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REG - UIL Limited UIL Finance Ltd Utilico Limited 2014 UIL Finance - UTLG Utilico Finance (D) - Half-year Report

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RNS Number : 0510Y  UIL Limited  21 February 2025

Date:                      21 February 2025

 

Contact:                 Charles
Jillings

                                ICM Investment
Management Limited

                                01372 271
486

 

 

 

UIL LIMITED

UNAUDITED HALF-YEARLY FINANCIAL REPORT

FOR THE SIX MONTHS TO 31 DECEMBER 2024

 

 

 

UIL Limited ("UIL" or the "Company") today announced its unaudited financial
results for the six months to 31 December 2024.

 

 

FINANCIAL HIGHLIGHTS

 

·    Revenue return per ordinary share 13.27p (0.02p)

·    Dividends per ordinary share 4.00p (4.00p)

·    Net asset value ("NAV") total return per ordinary share* of 9.3%
(4.2%)

·    Share price total return per ordinary share* of 10.3% (-9.5%)

·    NAV discount* as at 31 December 2024 of 37.1% (37.8%)

·    Gearing* 44.9% (71.3%)

 

Figures in brackets are 31 December 2023

* See Alternate Performance Measures in the Half-yearly financial report for
31 December 2024

 

 

 

 

The half-yearly report for the six months to 31 December 2024 will be posted
to shareholders in early March 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/0510Y_1-2025-2-21.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0510Y_1-2025-2-21.pdf)

 

 

 

UNAUDITED GROUP PERFORMANCE SUMMARY

                                              Half year  Half year  Annual   % change

                                              31 Dec     31 Dec     30 Jun   Jun-Dec

                                              2024       2023       2024     2024
 NAV total return per ordinary share

 (for the period)1 (%)                        9.3        4.2        (15.3)   n/a
 Share price total return per ordinary share

 (for the period)1 (%)                        10.3       (9.5)      (24.8)   n/a
 Annual compound NAV total return1

 (since inception2) (%)                       6.8        7.8        6.5      n/a
 NAV per ordinary share (pence)               174.99     204.04     164.04   6.7
 Ordinary share price (pence)                 110.00     127.00     103.50   6.3
 Discount1 (%)                                37.1       37.8       36.9     n/a
 Returns and dividends (pence)
 Revenue return per ordinary share            13.27      0.02       10.15    n/m
 Capital return per ordinary share            1.79       8.15       (39.99)  (78.0)3
 Total return per ordinary share              15.06      8.17       (29.84)  84.33
 Dividends per ordinary share                 4.004      4.00       8.00     0.03
 FTSE All-Share total return Index            9,913      9,056      9,729    1.9
 Equity holders' funds (£m)
 Gross assets1                                236.6      283.2      240.2    (1.5)
 Loans                                        13.1       15.0       2.9      351.7
 ZDP shares                                   60.5       97.2       99.8     (39.4)
 Equity holders' funds                        163.1      171.1      137.5    18.6
 Revenue account (£m)
 Income                                       12.6       2.3        12.2     447.83
 Costs (management and other expenses)        0.7        0.7        1.5      0.03
 Finance costs                                0.3        1.5        2.2      (80.0)3
 Net income                                   11.7       0.0        8.5      n/m
 Financial ratios of the Group (%)
 Ongoing charges figure1                      3.15       3.05       2.8      n/a
 Gearing1                                     44.9       71.3       73.6     n/a

 

(1)  See Alternative Performance Measures in the Half-yearly financial report
for 31 December 2024

(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
2023

(4)  The first and second quarterly dividends of 2.00p each have not been
included as a liability in the accounts

(5)  For comparative purposes the figures have been annualised

 

n/m - not measurable

 

CHAIRMAN'S STATEMENT

UIL's NAV total return for the half year to 31 December 2024 was 9.3%, a
significant improvement on the result for the year ended 30 June 2024, despite
this period remaining challenging on both the economic and, especially, the
geopolitical front. UIL's NAV result for the period is ahead of the wider
markets, with the FTSE All Share total return Index up by 1.9%. UIL's annual
compound NAV total return since inception in 2003 improved over the half year
to 6.8%.

 

Since inception in August 2003, UIL has distributed £103.0m in dividends,
invested £37.0m in ordinary share buybacks and made net gains of £197.3m for
a total return of 311.2% (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.
These proposals, drawn up by both the Investment Managers and the majority
shareholder, were fully supported by the Board.

