REG - UIL Limited UIL Finance Ltd - Half-year Financial Report
19/02/2026 07:00
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RNS Number : 5794T UIL Limited 19 February 2026
Date: 19 February 2026
Contact: Charles
Jillings
ICM Investment
Management Limited
01372 271
486
UIL LIMITED
UNAUDITED HALF-YEARLY FINANCIAL REPORT
FOR THE SIX MONTHS TO 31 DECEMBER 2025
UIL Limited ("UIL" or the "Company") today announced its unaudited financial
results for the six months to 31 December 2025.
FINANCIAL HIGHLIGHTS
· Revenue return per ordinary share 12.80p (13.27p)
· Dividends per ordinary share 4.00p (4.00p)
· Net asset value ("NAV") total return per ordinary share* of 29.8%
(9.3%)
· Share price total return per ordinary share* of 35.2% (10.3%)
· NAV discount* as at 31 December 2025 of 32.4% (37.1%)
· Gearing* 30.6% (44.9%)
Figures in brackets are 31 December 2024
* See Alternate Performance Measures in the Half-yearly financial report for
31 December 2025
The half-yearly report for the six months to 31 December 2025 will be posted
to shareholders in early March 2026. 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/5794T_1-2026-2-18.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/5794T_1-2026-2-18.pdf)
UNAUDITED GROUP PERFORMANCE SUMMARY
Half year Half year Annual % change
31 Dec 31 Dec 30 Jun Jun-Dec
2025 2024 2025 2025
NAV total return per ordinary share1
(for the period) (%) 29.8 9.3 14.7 n/a
Share price total return per ordinary share1
(for the period) (%) 35.2 10.3 22.5 n/a
Annual compound NAV total return1
(since inception2) (%) 8.0 6.8 6.9 n/a
NAV per ordinary share (pence) 226.44 174.99 179.41 26.2
Ordinary share price (pence) 153.00 110.00 118.00 29.7
Discount1 (%) 32.4 37.1 34.2 n/a
Returns and dividends (pence)
Revenue return per ordinary share 12.80 13.27 11.91 (3.5) 3
Capital return per ordinary share 39.20 1.79 11.18 2,089.93
Total return per ordinary share 52.00 15.06 23.09 245.33
Dividends per ordinary share 4.004 4.00 8.00 0.03
FTSE All-Share total return Index 12,295 9,913 10,815 13.7
Equity holders' funds (£m)
Gross assets1 268.8 236.6 248.3 8.3
Loans - 13.1 19.5 -
Zero Dividend Preference shares 64.0 60.5 62.2 2.9
Equity holders' funds 204.8 163.1 166.6 22.9
Revenue account (£m)
Income 13.3 12.6 13.6 5.63
Costs (management and other expenses) 0.8 0.7 1.6 14.33
Finance costs 0.7 0.3 1.2 133.33
Net income 11.8 11.7 10.8 0.93
Financial ratios of the Group (%)
Ongoing charges figure1 1.45 3.15 2.8 n/a
Gearing1 30.6 44.9 48.5 n/a
(1) See Alternative Performance Measures in the Half-yearly financial report
for 31 December 2025
(2) All performance data relating to periods prior to 20 June 2007 are in
respect of Utilico Investment Trust plc, UIL's predecessor
(3) Percentage change based on comparative six month period to 31 December
2024
(4) The second quarterly dividend of 2.00p has not been included as a
liability in the accounts
(5) For comparative purposes the figures have been annualised
CHAIRMAN'S STATEMENT
It is very pleasing to report UIL's NAV total return for the half year to 31
December 2025 was 29.8%. This performance is well ahead of the wider markets,
with the FTSE All Share total return Index up by 13.7%. UIL's annual compound
NAV total return since inception in 2003 strengthened significantly to 8.0%.
Since inception in August 2003, UIL has distributed £112.2m in dividends,
invested £41.6m in ordinary share buybacks and made net gains of £252.6m for
a total return of 460.4% (adjusted for the exercise of warrants and
convertibles).
FUTURE OF THE COMPANY
The proposals towards taking UIL private following the redemption of the 2028
zero dividend preference ("ZDP") shares, drawn up by both the Investment
Managers and the majority shareholder and fully supported by the Board, are
set out below:
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%, which started 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 previous financial year, UIL increased its holding in Zeta
Resources Limited ("Zeta Resources") to 100.0%, thereby simplifying the
Group's structure.
On 4 November 2025 UIL took a further significant step to simplify its
structure by selling its shareholding in Somers Limited ("Somers"). The shares
were sold in part to UIL's majority shareholder for consideration of £17.1m,
settled by the repayment of the loan balance from General Provincial Life
Pension Fund ("GPLPF") in full, and in part back to Somers for consideration
of £99.0m, settled by the transfer of certain Somers' investments, including
a £53.8m investment in W1M Group Limited ("W1M") and a £33.6m investment in
Resimac Group Limited ("Resimac"). Step 1 is now complete.
UIL has continued to declare quarterly dividends of 2.00p per ordinary share
and expects to continue to meet the target of 2.00p per ordinary share for
each quarter, in the absence of unforeseen circumstances, until privatisation
in 2028.
In aggregate, UIL bought back 2.4m ordinary shares in the market at an average
price of 170.54p during the half year to 31 December 2025, of which 0.5m
ordinary shares were acquired in the market in line with step 3. In accordance
with step 4, UIL provided a liquidity facility for minority shareholders by
offering to buy back ordinary shares in the market at a 20.0% discount to NAV
over four weeks from 3 November 2025. UIL bought back 1.9m shares at a value
of £3.5m pursuant to this facility, which was operated by our broker Shore
Capital and Corporate Limited.
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 following the redemption of the 2028 ZDP shares,
at a share price close to NAV at that time.
