UIL Finance") have
been eliminated.
Joint ventures of UIL
Allectus Capital Limited ("Allectus Capital") and Allectus Quantum Holdings
Limited ("Allectus Quantum").
Associated undertakings:
DTI Group Ltd ("DTI"), Gumtree Australia Markets Limited, Novareum Blockchain
Asset Fund Ltd ("Novareum"), Orbital Corporation Limited ("Orbital"), Resimac
Group Limited ("Resimac"), Serkel Solutions Pty Ltd ("Serkel"), SmileStyler
Solutions Pty Ltd ("Smilestyler"), Somers Limited ("Somers") and SportEngaged.
Subsidiaries of the above subsidiaries and associated undertakings:
Allectus Quantum: Allectus Quantum Ltd.
Resimac: Access Home Loans Pty Ltd, Auspak Financial Services Pty Ltd, FAI
First Mortgage Pty Ltd, Independent Mortgage Corporation Pty Ltd, Resimac Est
Pty Ltd, Resimac Financial Securities Limited ("Resimac Financial") and
Resimac Limited.
Somers: Dfinitive Capital Limited, PCF Group plc, Resimac Group Limited,
Somers Pte Ltd, Somers UK (Holdings) Limited, Thorn Group Ltd and W1M Limited.
Zeta Minerals: Kumarina
Zeta Resources: Horizon Gold Limited, Panoramic Resources Limited, Pan Pacific
Petroleum Pty Ltd ("PPP") and Zeta Energy Pte Ltd.
Key management entities and persons:
ICM and ICMIM and the board of directors of ICM, Alasdair Younie, Charles
Jillings, Duncan Saville and of ICMIM, Charles Jillings and Sandra Pope. ICM
Corporate Services (Pty) Ltd is a wholly owned subsidiary of ICM.
Persons exercising control of UIL:
The Board of UIL.
Companies controlled by key management persons:
Mitre Investments Limited and Permanent Mutual Limited ("PML").
The following transactions were carried out during the year to 30 June 2025
between the Company and its related parties above:
UIL Finance
Loans from UIL Finance to UIL of £103.6m as at 30 June 2024 decreased by
£37.2m, to £66.4m as at 30 June 2025. The loans are repayable on any ZDP
share repayment date.
Subsidiaries
Carebook: On 2 January 2025, UIL entered into an arrangement agreement
pursuant to which UIL would acquire all the shares in the capital of Carebook,
other than those shares already owned by UIL or Permanent Mutual Limited for
CAD 0.10 per share. On 20 February 2025, UIL paid CAD 4.2m to purchase these
shares, resulting in UIL owning 87.8% of the shares of Carebook. The shares of
Carebook were subsequently delisted from the Canadian Stock Exchange.
Pursuant to a loan agreement dated 22 December 2021, the balance of the loan
and interest outstanding as at 30 June 2024 was £0.6m (CAD 1.0m). UIL
received interest of £62k (CAD 109k) in the year. The balance of the loan as
at 30 June 2025 was £0.6m (CAD 1.0m).
Pursuant to a loan agreement dated 15 December 2022, the balance of the loan
and interest outstanding as at 30 June 2024 was £0.9m (CAD 1.5m). The balance
of the loan as at 30 June 2025 was £0.7m (CAD 1.3m).
Pursuant to a convertible loan agreement dated 5 December 2023, the balance of
the loan and interest outstanding as at 30 June 2024 was £1.3m (CAD 2.2m).
The balance of the loan as at 30 June 2025 was £1.1m (CAD 2.0m).
Subsequently to UIL owning 87.8% of the share capital of Carebook, interest on
all three loans was amended to nil% per annum and all outstanding interest on
the loans due to UIL of £0.3m (CAD 0.5m) was cancelled.
Pursuant to a promissory note agreement dated 23 June 2025, UIL agreed to lend
monies to Carebook up to £1.1m (CAD 2.0m). UIL advanced to Carebook £0.3m
(CAD 0.5m) and as at 30 June 2025 the balance of the loan was £0.3m (CAD
0.5m). The promissory note does not bear interest.