 

There are six steps to the way forward:

·      Simplify the Group's structure;

·      Pay a quarterly dividend of 2.00p per ordinary share, in the
absence of unforeseen circumstances;

·      Buy ordinary and ZDP shares in the market, subject to cash
resources;

·      Provide each year, 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;

·      Redeem the outstanding ZDP issues; and

·      Following the 2028 ZDP redemption, provide an opportunity for the
UIL minority shareholders to exit and take UIL private.

 

ACTIONS TAKEN IN THE HALF YEAR

Significant progress has been made on the above. UIL has increased its holding
in Zeta Resources Limited ("Zeta") from 59.7% to 100.0%, simplifying the
structure. This was achieved by UIL acquiring the Zeta shares held by General
Provincial Life Pension Fund ("GPLPF") at NAV, through the transfer to GPLPF
of UIL's investment in Allectus Capital at its latest valuation and the issue
of new UIL ordinary shares at NAV. As a result, UIL held over 95% of Zeta and
gave notice to acquire the remaining Zeta shares by compulsory acquisition at
NAV. UIL is now looking to privatise Somers Limited ("Somers") over the course
of the next twelve months.

 

UIL paid a quarterly dividend of 2.00p per ordinary share on 8 November 2024.
Since 31 December 2024, a further quarterly dividend of 2.00p per ordinary
share was paid on 17 January 2025. UIL has bought back 156,664 ordinary shares
in the market.

 

UIL redeemed the 2024 ZDP shares at a cost of £41.5m on 31 October 2024 and
two ZDP issues remain to be redeemed.

 

UIL is taking advice on the most cost effective way to enable minority
shareholders to have the opportunity to exit a significant proportion of their
shares at a discount to NAV of approximately 20% and expects to provide
further details at the time the full year results are published in September
this year.

 

A substantial benefit of the steps taken so far in the half year is to see the
ZDP shares reduced by around a third following the redemption of the 2024 ZDP
shares. Net assets increased by £25.6m to £163.1m, partly through the issue
of new UIL ordinary shares. This saw gearing reduced sharply from 73.6% to
44.9% over the half year.

 

ORDINARY SHARES

Although the investment company sector in the UK is currently trading at
historically high discounts, the Board is disappointed to see UIL's ordinary
share discount to NAV of 37.1% as at 31 December 2024. 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.

 

ZDP SHARES

As a result of the actions taken in the half year the profile of the two
outstanding ZDP shares has improved markedly. The 2026 ZDP shares cover ratio
has risen from 2.96x to 4.72x and the cover on the 2028 ZDP shares rose from
2.02x to 2.70x. This has contributed to confidence in these two issues and
their share prices, which rose by 9.7% for the 2026 ZDP shares and 14.3% for
the 2028 ZDP shares. While both trade at below their accrued entitlement this
will likely reflect the elevated gilt rates available in the market.

 

The two outstanding ZDP issues amount to £60.5m at the half year and the
average cost of debt (including loans) is 6.2% for the six months to 31
December 2024.

 

PORTFOLIO UPDATE

The Investment Managers have taken active steps to accelerate realisations
within the Zeta portfolio. In particular it was good to see the sale and
completion in October 2024 of Koumbia Bauxite Investments Ltd ("KBI"), an
unlisted, Bermuda based company which has agreed to terminate its
commercialisation deed with Alliance Mining Commodities Ltd ("AMC"), the 90%
owner of the Koumbia bauxite project located in Guinea, in exchange for a cash
payment of USD 41.0m from the 100% owner of AMC. Further, it is pleasing to
see the decision taken to develop the Kumarina gold opportunity in Western
Australia. Given the high gold price in Australian dollars this should prove
to be an attractive project, and payback is expected in less than one year.

 

FUNDING

The sale proceeds of the Koumbia investment substantially underpinned the 2024
ZDP redemption. Somers received significant realisations from its portfolio
and this enabled Somers to repay its debts. UIL received dividends of £12.5m
in the half year of which £11.0m were from Zeta following the KBI
realisation.

In order to fund the Kumarina gold mine, subsequent to the period end UIL has
borrowed funds from Resimac Group Limited ("Resimac") on commercial terms.

 

UIL now has a modest amount of borrowings. Zeta has no debt, and Somers has a
facility of £4.5m. UIL's borrowings are largely from its majority shareholder
GPLPF and Resimac, with a significant proportion of the funds having been
invested in Kumarina.