ZDP SHARES
The 2026 ZDP shares cover ratio has risen from 4.40 times to 7.21 times, and
the cover on the 2028 ZDP shares rose from 2.64 times to 3.59 times. This has
contributed to increased confidence in these two issues and their share
prices, which rose by 4.7% for the 2026 ZDP shares and 5.5% for the 2028 ZDP
shares in the half year to 31 December 2025. 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 £64.0m as at 31 December 2025 (30 June 2025: £62.2m).
GEARING
The actions referred to above have resulted in UIL emerging debt free, except
for the two classes of ZDP shares, and with direct investments on its balance
sheet. This is a stronger and simpler structure going forward. As at 31
December 2025 the gearing ratio was 30.6%, well below the 48.5% as at 30 June
2025.
DISCOUNT
UIL's ordinary share discount to NAV is largely unchanged and ended the half
year at 32.4%. While it narrowed in the month of the buybacks, the discount
widened out afterwards. This is disappointing to see.
PORTFOLIO UPDATE
The sale of Somers resulted in a number of direct holdings coming into UIL's
portfolio replacing Somers, which represented 40.1% of UIL's total investments
as at 30 June 2025. As a consequence, in the half year, W1M rose to number two
in the portfolio (20.0% of UIL's total investments), Resimac's position
increased from the fifth to third largest holding mainly as a result of the
increased shareholding, and represented 17.4% of UIL's total investments as at
31 December 2025. ASX listed, MoneyMe Limited ("MoneyMe") and Gumtree
Australia Markets Limited ("Gumtree") both entered the top ten as a result of
the Somers transactions.
Most of the top ten investments saw increased valuations over the half year to
31 December 2025. Zeta Resources was the standout performer with gains of
£20.8m which contributed to portfolio gains of £38.8m. This is reflected
principally from Zeta Resources' exposure to gold mining investments.
On a look through basis the portfolio is better balanced with Horizon Gold
Limited ("Horizon") representing 17.6% of UIL's total investments.
REVENUE, EARNINGS AND DIVIDENDS
It is good to see the strong revenue in the half year to 31 December 2025
resulting in earnings per share ("EPS") of 12.80p, broadly in line with the
record earnings for the half year to 31 December 2024 of 13.27p.
The total dividends paid and declared in respect of the half year to 31
December 2025 amounts to 4.00p and is in line with the Board's guidance to
shareholders.
BOARD
As announced in UIL's annual report, Alison Hill did not seek re-election at
the annual general meeting and has stepped down from the Board. 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 director and UIL will use the
opportunity to minimise costs and continue with a Board of three directors.
OUTLOOK
The global fault lines we have been predicting for some time are now evident
for all to see. Their effects are of real concern, both globally but even more
so within nations themselves since they go to the heart of the values of our
society and our relationships with each other. As a consequence, uncertainty
is significantly elevated and we are witnessing extraordinary volatility as a
result. However, the eclectic nature of UIL's portfolio should be of benefit
and is likely to stand in good stead as pressures mount.
Stuart Bridges
Chairman
19 February 2026
INVESTMENT MANAGERS' REPORT
UIL recorded a profit for the half year to 31 December 2025 of £47.8m,
resulting in NAV per share increasing by 26.2% to 226.44p, and after adding
back dividends, the total return for the half year was 29.8%.
For the period under review there have been four significant events. First,
the sale of UIL's holding in Somers for shares in a number of Somers'
holdings. Second, the profitable prosecution of the Kumarina gold mining
development. Third, the rise in value of gold and its read across into our
portfolio. Fourth, the buyback of ordinary shares at an average discount of
some 22.1%.
UIL has emerged stronger and simpler over the half year. NAV has risen,
gearing improved, the portfolio has simplified to a number of direct
investments, and revenue income has remained firm.
PORTFOLIO
Set out on pages 16 to 21 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 half year. As referred to above, there was
significant activity over the year.
The 2025 annual report drew attention to the exciting prospects at the
Kumarina gold mining development which had commenced mining operations. The
initial development was completed in December 2025 and concluded on time. As a
result of the gold price rising over the year, the project was more profitable
than anticipated and UIL and its subsidiaries received dividends of AUD 28.6m.
It should also be noted that further drilling and exploration at the site is
expected to commence shortly, which could lead to a further development being
undertaken later in 2026.
COMMODITIES
Commodities were stronger during the half year to 31 December 2025, especially
the gold price which was up by 30.8%. Copper was also up by 13.0% over the
half year. There was one exception, the oil price was down by 10.0%.
PORTFOLIO ACTIVITY
During the half year to 31 December 2025, UIL invested £110.0m, including the
Somers transactions and realised £128.2m.
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 59.0% and financial services is the largest sector exposure at 45.2% of
total investments. Gold mining has increased significantly due to the
investments in Zeta Resources' underlying gold investments and the rise in
gold price.
LEVEL 3 INVESTMENTS
As a result of the Somers transaction, UIL's level 3 investments decreased to
£168.4m, or 62.7% of the total portfolio as at 31 December 2025 from 80.9% of
the total portfolio as at 30 June 2025.
Taking into account the underlying investments in Zeta Resources, the level 3
investments on a look through basis as at 31 December 2025 were 37.4% of the
total portfolio.
ZDP SHARES
On a consolidated basis, the value of the ZDP shares increased from £62.2m as
at 30 June 2025 to £64.0m as at 31 December 2025. The rise is due to the
compounding of the ZDP capital return. As at 31 December 2025 UIL held 2.3m
2026 ZDP shares and 0.8m 2028 ZDP shares, unchanged from 30 June 2025.
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
7.21 times for the 2026 ZDP shares and 3.59 times for the 2028 ZDP shares.
DEBT
UIL has no bank debt. Over the six months to 31 December 2025, shareholder
loans from GPLPF decreased from £19.5m as at 30 June 2025 to nil as at 31
December 2025. UIL's debt as at 31 December 2025 of £64.0m comprised solely
of the two ZDP issues.