UIL has made available a £1.0m (AUD 2.0m) loan facility to Carebook.
Coldharbour: There were no transactions during the year.
Energy Holdings Ltd: UIL paid fees of £0.2m incurred by Energy Holdings Ltd.
Northbrook Resources Ltd: There were no transactions during the year.
West Hamilton: West Hamilton made a dividend distribution of £0.2m to UIL
during the year (2024: a capital distribution of £8.3m and a dividend
distribution of £0.7m).
Zeta Minerals: On 1 April 2025, Zeta Minerals issued 1000 ordinary shares to
UIL for £5.7m and see Zeta Resources below.
Zeta Resources: On 10 October 2024 UIL entered into a sale and purchase
agreement with General Provincial Life Pension Fund Limited ("GPLPF") to
acquire all the 187,572,396 ordinary shares in Zeta Resources held by GPLPF.
GPLPF's Zeta Resources shares were valued at £28.7m and the consideration was
satisfied through the transfer to GPLPF of UIL's investment in Allectus
Capital valued at £12.9m and the issue to GPLPF of 9,504,199 new UIL ordinary
shares at £1.6655 each, £15.8m.
On 11 October 2024 UIL compulsory acquired the minority shareholders of Zeta
Resources for £4.0m making UIL the 100% shareholder of Zeta Resources.
On 17 October 2024 Zeta Resources made a capital distribution of £20.7m and a
dividend distribution of £11.0m to UIL.
On 16 September 2024 Zeta Resources provided to UIL a USD6.0m loan facility,
see below for loans drawn. On 9 December 2024, Zeta Resources purchased from
UIL and cancelled 43,909,447 Zeta Resources ordinary shares for £4.7m to
repay the loan drawn by UIL.
On 11 December 2024, Zeta Resources sold to UIL, 100 ordinary shares in Zeta
Minerals for £100.
On 1 April 2025, Zeta Resources sold to UIL, loans made from Zeta Resources to
Kumarina Resources Pty Ltd ("Kumarina") of £4.1m (AUD 8.5m) and made a
capital dividend distribution to UIL of £9.7m. On 1 April 2025 Zeta Resources
sold to Zeta Minerals the shareholding of Kumarina for £5.5m (AUD 11.3m).
Pursuant to loan agreements dated 1 September 2016 (AUD loan) and 12 September
2024 (USD loan), under which UIL agreed to loan monies to Zeta Resources, in
the year UIL advanced to Zeta Resources loans of £1.0m (AUD 2.1m) and £2.0m
(USD 2.7m). As at 30 June 2025, the balances of the loans outstanding were
£1.0m (AUD 2.1m) and £2.0m (USD 2.7m). The loans bear interest at an annual
rate of nil%.
Joint Ventures of UIL
Allectus Capital: Pursuant to a loan agreement dated 1 September 2016, under
which UIL agreed to loan monies to Allectus Capital, the balance of the loan
as at 30 June 2024 was £2.5m (USD 3.2m), UIL advanced to Allectus Capital a
loan of £0.7m (USD 0.9m) and Allectus Capital repaid £1.0m (USD 1.2m) in the
year. UIL sold the shareholding and the loan balance advanced to Allectus
Capital to GPLPF via the sale and purchase agreement between UIL and GPLPF
(see transactions with Zeta Resources above).
Allectus Quantum: UIL paid fees of £5k incurred by Allectus Quantum.
Associated undertakings
DTI: In the year UIL took up the rights issue of DTI Group, purchasing
103,193,989 shares at a cost of £0.3m and oversubscribed for additional
shares taking up 26,823,375 DTI Group shares at a cost of £0.1m.
Gumtree Australia Markets Limited: There were no transactions during the year.
Novareum: There were no transactions during the year.
Orbital: In the year UIL took up the rights issue of Orbital, purchasing
5,274,900 shares at a cost of £0.3m and underwrote the rights issue taking up
3,370,061 Orbital shares at a cost of £0.2m.
Resimac: See below relating to loans UIL received from Resimac in the year.