 

REVENUE, EARNINGS AND DIVIDENDS

It is pleasing to see the strong revenues generated over the half year to 31
December 2024 as a result of realisations. In particular Zeta declared a
dividend to UIL of £11.0m following the KBI disposal. This led to record
earnings and earnings per share ("EPS") in the half year of 15.06p, up 84.3%
from the prior half year.

 

Today, the Board has declared an unchanged second quarterly dividend of 2.00p
per ordinary share in respect of the year ending 30 June 2025 which is payable
on 25 April 2025 to shareholders on the register on 28 March 2025.

 

BOARD

After nine years as a Director, Alison Hill has indicated her intention to
step down from the Board following the conclusion of UIL's next Annual General
Meeting in November 2025. Alison has brought significant experience, insight
and challenge to the Board since her appointment in November 2015 and we wish
her well. In light of the proposals to privatise the Company after the
redemption of the 2028 ZDP shares, it is not planned to seek a replacement and
UIL will therefore use the opportunity to minimise costs and continue with a
Board of three Directors.

 

OUTLOOK

We have noted for some time that the rising polarisation of views is driving
fractures through nations as leaders seek to navigate through escalating
challenges. The US presidential election has resulted in both an internal
policy shift but more importantly a dramatic shift in the US relationship with
the world order. This is fundamentally challenging for investors as it may
cause real fault lines. We remain focused on reducing risk and, while
supporting investee companies through these challenges, we expect to emerge
stronger.

 

 

 

 

 

Stuart Bridges

Chairman

21 February 2025

 

 

INVESTMENT MANAGERS' REPORT

UIL recorded a profit for the half year to 31 December 2024 of £13.3m,
resulting in NAV per share of 174.99p, and adding back dividends the total
return was 9.3%. This has improved UIL's annual compound NAV total return
since inception in 2003 to 6.8% per annum.

 

The redemption of UIL's 2024 ZDP shares of £41.5m during the half year to 31
December 2024 created continued pressure on substantial portfolio realisations
in difficult markets. It has been pleasing to see the realisation of KBI, a
pre-production bauxite asset in West Africa, for cash consideration of USD
41.0m. This has markedly de-risked Zeta's portfolio, while funding a
significant part of the 2024 ZDP redemption.

 

A key event in the half year was the privatisation of Zeta. Part of the
acquisition cost was funded by issuing £9.5m ordinary shares to GPLPF at NAV
with a value of £15.8m thus increasing UIL's asset base.

 

The net effect of all of the above was that gross assets largely stood still
and debt fell, leading to lower gearing. A good outcome.

 

PORTFOLIO

As noted, there was significant activity over the half year including the
acquisition of the minority interests in Zeta, a substantial realisation in
Zeta's portfolio, KBI, which saw proceeds of USD 41.0m and enabled Zeta to
repay UIL's loans and fund a dividend distribution to UIL. Somers also saw
ongoing realisations which allowed Somers to repay its outstanding loans to
UIL.

 

As at 31 December 2024 there is only one platform investment with external
shareholders left, Somers, 46.4% of UIL's total investments. Given this and
the fact that Zeta is a wholly owned subsidiary we have shifted all reporting
and commentary to a look through basis for the portfolio. The top ten holdings
on a look through basis are included and reviewed on pages 10 to 23.

 

FOREIGN EXCHANGE

As at 31 December 2024 UIL held no forward FX derivative positions. In the
2023 annual report and accounts we noted that UIL was expected to be less
vulnerable to volatility in the FX markets for the coming year. This has
turned out to be correct. In the year ended 30 June 2024, forward contract FX
and currency losses amounted to £0.1m (30 June 2023: £3.6m). This has again
been the case and FX gains in the half year were £0.1m.

 

COMMODITIES

Commodities were weaker during the half year to 31 December 2024, with one
exception, gold which was once again up by 12.8%. Oil, nickel and copper were
all down by 13.6%, 11.4% and 8.3% respectively.

 

PORTFOLIO ACTIVITY

During the half year to 31 December 2024, UIL invested £34.1m and realised
£40.4m. This includes the Zeta acquisition.

 

GEOGRAPHIC AND SECTOR REVIEW

The geographical and sector split of the portfolio, on a look through basis
shows that Australia and New Zealand remains UIL's largest geographic exposure
at 58.7% and financial services as the largest sector at 48.9%. Gold Mining
has increased significantly due to the investments in Zeta.

 

LEVEL 3 INVESTMENTS

As a result of Zeta's delisting, UIL's level 3 investments increased to 78.8%
of the total portfolio as at 31 December 2024 from 61.3% of the total
portfolio as at 30 June 2024. The total value rose from £146.3m to £186.1m
at the half year end.