GEARING
UIL's net debt reduced over the half year from £80.8m to £62.6m. At the same
time UIL's equity holders' funds increased from £166.6m to £204.8m. This
combination saw UIL's gearing reduce markedly from 48.5% to 30.6%.
REVENUE RETURNS
Revenue income for the half year to 31 December 2025 increased to £13.3m from
£12.6m as at 31 December 2024, an increase of 5.6%.
Management and administration fees and other expenses of £0.8m increased by
14.3% compared to the prior half year (31 December 2024: £0.7m). Finance
costs were significantly higher, up by 133.3% at £0.7m for the half year to
31 December 2025 from £0.3m in the prior half year, mainly as a result of the
loans drawn for the funding of Kumarina's mining operations.
Revenue's profit was largely unchanged at £11.8m (31 December 2024: £11.7m).
EPS decreased to 12.80p, down 3.5% from 13.27p as at 31 December 2024 due to
the higher average number of shares in issue during the period to 31 December
2025.
CAPITAL RETURNS
Capital total income reported a gain of £37.8m (31 December 2024: gain of
£4.0m) which was driven mainly by the £38.8m gains on investments.
Finance costs reduced by 25.0% to £1.8m (31 December 2024: £2.4m) largely
reflecting the lower number of ZDP shares in issue following the 2024 ZDP
share redemption.
The resultant capital return profit for the half year to 31 December 2025 was
£36.1m (31 December 2024: profit of £1.6m) and EPS was 39.20p per ordinary
share (31 December 2024: 1.79p).
EXPENSE RATIO
The ongoing charges figure, including and excluding performance fees, reduced
to 1.4% from 3.1% in the prior half year. The reduction is primarily due to
the lower level of expenses incurred in underlying funds, following the
simplification of the Group structure and increased average net assets. 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
19 February 2026
HALF-YEARLY FINANCIAL REPORT AND RESPONSIBILITY STATEMENT
The Chairman's Statement and the Investment Managers' Report give details of
the important events which have occurred during the period and their impact on
the financial statements.
PRINCIPAL RISKS AND UNCERTAINTIES
Most of UIL's principal risks and uncertainties are market related and are
similar to those of other investment companies investing mainly in equities in
developed countries.
The principal risks and uncertainties were described in more detail under the
heading "Principal Risks and Risk Mitigation" within the Strategic Report
section of the annual report and accounts for the year ended 30 June 2025 and
have not changed materially since the date of that document.
The principal risks faced by UIL include not achieving long-term total returns
for its shareholders, adverse market conditions leading to a fall in NAV, loss
of key management, its shares trading at a discount to NAV, losses due to
inadequate controls of third-party service providers, gearing risk and
regulatory risk. In addition, the Board continues to monitor a number of
emerging risks that could potentially impact the Company, the principal ones
being geopolitical risk and climate change risk.
The annual report and accounts is available on the Company's website,
www.uil.limited
RELATED PARTY TRANSACTIONS
Details of related party transactions in the six months to 31 December 2025
are set out in note 11 to the accounts.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Chapter 4 of the Disclosure Guidance and Transparency
Rules, the Directors confirm that to the best of their knowledge:
• The condensed set of financial statements contained within the report for
the six months to 31 December 2025 has been prepared in accordance with
International Accounting Standard 34 "Interim Financial Reporting" and gives a
true and fair view of the assets, liabilities, financial position and return
of the Group;
• The half-yearly financial report, together with the Chairman's Statement
and Investment Managers' Report, includes a fair review of the important
events that have occurred during the first six months of the financial year
and their impact on the financial statements as required by DTR 4.2.7R;
• The Directors' statement of principal risks and uncertainties above is a
fair review of the principal risks and uncertainties for the remainder of the
year as required by DTR 4.2.7R; and
• The half-yearly report includes a fair review of the related party
transactions that have taken place in the first six months of the financial
year as required by DTR 4.2.8R.
On behalf of the Board
Stuart Bridges
Chairman
19 February 2026
CONDENSED GROUP INCOME STATEMENT (UNAUDITED)
Notes
for the six months to 31 December 2025 2024
Revenue Capital Total Revenue Capital Total
return return return return return return
£'000s £'000s £'000s £'000s £'000s £'000s
Profits on investments - 38,806 38,806 - 3,837 3,837
Foreign exchange (losses)/gains - (961) (961) - 126 126
Investment and other income 13,309 - 13,309 12,647 - 12,647
Total income 13,309 37,845 51,154 12,647 3,963 16,610
2 Management and administration fees (394) - (394) (241) - (241)
Other expenses (405) (4) (409) (444) (1) (445)
Profit before finance costs 12,510 37,841 50,351 11,962 3,962 15,924
Finance costs (733) (1,780) (2,513) (282) (2,385) (2,667)
Profit for the period 11,777 36,061 47,838 11,680 1,577 13,257
4 Earnings per ordinary share - pence 12.80 39.20 52.00 13.27 1.79 15.06
The Group does not have any income or expense that is not included in the
profit for the period, and therefore the profit for the period is also the
total comprehensive income for the period, 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.
CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Notes for the six months to 31 December 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 2025 9,289 52,258 233,866 (147,690) 18,924 166,647
Profit for the period - - - 36,061 11,777 47,838
5 Ordinary dividends paid - - - - (5,506) (5,506)
8 Shares purchased by the
Company and cancelled (245) (3,943) - - - (4,188)
Balance as at 31 December 2025 9,044 48,315 233,866 (111,629) 25,195 204,791
Notes for the six months to 31 December 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 2024 8,384 37,874 233,866 (157,807) 15,218 137,535
Profit for the period - - - 1,577 11,680 13,257
5 Ordinary dividends paid - - - - (3,352) (3,352)
8 Shares issued by the Company 950 14,853 - - - 15,803
8 Shares purchased by the
Company and cancelled (15) (150) - - - (165)
Balance as at 31 December 2024 9,319 52,577 233,866 (156,230) 23,546 163,078
Notes 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
5 Ordinary dividends paid - - - - (7,077) (7,077)
8 Shares issued by the Company 950 14,853 - - - 15,803
8 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
CONDENSED GROUP STATEMENT OF FINANCIAL POSITION (UNAUDITED)
Notes
As at 31 Dec 2025 31 Dec 2024 30 Jun 2025
£'000s £'000s £'000s
Non-current assets
6 Investments 268,737 236,321 248,201
Current assets
Other receivables 833 434 34
Cash and cash equivalents 1,345 287 953
2,178 721 987
Current liabilities
7 Loans - (13,065) (19,525)
Other payables (2,160) (415) (832)
Zero dividend preference shares (32,953) - -
(35,113) (13,480) (20,357)
Net current liabilities (32,935) (12,759) (19,370)
Total assets less current liabilities 235,802 223,562 228,831
Non-current liabilities
Zero dividend preference shares (31,011) (60,484) (62,184)
Net assets 204,791 163,078 166,647
Equity attributable to equity holders
8 Ordinary share capital 9,044 9,319 9,289
Share premium account 48,315 52,577 52,258
Special reserve 233,866 233,866 233,866
Capital reserves (111,629) (156,230) (147,690)
Revenue reserve 25,195 23,546 18,924
Total attributable to equity holders 204,791 163,078 166,647
9 Net asset value per ordinary share -pence
Basic - pence 226.44 174.99 179.41
CONDENSED GROUP STATEMENT OF CASH FLOWS (UNAUDITED)
Six months to Six months to Year to
31 Dec 2025 31 Dec 2024 30 Jun 2025
£'000s £'000s £'000s
Operating activities:
Profit before taxation 47,838 13,257 20,900
Deduct investment income - dividends (12,557) (12,468) (13,588)
Deduct investment income - interest (749) (166) (40)
Deduct bank interest (3) (13) (15)
Add back interest charged 733 282 1,241
Add back gains on investments (38,806) (3,837) (13,620)
Add back gains on derivative financial instruments - - (178)
Add back foreign exchange losses/(gains) 961 (126) (407)
Add back income not receivable - - 246
Increase in other debtors (50) (35) (5)
Increase/(decrease) in creditors 36 (97) (66)
Add back zero dividend preference shares finance costs 1,780 2,385 4,086
Net cash outflow from operating activities
before dividends and interest (817) (818) (1,446)
Dividends received 12,557 12,468 13,588
Investment income - interest received - 63 61
Bank interest received 3 13 15
Interest paid (98) (192) (524)
Cash flows from operating activities 11,645 11,534 11,694
Investing activities:
Purchases of investments (8,706) (5,363) (12,565)
Sales of investments 9,833 21,724 24,786
Settlement of derivatives - - 178
Cash flows from investing activities 1,127 16,361 12,399
Financing activities:
Equity dividends paid (3,697) (3,352) (5,707)
Drawdowns of loans 12,788 23,748 37,594
Repayment of loans (16,396) (7,576) (14,265)
Cash flows from redemption of zero dividend - (41,697) (41,698)
preference shares
Cost of issuing shares - (26) (26)
Repurchase of shares for cancellation (4,188) (165) (514)
Cash flows from financing activities (11,493) (29,068) (24,616)
Net increase/(decrease) in cash and cash equivalents 1,279 (1,173) (523)
Cash and cash equivalents at the beginning
of the period 953 1,485 1,485
Effect of movement in foreign exchange (887) (25) (9)
Cash and cash equivalents at the end of the period 1,345 287 953
NOTES TO THE ACCOUNTS (UNAUDITED)
1. GENERAL INFORMATION
The Company, UIL Limited, is an investment company incorporated in Bermuda,
with its ordinary shares traded on the Specialist Fund Segment of the Main
Market of the London Stock Exchange and listed on the Bermuda Stock Exchange.
The Group accounts comprise the results of the Company and UIL Finance
Limited.
2. ACCOUNTING POLICIES
These condensed interim financial statements for the six months to 31 December
2025 have been prepared in accordance with IAS 34 Interim Financial Reporting.
The annual financial statements of the Group for the year ended 30 June 2026
will be prepared in accordance with IFRS Accounting Standards ("IFRS"). As
required by the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, the condensed set of financial statements has been prepared
applying the accounting policies and presentation that were applied in the
preparation of the Group's published consolidated financial statements for the
year ended 30 June 2025.
The preparation of the interim financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and reported amounts of assets,
liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based on perceived
risks, historical experience, expectations of plausible future events and
other factors. Actual results may differ from these estimates. The significant
judgements made by the Directors in applying the Group's accounting policies
and key sources of uncertainty were the same as those applied to the
consolidated financial statements as at and for the year ended 30 June 2025.
The unaudited condensed Group accounts do not include all of the information
required for full annual accounts and should be read in conjunction with the
consolidated accounts of the Group for the year ended 30 June 2025, which were
prepared in accordance with IFRS.
3. MANAGEMENT AND ADMINISTRATION FEES
The Company has appointed ICM Investment Management Limited ("ICMIM") as its
Alternative Investment Fund Manager and joint portfolio manager with ICM
Limited ("ICM"), for which they are entitled to a management fee and a
performance fee. The aggregate fees payable by the Company are apportioned
between the joint portfolio managers as agreed by them.
The relationship between ICMIM and ICM is compliant with the requirements of
the UK version of the EU Alternative Investment Fund Managers Directive as it
forms part of UK domestic law by virtue of the European Union (withdrawal) Act
2018, as amended and also such other requirements applicable to ICMIM by
virtue of its regulation by the Financial Conduct Authority.
The annual management fee is 0.5% per annum based on total assets less current
liabilities (excluding borrowings and excluding the value of all holdings in
companies managed or advised by the Investment Managers or any of their
subsidiaries from which they receives a management fee), calculated and
payable quarterly in arrears. The agreement with ICM and ICMIM may be
terminated upon one year's notice given by the Company or by ICM and ICMIM,
acting together.