UIL received in the year £1.2m in dividends from Resimac. On 23 June 2025
Resimac also paid a capital distribution to its shareholders of AUD 0.12 per
share, UIL received £2.1m.
Serkel: There were no transactions during the year.
SmileStyler: There were no transactions during the year.
Somers: See below relating to loans UIL received from Somers.
On 26 November 2024 Somers purchased from UIL and cancelled 101,550 Somers
shares for £1.1m to partially repay the GBP loan by UIL.
On 4 March 2025, Somers purchased from UIL and cancelled 479,273 Somers shares
for £5.2m to repay fully the GBP loan of £2.2m, the AUD loan of £2.7m (AUD
5.6m) and pay the interest due on the loans of £0.3m.
The share prices of each buyback of Somers were calculated based on the NAV
per share of Somers at the time of each buy back.
SportEngaged Ltd: There were no transactions during the year.
Subsidiaries of the above subsidiaries and associated undertakings
Pursuant to a loan agreement dated 26 February 2025, under which UIL agreed to
loan monies to Kumarina, in the year UIL advanced to Kumarina loans of £0.9m
(AUD 1.8m), purchased from Zeta Resources a loan made to Kumarina of £4.1m
(AUD 8.5m) and Kumarina repaid £2.3m (AUD 4.8m). As at 30 June 2025, the
balance of the loan outstanding was £2.6m (AUD 5.5m). The loan bears interest
at an annual rate of nil%.
Pursuant to a loan agreement dated 20 June 2025, under which UIL agreed to
loan monies to PPP, in the year UIL advanced to PPP loans of £5.3m (AUD
11.1m) and PPP repaid £0.4m (AUD 0.7m). As at 30 June 2025, the balance of
the loan outstanding was £4.9m (AUD 10.3m). The loan bears interest at an
annual rate of nil%
Except for the above there were no transactions during the year to 30 June
2025 with any of the subsidiaries of the above subsidiaries and associated
undertakings.
Key management entities and persons
ICM and ICMIM are joint portfolio managers of UIL. Other than investment
management fees, secretarial costs and performance fees as set out in note 5,
and reimbursed expenses of £17,000, there were no other transactions with ICM
or ICMIM or ICM Corporate Services (Pty) Ltd. At the year end £103,000
remained outstanding to ICM and ICMIM in respect of management and company
secretarial fees and £nil in respect of performance fees.
Mr Younie is a director of PML, Somers and West Hamilton.
Mr Jillings is a director of Allectus Capital, PML, Somers, ICM Mobility Group
Limited and W1M. Mr Jillings received dividends from UIL of £45,000.
Mr Saville is a director of Allectus Capital, GPLPF, PML, Resimac, West
Hamilton, Somers, ICM Mobility Group Limited and Zeta Resources.
There were no other transactions in the year with Alasdair Younie, Charles
Jillings, Duncan Saville and Sandra Pope and UIL.
The Board
Fees paid to Directors were: Chairman £53,550 per annum; Chairman of Audit
& Risk Committee £51,150 per annum and Directors £39,630 per annum. The
Board received aggregate remuneration of £184,000 for services as Directors.
As at 30 June 2025, £nil remained outstanding to the Directors. In addition
to their fees, the Directors received dividends totalling £52,000 during the
year. In aggregate the Directors held 739,302 ordinary shares of the Company
as at 30 June 2025. There were no other transactions in the year with the
Board and UIL.
Ultimate parent undertaking and companies controlled by key management
persons:
GPLPF received dividends of £5,110,000 from UIL, UMPF received dividends of
£341,000 from UIL, Mitre Investments Limited received dividends of £200,000
from UIL and PML received dividends of £2,000 from UIL.
GPLPF: See above for transactions of the sale and purchase agreement with Zeta
Resources and below for the loan facility provided to UIL by GPLPF.
In March 2024 UMPF provided a £5.0m loan facility to UIL and at 30 June 2024
UIL had drawn £2.9m. In the year UIL repaid the £2.9m and paid interest of
£0.1m, see below for details.
There were no other transactions between companies controlled by key
management and UIL during the year to 30 June 2025.