 

Taking into account the underlying investments in Zeta and Somers, the level 3
investments on a look through basis as at 31 December 2024 were 43.4% of the
total portfolio.

 

ZDP SHARES

On a consolidated basis the ZDP shares decreased from £99.8m as at 30 June
2024 to £60.5m as at 31 December 2024, reflecting both the 2024 ZDP
redemption on 31 October 2024 and the compounding capital return. As at 31
December 2024 UIL held 2.3m 2026 ZDP shares and 0.8m 2028 ZDP shares.

 

The structural improvement in cover is significant and pleasing to see.

 

BANK AND OTHER DEBT

UIL has no bank facility. The Bank of Nova Scotia's £37.5m facility was
repaid in March 2024. Over the twelve months, loans reduced from £15.0m as at
31 December 2023 to £13.1m as at 31 December 2024.

 

Over the half year to 31 December 2024 UIL accessed excess cash at Zeta and
Somers to help meet its cashflow needs. UIL also borrowed funds from its
majority shareholder and Resimac, who is a licenced lender. All loans were on
commercial terms.

 

UIL has also accessed this funding in order to invest in the start up mining
operations at Kumarina which are discussed above.

 

GEARING

The reduction in ZDP shares and the increase in assets from the issuance of
ordinary shares to GPLPF of £15.8m, together with the profit on the capital
and income accounts of £13.4m, net of dividends of £3.4m has led to gearing
moving sharply lower.

 

Gearing reduced to 44.9% as at 31 December 2024 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 £73.3m at the period end. UIL's debt has reduced by over two thirds in the
last five years.

 

The blended costs of borrowing increased from 5.2% in the year to 30 June 2024
to 6.2% as at 31 December 2024 mainly due to the ZDP shares being redeemed.

 

REVENUE RETURNS

Revenue income for the half year to 31 December 2024 increased to £12.6m from
£2.3m as at 31 December 2023, an increase of 447.8%. This was primarily
driven by the dividend declared by Zeta of £11.2m.

 

Management and administration fees and other expenses were at £0.7m (31
December 2024: £0.7m). Finance costs were significantly lower, down by 80.0%
at £0.3m for the half year to 31 December 2024 from £1.5m in the prior half
year, mainly as a result of the repayment of loans.

 

Revenue profit increased very substantially to £11.7m (31 December 2023:
£0.02m) and EPS increased considerably to 13.27p from 0.02p as at 31 December
2023.

 

CAPITAL RETURNS

Capital total income reported a gain of £4.0m (31 December 2023: gain of
£9.4m) which was driven mainly by the £3.8m gain on investments.

 

Finance costs reduced by 7.7% to £2.4m (31 December 2023: £2.6m) largely
reflecting the lower number of ZDP shares in issue following the 2024 ZDP
redemption.

 

The resultant capital return profit for the half year to 31 December 2024 was
£1.6m (31 December 2023: profit of £6.8m) and EPS was 1.79p per ordinary
share (31 December 2023: 8.15p).

 

EXPENSE RATIO

The ongoing charges figure, including and excluding performance fees, was at
3.1% for the half year ended 31 December 2024 (31 December 2023: 3.0%). 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

21 February 2025

 

 

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 listed
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 2024 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 2024
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 2024 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

21 February 2025

 

 

CONDENSED GROUP INCOME STATEMENT (UNAUDITED)

 

 Notes
        for the six months to 31 December                                2024                                2023
                                                    Revenue  Capital     Total       Revenue     Capital     Total
                                                    return   return      return      return      return      return
                                                    £'000s   £'000s      £'000s      £'000s      £'000s      £'000s

        Profits on investments                      -        3,837       3,837       -           9,549       9,549
        Losses on derivative financial instruments  -        -           -           -           (35)        (35)
        Foreign exchange gains/(losses)             -        126         126         -           (110)       (110)
        Investment and other income                 12,647   -           12,647      2,278       -           2,278
        Total income                                12,647   3,963       16,610      2,278       9,404       11,682
 2      Management and administration fees          (241)    -           (241)       (310)       -           (310)
        Other expenses                              (444)    (1)         (445)       (422)       (1)         (423)
        Profit before finance costs                 11,962   3,962       15,924      1,546       9,403       10,949
        Finance costs                               (282)    (2,385)     (2,667)     (1,527)     (2,574)     (4,101)
        Profit for the period                       11,680   1,577       13,257      19          6,829       6,848

 4      Earnings per ordinary share - pence         13.27    1.79        15.06       0.02        8.15        8.17

 