In addition, the Investment Managers are entitled to a capped performance fee
payable in respect of each financial period, equal to 15% of the amount by
which the Company's net asset value ("NAV") attributable to holders of
ordinary shares outperforms the higher of (i) 5.0%, and (ii) the post-tax
yield on the FTSE Actuaries Government Securities UK Gilts 5 to 10 years'
index, plus inflation (on the RPIX basis) (the "Reference Rate"). The opening
equity funds for calculation of the performance fee are the higher of (i) the
equity funds on the last day of a calculation period in respect of which a
performance fee was last paid, adjusted for capital events and dividends paid
since that date (the "high watermark"); and (ii) the equity funds on the last
day of the previous calculation period increased by the Reference Rate during
the calculation period and adjusted for capital events and dividends paid
since the previous calculation date. In a period where the Investment Managers
or any of their associates receive a performance fee from any ICM managed
investment in which UIL is an investor, the performance fee payable by UIL
will be reduced by a proportion corresponding to UIL's percentage holding in
that investment applied to the underlying investment performance fee, subject
to the provision that the UIL performance fee cannot be a negative figure. In
calculating any performance fee payable, a cap of 2.5% of closing NAV
(adjusted for capital events and dividends paid) will be applied following any
of the above adjustments and any excess over this cap shall be written off. A
performance fee was last paid in respect of the year to 30 June 2019. As at
that date the equity shareholders' funds were £326.3m. As at 30 June 2021,
the attributable shareholders' funds were above the high watermark. However,
after adjusting for the allocated share of performance fees (paid and accrued)
from ICM managed investments in which UIL is an investor, no performance fee
was accrued.
In the period to 31 December 2025, although UIL's NAV return is above the
required hurdle of 7.5% return, the attributable shareholders' funds were
below the high watermark, and therefore no performance fee has been accrued.
The final amount payable is dependent upon the performance of the Company,
adjusted for the allocated share of any performance fees from ICM managed
investments in which UIL is an investor, in the year to 30 June 2026.
ICM also provides company secretarial services to the Company, with the
Company paying 45% of the incurred costs associated with this post.
JP Morgan Chase Bank N.A. - London Branch has been appointed Administrator and
ICMIM has appointed Waverton Investment Management Limited to provide certain
support services (including middle office, market dealing and information
technology support services). The Company or the Administrator may terminate
the agreement with the Administrator upon six months' notice in writing.
4. EARNINGS PER ORDINARY SHARE
The calculation of earnings per ordinary share from continuing operations is
based on the following data:
Six months to Six months to Year to
31 Dec 2025 31 Dec 2024 30 Jun 2025
£'000s £'000s £'000s
Revenue 11,777 11,680 10,783
Capital 36,061 1,577 10,117
Total 47,838 13,257 20,900
Number Number Number
Weighted average number of shares in issue during the
period for earnings per share calculations 92,003,964 88,033,311 90,525,654
Pence pence pence
Revenue return per ordinary share 12.80 13.27 11.91
Capital return per ordinary share 39.20 1.79 11.18
Total return per ordinary share 52.00 15.06 23.09
5. DIVIDENDS
Six months to Six months to Year to
Record Payment 31 Dec 2025 31 Dec 2024 30 Jun 2025
date date £'000s £'000s £'000s
2024 Third quarterly interim of 2.00p 05-Jul-24 31-Jul-24 - 1,677 1,677
2024 Fourth quarterly interim of 2.00p 27-Sep-24 8-Nov-24 - 1,675 1,675
2025 First quarterly interim of 2.00p 03-Jan-25 17-Jan-25 - - 1,864
2025 Second quarterly interim of 2.00p 28-Mar-25 25-Apr-25 - - 1,861
2025 Third quarterly interim of 2.00p 08-Aug-25 29-Aug-25 1,850 - -
2025 Fourth quarterly interim of 2.00p 03-Oct-25 24-Oct-25 1,847 - -
2026 First quarterly interim of 2.00p 11-Dec-25 09-Jan-26 1,809 - -
5,506 3,352 7,077
The Directors have declared a second quarterly dividend in respect of the year
ending 30 June 2026 of 2.00p per ordinary share payable on 31 March 2026 to
shareholders on the register at close of business on 6 March 2026. The total
cost of this dividend, which has not been accrued in the results for the six
months to 31 December 2025, is £1,809,000 based on 90,439,504 ordinary shares
in issue as at the date of this half yearly report.
6. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
The tables below set out the fair value measurements hierarchy at the relevant
period end.
These fair value measurements are categorised into a hierarchy consisting of
the following three levels:
Level 1 - valued using unadjusted quoted prices in active markets for
identical assets and liabilities.
Level 2 - valued by reference to valuation techniques using other observable
inputs not included within level 1.
Level 3 - valued by reference to valuation techniques using unobservable
inputs.
31 Dec 2025
Level 1 Level 2 Level 3 Total
£'000s £'000s £'000s £'000s
Financial assets held at fair value through profit or loss
Investments 89,656 10,664 168,417 268,737
During the period to 31 December 2025 two holdings with a value of £3.1m were
transferred from level 2 to level 1 due to the investee companies shares
resuming regular trading and three holdings with a value of £4.4m were
transferred from level 1 to level 2 due to the investee companies shares
trading irregularly. The book cost and fair value were transferred using the
30 June 2025 balances.
31 Dec 2024
Level 1 Level 2 Level 3 Total
£'000s £'000s £'000s £'000s
Financial assets held at fair value through profit or loss
Investments 41,490 8,685 186,146 236,321
During the period, one holding with a value of £1.3m was transferred from
level 1 to level 2 due to the investee company shares trading irregularly in
the year, one holding with a value of £11.3m was transferred from level 2 to
level 1 due to the investee company shares resuming regular trading and one
holding, Zeta Resources Limited ("Zeta Resources"), with a value of £41.8m
was transferred from level 2 to level 3 as the investee company shares were
delisted in the period. The book cost and fair value were transferred using
the 30 June 2024 balances.