Loans to UIL by related parties
In March 2024 UMPF provided a £5.0m loan facility to UIL and as at 30 June
2024 UIL had drawn £2.9m. In August 2024 UIL repaid the £2.9m loan. Loan
interest was at an annual rate of 8.3% and UIL paid interest of £0.1m to UMPF
during the year.
On 9 October 2024 GPLPF provided a £5.0m loan facility to UIL maturing on 31
October 2025. The amount of the loan facility was increased in the year and on
18 June 2025 it was further increased to £24.0m. As at 30 June 2025, UIL has
drawn £19.5m. The loan bears interest at an annual rate of 10.5%. See above
for transactions of the sale and purchase agreement with Zeta Resources.
On 5 August 2024 Somers provided a £2.85m loan facility maturing on 30
November 2024 and in November 2024, the loan was extended to 31 March 2025. In
August 2024 UIL drew £2.85m and in November 2024 UIL repaid £1.1m. In
January 2025, UIL drew a further £0.5m. In March 2025 the loan was fully
repaid (see transactions with Somers above). The loan bears interest at an
annual rate of 7.0%.
On 9 October 2024 Somers provided an £8.9m (AUD 17.4m) loan facility to UIL
maturing on 31 October 2025. In October 2024 UIL drew £7.7m (AUD 15.1m) and
in December 2024 UIL repaid £4.8m (AUD 9.5m). On 4 March 2025 the loan
balance of £2.7m (AUD 5.6m) was fully repaid (see transactions with Somers
above). The loan bears interest at an annual rate of 10.5%.
On 10 December 2024, Resimac provided to UIL a £5.6m (AUD 11.0m) loan
maturing on 31 March 2025. On 1 March 2025, the loan was novated to Pan
Pacific Petroleum Pty Ltd ("PPP") (see transactions with PPP above) and UIL
became the guarantor of the original borrower. Resimac extended the repayment
date of the loan to 25 June 2025 and PPP repaid the loan in June 2025. The
loan interest was at an annual rate of 10.0% and UIL paid interest of £0.1m
(AUD 0.2m).
On 4 February 2025, Resimac Financial, a subsidiary of Resimac, provided to
UIL a £4.6m (NZD 10.0m) loan maturing on 31 May 2025. Resimac Financial
extended the repayment date of the loan to 25 June 2025 and UIL repaid the
loan in June 2025. Interest charged on the loan was at an annual rate of
10.35% and UIL paid interest of £0.1m (NZD 0.2m).
On 16 September 2024 Zeta Resources provided a loan facility of £4.6m (USD
6.0m) to UIL maturing on 31 December 2024. On 17 September 2024 UIL drew
£4.6m (USD 6.0m) and fully repaid the loan on 9 December 2024. The interest
rate was 7.0% per annum and UIL paid £0.1m (USD 0.1m) interest to Zeta
Resources.
3. RESULTS
This statement was approved by the Board on 29 September 2025. The financial
information set out above does not constitute the Group's or Company's
statutory accounts for the years ended 30 June 2025 or 2024 but is derived
from those accounts. The auditor has reported on those accounts; their reports
were (i) unqualified and (ii) did not include a reference to any matters to
which the auditor drew attention by way of emphasis without qualifying their
report.
Annual General Meeting Arrangements
The Annual General Meeting ("AGM") of the Company will be held at its
registered office, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
on Tuesday, 4 November 2025 at 5.00pm (local time) and notice is set out at
the end of the Report & Accounts.
Legal Entity Identifier: 213800CTZ7TEIE7YM468
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR BKLLLEKLLBBVRecent news on UIL
See all newsREG - UIL Limited UIL Finance Ltd - Transaction in Own Shares & Total Voting Rights
AnnouncementREG - UIL Limited UIL Finance Ltd - Net Asset Value(s)
AnnouncementREG - UIL Limited UIL Finance Ltd - Result of AGM
AnnouncementREG - UIL Finance Ltd UIL Limited Utilico Limited 2014 UIL Finance - UTLG - Result of AGM
AnnouncementREG - UIL Limited UIL Finance Ltd - 2025 Share Liquidity Programme
Announcement