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 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 six months to 31 December 2023
                                        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
        Profit for the period           -              -              -        6,829      19       6,848
 5      Ordinary dividends paid         -              -              -        -          (3,354)  (3,354)
        Balance as at 31 December 2023  8,384          37,874         233,866  (117,449)  8,400    171,075

 

 

 Notes  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)
 5      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

 

 

 

 

 

 

 

 

CONDENSED GROUP STATEMENT OF FINANCIAL POSITION (UNAUDITED)

 

 Notes
        As at                                      31 Dec 2024  31 Dec 2023  30 Jun 2024
                                                   £'000s       £'000s       £'000s
        Non-current assets
 6      Investments                                236,321      293,126      238,822
        Current assets
        Other receivables                          434          212          296
        Cash and cash equivalents                  287          -            1,485
                                                   721          212          1,781
        Current liabilities
 7      Loans                                      (13,065)     (15,000)     (2,850)
        Other payables                             (415)        (10,100)     (422)
        Zero dividend preference shares            -            (39,764)     (40,778)
                                                   (13,480)     (64,864)     (44,050)
        Net current liabilities                    (12,759)     (64,652)     (42,269)
        Total assets less current liabilities      223,562      228,474      196,553
        Non-current liabilities
        Zero dividend preference shares            (60,484)     (57,399)     (59,018)
        Net assets                                 163,078      171,075      137,535

        Equity attributable to equity holders
 8      Ordinary share capital                     9,319        8,384        8,384
        Share premium account                      52,577       37,874       37,874
        Special reserve                            233,866      233,866      233,866
        Capital reserves                           (156,230)    (117,449)    (157,807)
        Revenue reserve                            23,546       8,400        15,218
        Total attributable to equity holders       163,078      171,075      137,535

 9      Net asset value per ordinary share -pence
        Basic - pence                              174.99       204.04       164.04

 

 

CONDENSED GROUP STATEMENT OF CASH FLOWS (UNAUDITED)

 

                                                       Six months to  Six months to  Year to
                                                       31 Dec 2024    31 Dec 2023    30 Jun 2024
                                                       £'000s         £'000s         £'000s
 Operating activities:
 Profit/(loss) before taxation                         13,257         6,848          (25,015)
 Deduct investment income - dividends                  (12,468)       (2,150)        (11,869)
 Deduct investment income - interest                   (166)          (126)          (348)
 Deduct bank interest                                  (13)           (2)            (10)
 Add back bank interest charged                        282            1,527          2,242
 Add back (gains)/losses on investments                (3,837)        (9,549)        28,212
 Add back losses on derivative financial instruments   -              35             35
 Add back foreign exchange (gains)/losses              (126)          110            73
 Increase in other debtors                             (35)           (53)           (2)
 Decrease in creditors                                 (97)           (92)           (6)
 Add back ZDP shares finance costs                     2,385          2,574          5,207
 Net cash outflow from operating activities

 before dividends and interest                         (818)          (878)          (1,481)
 Dividends received                                    12,468         2,150          11,869
 Investment income - interest received                 63             29             117
 Bank interest received                                13             2              10
 Interest paid                                         (192)          (2,122)        (2,836)
 Cash flows from operating activities                  11,534         (819)          7,679
 Investing activities:
 Purchases of investments                              (5,363)        (9,405)        (10,130)
 Sales of investments                                  21,724         30,802         48,071
 Settlement of derivatives                             -              75             75
 Cash flows from investing activities                  16,361         21,472         38,016
 Financing activities:
 Equity dividends paid                                 (3,352)        (3,354)        (5,031)
 Drawdowns of loans                                    23,748         6,964          9,814
 Repayment of loans                                    (7,576)        (31,336)       (46,336)
 Cash flows from redemption of ZDP shares              (41,697)       -              -
 Cost of issuing shares                                (26)           -              -
 Repurchase of shares for cancellation                 (165)          -              -
 Cash flows from financing activities                  (29,068)       (27,726)       (41,553)

 Net (decrease)/increase in cash and cash equivalents  (1,173)        (7,073)        4,142
 Cash and cash equivalents at the beginning

 of the period                                         1,485          (2,638)        (2,638)
 Effect of movement in foreign exchange                (25)           (56)           (19)
 Cash and cash equivalents at the end of the period    287            (9,767)        1,485

 Comprised of:
 Cash                                                  287            -              1,485
 Bank overdraft                                        -              (9,767)        -
 Total                                                 287            (9,767)        1,485

 

 

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
2024 have been prepared in accordance with IAS 34 Interim Financial Reporting.