30 Jun 2025
Level 1 Level 2 Level 3 Total
£'000s £'000s £'000s £'000s
Financial assets held at fair value through profit or loss
Investments 43,610 3,850 200,741 248,201
During the year to 30 June 2025 one holding with a value of £2.5m was
transferred from level 2 to level 1 due to the investee company shares
resuming regular trading and the holdings in CoreHealth Technologies Inc
("CoreHealth") (formerly Carebook Technologies Inc) and Zeta Resources,
together with a value of £43.3m were transferred from level 2 to level 3 due
to the delisting of the investee company shares. The book cost and fair value
were transferred using the 30 June 2024 balances.
A reconciliation of fair value measurements in level 3 is set out in the
following table:
Six months to Six months to Year to
31 Dec 2025 31 Dec 2024 30 Jun 2025
£'000s £'000s £'000s
Investments brought forward
Cost 199,643 146,284 146,284
Gains/(losses) 1,098 (3) (3)
Valuation 200,741 146,281 146,281
Transfer from level 2 - 41,796 43,339
Purchases 64,824 33,540 55,452
Sales (128,205) (40,423) (58,531)
Gains on investments 31,057 4,952 14,200
Valuation carried forward 168,417 186,146 200,741
Analysed
Cost 187,203 187,956 199,643
(Losses)/gains (18,786) (1,810) 1,098
Valuation carried forward 168,417 186,146 200,741
7. LOANS
As at 30 June 2025, General Provincial Life Pension Fund Limited ("GPLPF") had
provided a £24.0m loan facility to UIL, maturing on 31 October 2025. On 3
October 2025, the maturity of the loan facility was extended to 31 March 2026.
As at 30 June 2025, UIL had drawn £19.5m and in the period, UIL drew a
further £5.5m and repaid £9.0m. On 4 November 2025, the loan balance and
interest due of £17.1m was settled with GPLPF through a sale and purchase
agreement (see note 11 related party transactions). The loan incurred interest
at an annual rate of 10.5%.
On 25 September 2025 Resimac Group Limited ("Resimac") provided to UIL a AUD
15.0m loan maturing on 27 December 2025. UIL repaid the loan in full on 24
November 2025. The loan incurred interest at an annual rate of 8.0%.
As at 31 December 2025, UIL had drawn loans of £nil (31 December 2024:
£13,065,000 and 30 June 2025: £19,525,000).
8. ORDINARY SHARE CAPITAL
Equity share capital: Number £'000s
Ordinary shares of 10p each with voting rights
Authorised 250,000,000 25,000
Total shares Total shares
in issue in issue
Number £'000s
Balance as at 30 June 2025 92,887,179 9,289
Purchased for cancellation by the Company (2,447,675) (245)
Balance as at 31 December 2025 90,439,504 9,044
During the period the Company issued nil (31 December 2024 and 30 June 2025:
9,504,199) ordinary shares at a total cost of £nil (31 December 2024 and 30
June 2025: £15,829,000. The admission cost of the shares to the London Stock
Exchange was £26,000).
During the period the Company bought back for cancellation 2,447,675 (31
December 2024: 156,664 and 30 June 2025: 459,938) ordinary shares at a total
cost of £4,188,000 (31 December 2024: £165,000 and 30 June 2025: £514,000).
No ordinary shares have been purchased for cancellation since the period end.
9. NET ASSET VALUE PER SHARE
NAV per ordinary share is based on net assets as at the period end of
£204,791,000 (31 December 2024: £163,078,000 and 30 June 2025:
£166,647,000) and on 90,439,504 ordinary shares in issue as at the period end
(31 December 2024: 93,190,453 and 30 June 2025: 92,887,179).
10. OPERATING SEGMENTS
The Directors are of the opinion that the Group's activities comprise a single
operating segment, namely that of investing in equity, debt and derivative
securities to maximise shareholder returns.
11. RELATED PARTY TRANSACTIONS
The following transactions were carried out during the half year to 31
December 2025 between the Company and its related parties:
Subsidiaries:
CoreHealth - Pursuant to loan agreements dated 22 December 2021, 15 December
2022 and 5 December 2023 the balances of the loans outstanding as at 30 June
2025 were £0.6m (CAD 1.0m), £0.7m (CAD 1.7m) and £1.1m (CAD 2.0m)
respectively. On 1 July 2025, the loans were converted to ordinary shares,
UIL receiving 42,500,000 CoreHealth ordinary shares. The loans incurred
interest at an annual rate of nil%. UIL's holding in CoreHealth increased to
91.4% (30 June 2025: 87.8%).
Pursuant to a promissory note agreement dated 23 June 2025, UIL agreed to lend
up to £1.1m (CAD 2.0m) to CoreHealth. In October the facility was amended to
lend up to £1.4m (CAD 2.5m) and was further amended in December 2025 to lend
up to £2.7m (CAD 5.0m). As at 30 June 2025 the balance of the loan was £0.3m
(CAD 0.5m) and in the period UIL advanced to CoreHealth £1.4m (CAD 2.5m). As
at 31 December 2025 the balance of the loan was £1.6m (CAD 3.0m). The
promissory note does not bear interest.
Energy Holdings Limited - UIL paid fees of £32k incurred by Energy Holdings
Limited and was re-imbursed by Energy Holdings Limited for prior expenses
incurred of £46k.
Zeta Minerals Limited ("Zeta Minerals") - In the period dividend
distributions of £11.3m were made to UIL.