 

The annual financial statements of the Group for the year ended 30 June 2025
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 2024.

 

The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. 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 2024.

 

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 2024, 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 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 2024, although UIL's NAV return is above the
required hurdle of 5.6% 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 2025.

 

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 2024    31 Dec 2023    30 Jun 2024
                                                        £'000s         £'000s         £'000s
 Revenue                                                11,680         19             8,514
 Capital                                                1,577          6,829          (33,529)
 Total                                                  13,257         6,848          (25,015)

                                                        Number         Number         Number
 Weighted average number of shares in issue during the

 period for earnings per share calculations             88,033,311     83,842,918     83,842,918

                                                        pence          pence          pence
 Revenue return per ordinary share                      13.27          0.02           10.15
 Capital return per ordinary share                      1.79           8.15           (39.99)
 Total return per ordinary share                        15.06          8.17           (29.84)

 

5. DIVIDENDS

 

                                                               Six months to  Six months to  Year to
                                         Record     Payment    31 Dec 2024    31 Dec 2023    30 Jun 2024
                                         date       date       £'000s         £'000s         £'000s
 2023 Fourth quarterly interim of 2.00p  29-Sep-23  13-Oct-23  -              1,677          1,677
 2024 First quarterly interim of 2.00p   01-Dec-23  21-Dec-23  -              1,677          1,677
 2024 Second quarterly interim of 2.00p  10-May-24  23-May-24  -              -              1,677
 2024 Third quarterly interim of 2.00p   05-Jul-24  31-Jul-24  1,677          -              -
 2024 Fourth quarterly interim of 2.00p  27-Sep-24  8-Nov-24   1,675          -              -
                                                               3,352          3,354          5,031

 

The Directors declared a first quarterly dividend in respect of the year ended
30 June 2025 of 2.00p per share, paid on 17 January 2025 to all ordinary
shareholders on the register at close of business on 3 January 2025. The total
cost of the dividend, which has not been accrued in the results for the year
to 30 June 2024, is £1,864,000 based on 93,190,453 ordinary shares in issue.

 

The Directors have declared a second quarterly dividend in respect of the year
ending 30 June 2025 of 2.00p per ordinary share payable on 25 April 2025 to
shareholders on the register at close of business on 28 March 2025. The total
cost of this dividend, which has not been accrued in the results for the six
months to 31 December 2024, is £1,863,000 based on 93,133,335 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 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"), with a value of £41.8m was
transferred from level 2 to level 3 as the investee company shares were
delisted in the period (see note 11 related party transactions). The book cost
and fair value were transferred using the 30 June 2024 balances.

 

                                                                               31 Dec 2023
                                                             Level 1  Level 2  Level 3  Total
                                                             £'000s   £'000s   £'000s   £'000s
 Financial assets held at fair value through profit or loss
 Investments                                                 58,548   61,494   173,084  293,126

 

During the period, holdings with a value of £3,369,000 were transferred from
level 2 to level 1 due to the investee company shares resuming regular
trading. The book cost and fair values were transferred using the 30 June 2023
balances.

 

 

                                                                               30 Jun 2024
                                                             Level 1  Level 2  Level 3  Total
                                                             £'000s   £'000s   £'000s   £'000s
 Financial assets held at fair value through profit or loss
 Investments                                                 39,407   53,134   146,281  238,822

 

 

 

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 2024    31 Dec 2023    30 Jun 2024
                                £'000s         £'000s         £'000s
 Investments brought forward
 Cost                           146,284        168,186        168,186
 (Losses)/gains                 (3)            4,466          4,466
 Valuation                      146,281        172,652        172,652
 Transfer from level 2          41,796         -              -
 Purchases                      33,540         8,881          10,597
 Sales                          (40,423)       (16,651)       (27,239)
 Gains/(losses) on investments  4,952          8,202          (9,729)
 Valuation carried forward      186,146        173,084        146,281

 Analysed
 Cost                           187,956        159,268        146,284
 (Losses)/gains                 (1,810)        13,816         (3)
 Valuation carried forward      186,146        173,084        146,281

 

7. LOANS

In March 2024 Union Mutual Pension Fund Limited ("UMPF") provided a £5.0m
loan facility to UIL and 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 period.

 

On 9 October 2024 General Provincial Life Pension Fund Limited ("GPLPF")
provided a £5.0m loan facility to UIL maturing on 31 October 2025 and as at
31 December 2024, UIL had drawn £3.1m. The loan bears interest at an annual
rate of 10.5%.

 

On 5 August 2024 Somers Limited ("Somers") provided a £2.85m loan facility
maturing on 30 November 2024 and in November 2024, extended to 31 March 2025.
In August 2024 UIL drew £2.85m and in November 2024 UIL repaid £1.1m. As at
31 December 2024 the balance of the loan was £1.8m. The loan bears interest
at an annual rate of 7.0%.

 

On 9 October 2024 Somers provided a AUD 17.4m loan facility to UIL maturing on
31 October 2025. In October 2024 UIL drew AUD 17.0m and in December 2024 UIL
repaid AUD 11.4m. As at 31 December 2024, the loan balance was AUD 5.6m. The
loan bears interest at an annual rate of 10.5%.

 

On 10 December 2024 Resimac Group Limited ("Resimac") provided to UIL a AUD
11.0m loan maturing on 31 March 2025. As at 31 December 2024 the loan balance
was AUD 11.0m. The loan bears interest at an annual rate of 10.0%.

 

On 16 September 2024 Zeta provided a loan facility of USD 6.0m to UIL maturing
on 31 December 2024. On 17 September 2024 UIL drew USD 6.0m and repaid the USD
6.0m on 9 December 2024. The interest rate was 7.0% per annum and UIL paid
£0.1m interest to Zeta.

 

The loan facility with Bank of Nova Scotia 2024 expired on 19 April 2024 and
the loans drawn were fully repaid on 28 March 2024.

 

In aggregate, as at 31 December 2024 UIL had drawn down loans of £13,065,000
(31 December 2023: £15,000,000 and 30 June 2024: £2,850,000).

 

 

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 2024                      83,842,918    8,384
 Issued by the Company                           9,504,199     950
 Purchased for cancellation by the Company       (156,664)     (15)
 Balance as at 31 December 2024                  93,190,453    9,319

 

During the period the Company issued 9,504,199 ordinary shares to GPLPF at
£1.6655 per share, a total cost of £15,829,000 - see note 11 related party
transactions. The admission cost of the shares to the London Stock Exchange
was £26,000.

 

During the period the Company bought back for cancellation 156,664 (31
December 2023 and 30 June 2024: nil) ordinary shares at a total cost of
£165,000 (31 December 2023 and 30 June 2024: £nil).

 

A further 57,118 ordinary shares have been purchased for cancellation at a
total cost of £65,000 since the period end.

 

9. NET ASSET VALUE PER SHARE

Net asset value per ordinary share is based on net assets as at the period end
of £163,078,000 (31 December 2023: £171,075,000 and 30 June 2024:
£137,535,000) and on 93,190,453 ordinary shares in issue as at the period end
(31 December 2023 and 30 June 2024: 83,842,918).

 

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 2023 between the Company and its related parties:

 

Subsidiaries of UIL:

 

Energy Holdings Limited - UIL paid expenses of £66,000 on behalf of Energy
Holdings during the period.

 

West Hamilton Holdings Limited ("West Hamilton") - In the period a dividend
distribution of £191,000 was made to UIL.

 

Zeta - On 9 October 2024 UIL entered into a sale and purchase agreement with
GPLPF to acquire all the 187,572,396 ordinary shares in Zeta held by GPLPF.
GPLPF's Zeta shares were valued at £28.7m and the consideration was satisfied
through the transfer to GPLPF of UIL's investment in Allectus Capital Limited
("Allectus Capital") valued at £12.8m 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
for £4.0m making UIL the 100% share holder of Zeta.

 

On 17 October 2024 Zeta made a capital distribution of £20.7m and a dividend
distribution of £11.0m to UIL.

 

On 16 September 2024 Zeta provided to UIL a USD 6.0m loan facility, see note 7
for loans drawn. On 9 December 2024, Zeta purchased from UIL and cancelled
43,909,447 Zeta ordinary shares for £4.7m to fully repay the loan drawn by
UIL.

 

Zeta Minerals Limited - On 11 December 2024 UIL purchased 100% of Zeta
Minerals Limited shares in issue from Zeta for £100.

 

Joint ventures:

 

Allectus Capital - Pursuant to a loan agreement dated 1 September 2016, under
which UIL agreed to loan monies to Allectus Capital, UIL advanced to Allectus
Capital a loan of USD 0.9m and Allectus Capital repaid USD 1.2m. The balance
of the loan as at 31 December 2024 was USD nil (30 June 2024: USD 3.2m) having
been settled via the sale and purchase agreement between UIL and GPLPF (see
above).