Zeta Resources Limited ("Zeta Resources") - 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, the balance of the loan and interest
outstanding as at 30 June 2025 was £1.0m (AUD 2.1m) and £2.0m (USD 2.7m). In
the period UIL advanced to Zeta Resources loans of £3.0m (AUD 6.2m) and
£4.2m (USD 5.6m) and Zeta Resources repaid £0.7m (AUD 1.5m) and £0.4m (USD
0.5m). As at 31 December 2025, the balances of the loans outstanding were
£3.4m (AUD 6.8m) and £5.8m (USD 7.8m). The loans bear interest at an annual
rate of nil%.
Joint ventures:
Allectus Quantum Holdings Limited ("Allectus Quantum") - UIL paid fees of £3k
incurred by Allectus Quantum.
Associated undertakings:
Resimac - In the period a dividend distribution of £0.6m was made to UIL.
Resimac provided to UIL a AUD 15.0m loan in the period, see note 7 for
details.
Somers Limited ("Somers") - On 4 November 2025, UIL entered into a sale,
purchase and buyback agreement with Somers whereby Somers repurchased
7,914,984 Somers shares, at Somers' NAV per share of £12.50 as at 31 October
2025, for an aggregate consideration of £99.0m. This was settled through the
transfer to UIL of the following investments listed at fair value as at 31
October 2025: Sabrina Topco Limited ("Sabrina") £53.8m; Resimac £33.6m;
MoneyMe Limited £9.7m; WT Financial Group Limited £1.2m; and Gumtree
Australia Markets Limited £0.6m.
WT Financial Group Limited - In the period a dividend distribution of £0.2m
was made to UIL.
Subsidiaries of the above subsidiaries and associated undertakings
Pan Pacific Petroleum Pty Ltd ("PPP") - Pursuant to a loan agreement dated 20
June 2025, under which UIL agreed to loan monies to PPP, the balance of the
loan as at 30 June 2025 was £4.9m (AUD 10.3m). In the period, PPP repaid the
loan in full. The loan incurred interest at an annual rate of nil%.
Kumarina Resources Pty Ltd ("Kumarina") - Pursuant to a loan agreement dated
26 February 2025, under which UIL agreed to loan monies to Kumarina, the
balance of the loan outstanding as at 30 June 2025 was £2.6m (AUD 5.5m). In
the period Kumarina repaid the loan in full. The loan incurred interest at an
annual rate of nil%.
Key management entities and persons:
ICM and ICMIM are joint portfolio managers of UIL. Other than investment
management fees and company secretarial costs as set out in note 3, and
reimbursed expenses of £1,000, there were no other transactions with ICM or
ICMIM. As at 31 December 2025, £181,000 remained outstanding to ICM and ICMIM
in respect of management and company secretarial fees and £nil in respect of
performance fees.
Mr Jillings received dividends from UIL of £22,000. There were no other
transactions during the six months with Alasdair Younie, Charles Jillings,
Duncan Saville and Sandra Pope, and UIL.
The Board:
The fees paid to Directors for the six months to 31 December 2025: Chairman
£27,750; Chairman of Audit & Risk Committee £26,500; Director £20,525
and Alison Hill £14,100 (retired from the Board on 4 November 2025). The
Board received aggregate remuneration of £89,000 for services as Directors.
As at 31 December 2025, £nil remained outstanding to the Directors. In
addition to their fees, the Directors received dividends totalling £32,000.
There were no other transactions during the six months with the Board and UIL.
Ultimate parent undertaking and companies controlled by key management
persons:
GPLPF received dividends of £2,915,000 from UIL, Mitre Investments Limited
received dividends of £95,000 from UIL and Permanent Investments Limited
received dividends of £1,000 from UIL.
GPLPF has provided a £24.0m loan facility to UIL, see note 7.
On 4 November 2025, UIL entered into a sale and purchase agreement with GPLPF
to sell 1,371,124 Somers shares held by UIL to GPLPF in settlement of the
outstanding loan from GPLPF to UIL of £17.1m (including accrued interest).
There were no other transactions between companies controlled by key
management and UIL during the six months to 31 December 2025.
12. FINANCIAL RISK MANAGEMENT - LEVEL 3 FINANCIAL INSTRUMENTS
Valuation methodology
The objective of using valuation techniques is to arrive at a fair value
measurement that reflects the price that would be received to sell the asset
or paid to transfer the liability in an orderly transaction between market
participants at the measurement date. The Company uses proprietary valuation
models, which are compliant with IPEV guidelines and IFRS 13 and which are
usually developed from recognised valuation techniques.
The Directors have satisfied themselves as to the methodology used, the
discount rates and key assumptions applied, and the valuations. The
methodologies used to determine fair value are described in the 2025 annual
report. The level 3 assets comprise of a number of unlisted investments at
various stages of development and each has been assessed based on its
industry, location and business cycle. The valuation methodologies include net
assets, discounted cash flows ("DCF"), cost of recent investment or last
funding round, listed peer comparison or peer group multiple or dividend
yield, as appropriate. Where applicable, the Directors have considered
observable data and events to underpin the valuations. A discount has been
applied, where appropriate, to reflect both the unlisted nature of the
investments and business risks.
UIL currently has investments in a number of level 3 closed-end investment
companies including Allectus Quantum, Zeta Minerals and Zeta Resources. These
closed-end fund interests are valued on a net assets basis, estimated based on
the managers' NAVs. Managers' NAVs use recognised valuation techniques
consistent with IFRS and are normally subject to audit. The fund valuations
included in these financial statements were based principally on the 31
December 2025 managers' NAVs and these NAVs have been reviewed to ensure that
the economic impact of the elevated level of volatility in equity markets
during the period, principally reflecting concerns about trade tariff
uncertainty, geopolitical tensions, high rates of inflation and the Ukraine
and Middle East conflicts have been considered.
Sensitivity of level 3 financial investments measured at fair value to changes
in key assumptions.
Level 3 inputs are sensitive to assumptions made when ascertaining fair value.
While the Directors believe that the estimates of fair value are appropriate,
the use of different methodologies or assumptions could lead to different
measurements of fair value. The sensitivities shown in the table below give an
indication of the effect of applying reasonable and possible alternative
assumptions.
In assessing the level of reasonably possible outcomes consideration was also
given to the impact on valuations of the elevated level of volatility in
equity markets during the year, principally reflecting concerns about trade
tariff uncertainty, geopolitical tensions, high rates of inflation and the
Ukraine and Middle East conflicts. The valuations of fund interests are based
on the managers' NAVs and these managers have advised that they have taken
into account these economic and market concerns. The impact on the valuations
has been varied and largely linked to their relevant sectors and this has been
reflected in the level of sensitivities applied.
The following table shows the sensitivity of the fair value of level 3
financial investments to changes in key assumptions:
As at 31 December 2025
Investment Valuation Risk Sensitivity Carrying Sensitivity
type methodology weighting +/- amount £'000s
Investment £'000s
Zeta Resources Equity NAV Low 10% 64,489 6,449
Zeta Resources Loans DCF Low 10% 9,195 920
Sabrina* Loans DCF Medium 20% 43,564 8,713
Sabrina* Equity AUM Medium 20% 10,298 2,060
Allectus Quantum Equity NAV Medium 20% 21,741 4,348
Equity Last funding Medium 20% 6,840 1,368
CoreHealth round
West Hamilton Equity NAV Low 10% 6,621 662
Holdings Limited
Zeta Minerals Equity NAV Medium 20% 788 158
Other Investments Equity Various Medium 20% 3,254 651
Other Investments Loans DCF Low 10% 1,627 163
Total 168,417 25,492
* UIL purchased a direct holding in Sabrina in November 2025 (see note 11
related party transactions). Sabrina is the holding company of W1M Group
Limited ("W1M"). UIL's holding in W1M consists of 12% preferred loan notes
valued at £43.6m and ordinary shares valued at £10.3m for a combined
investment valuation as at 31 December 2025 of £53.9m. The preferred loan
notes have been valued using a DCF methodology utilising expected cashflows
discounted at appropriate rates to reflect the value of the business. The
ordinary shares have been valued using a peer multiple of W1M's assets under
management ("AUM") derived from comparable quoted companies. W1M's fair value
has been given a sensitivity of 20% to reflect the level of uncertainty over
the AUM multiple as this input involved the most significant judgement when
estimating the valuation, including which comparable companies to consider and
prioritise.
As at 31 December 2024
Investment Valuation Risk Sensitivity Carrying Sensitivity
type methodology weighting +/- amount £'000s
Investment £'000s
Somers Equity NAV Medium 20% 109,731 21,946
Zeta Resources Equity NAV Low 10% 48,478 4,848
Allectus Quantum Equity NAV Medium 20% 13,165 2,633
West Hamilton Equity NAV Low 10% 7,090 709
Holdings Limited
Other Investments Equity Various Medium 20% 5,322 1,064
Other Investments Loans Various Low 10% 2,360 236
Total 186,146 31,436
As at 30 June 2025
Investment Valuation Risk Sensitivity Carrying Sensitivity
type methodology weighting +/- amount £'000s
Investment £'000s
Somers Equity NAV Medium 20% 99,558 19,912
Zeta Resources Equity NAV Low 10% 43,880 4,388
Zeta Resources Loans
DCF Low 10% 7,909 791
Allectus Quantum Equity NAV Medium 20% 21,995 4,399
Zeta Minerals Equity NAV Medium 20% 7,868 1,574
CoreHealth Equity Last funding Medium 20% 4,585 917
round
West Hamilton Equity NAV Low 10% 6,289 629
Holdings Limited
Other Investments Equity Various Medium 20% 3,479 696
Other Investments Loans DCF Low 10% 5,178 518
Total 200,741 33,824
13. GOING CONCERN
Notwithstanding that the Group has reported net current liabilities of
£32,935,000 as at 31 December2025 (31 December 2024: £12,759,000 and 30 June
2025: £19,370,000), the financial statements have been prepared on a going
concern basis which the Directors consider to be appropriate for the following
reasons.
The Board's going concern assessment has focused on the forecast liquidity of
the Group for 12 months from the date of approval of the financial statements.
This analysis assumes that the Company will meet some of its short term
obligations through the sale of level 1 securities, which represented 33.4% of
the Company's total portfolio as at 31 December 2025. As part of this
assessment the Board has considered a severe but plausible downside that
reflects the impact of the key risks set out in the Strategic Report of the
2025 annual report and an assessment of the Company's ability to meet its
liabilities as they fall due (including the 2026 zero dividend preference
("ZDP") share liabilities), assuming a significant reduction in asset values
and accompanying currency volatility.
The severe but plausible downside assumes a significant reduction in asset
values in line with that experienced during the emergence of the COVID 19
pandemic in the first quarter of 2020. The parent company board also
considered reverse stress testing to identify the reduction in the valuation
of liquid investments that would cause the Group to be unable to meet its net
current liabilities, being primarily the 2026 ZDP shares of £32,953,000. The
parent company board is confident that the reduction in asset values implied
by the reverse stress test is not plausible even in the current volatile
environment.
Consequently, the Directors are confident that the Company will have
sufficient funds to continue to meet its liabilities as they fall due for at
least 12 months from the date of approval of the financial statements.
Accordingly, the Board considers it appropriate to continue to adopt the going
concern basis in preparing the accounts.
14. COMMITMENTS
On 28 February 2025, UIL and another major shareholder of Orbital Corporation
Limited ("Orbital") jointly made a AUD 2.0m loan facility available to Orbital
expiring on 28 February 2028. This facility has not been drawn as at 31
December 2025.
15. RESULTS
The condensed set of financial statements, forming the half year accounts, has
been neither audited nor reviewed by the Company's auditors. The latest
published accounts are for the year ended 30 June 2025; the report of the
auditors thereon was unqualified. The condensed financial statements shown
above for the year ended 30 June 2025 are an extract from those accounts.
Legal Entity Identifier: 213800CTZ7TEIE7YM468
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