 

Associated undertakings:

 

Carebook Technologies Inc ("Carebook") - In the period Carebook paid CAD 0.1m
loan interest to UIL.

 

Orbital Corporation Limited ("Orbital") - In the period 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 a further 3,370,061 Orbital shares at a
cost of £0.2m.

 

Resimac - See note 7 for loans to UIL from Resimac.

 

Somers - See note 7 for loans to UIL from Somers. In November 2024 Somers
purchased from UIL and cancelled 101,550 Somers ordinary shares for £1.1m to
repay the loan drawn by UIL.

 

Key management entities and persons:

ICM Limited ("ICM") and ICM Investment Management Limited ("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 £11,000,
there were no other transactions with ICM or ICMIM. As at 31 December 2024,
£89,000 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 to 31 December 2024 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 2024: Chairman
£26,775; Chairman of Audit & Risk Committee £25,575; Directors £19,815.
The Board received aggregate remuneration of £92,000 for services as
Directors. As at 31 December 2024, £nil remained outstanding to the
Directors. In addition to their fees, the Directors received dividends
totalling £24,000. There were no other transactions during the six months to
31 December 2024 with the Board and UIL.

 

Ultimate parent undertaking and companies controlled by key management
persons:

GPLPF received dividends of £2,194,000 from UIL, UMPF received dividends of
£341,000 from UIL and Mitre Investments Limited received dividends of
£100,000 from UIL. See note 7 for loans to UIL from GPLPF and UMPF and Zeta
above for transactions with GPLPF. There were no other transactions between
companies controlled by key management and UIL during the six months to 31
December 2024.

 

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 2024 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, 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 Holdings Limited ("Allectus Quantum"),
Somers and Zeta. 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 2024 managers' NAVs and these NAVs have been
reviewed to ensure that the economic impact of the high interest rate
environment, 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 high
rates of inflation, tightening energy supplies, higher interest rates 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 2024
                    Investment    Valuation       Risk        Sensitivity  Carrying  Sensitivity

                    type           methodology    weighting   +/-          amount    £'000s

 Investment                                                                £'000s
 Somers             Equity        NAV             Medium      20%          109,731   21,946
 Zeta*              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
 Other Investments  Equity        Various         Medium      20%          5,322     1,064
 Other Investments  Loans         Various         Low         10%          2,360     236
 Total                                                                     186,146   31,436

* Valuation of investment in Zeta

 

UIL holds 486.5m ordinary shares in Zeta which it valued at £48.5m as at 31
December 2024. In October 2024, after UIL acquired 100% of Zeta shares (see
note 11 related party transactions), Zeta shares were delisted from the ASX.
Since the delisting, the Zeta shares have been valued by UIL at their
underlying NAV per share. Zeta's portfolio consists of resource entities and
base metals exploration and production companies and its NAV was valued using
valuation techniques consistent with IFRS and is subject to an annual audit.
As at 31 December 2024 24% of Zeta's investment portfolio were level 3
holdings and valued using valuation techniques. Zeta's valuation has been
given a sensitivity of 10% to reflect the level 3 investments within Zeta's
portfolio and the high subjectivity and degree of uncertainty over the
managers' valuations of these unlisteds investments. The remaining 76% of
Zeta's portfolio was valued using their listed share price

 

 As at 31 December 2023
                    Investment    Valuation             Risk        Sensitivity  Carrying  Sensitivity

                    type           methodology          weighting   +/-          amount    £'000s

 Investment                                                                      £'000s
 Somers             Equity        NAV                   Medium      20%          121,808   24,362
 Allectus Capital   Equity        NAV                   Medium      20%          16,719    3,344
 Allectus Quantum   Equity        NAV                   Medium      20%          14,666    2,933
 West Hamilton      Equity        Fair value of assets  Low         10%          6,638     664
 Arria NLG Limited  Equity        Last fund raising     High        40%          5,428     2,171
 Other Investments  Equity        Various               Medium      20%          4,672     934
 Other Investments  Loans         Various               Low         10%          3,153     315
 Total                                                                           173,084   34,723

 

 

 As at 30 June 2024
                    Investment    Valuation       Risk        Sensitivity  Carrying  Sensitivity

                    type           methodology    weighting   +/-          amount    £'000s

 Investment                                                                £'000s
 Somers             Equity        NAV             Medium      20%          105,481   21,096
 Allectus Quantum   Equity        NAV             Medium      20%          14,681    2,936
 Allectus Capital   Equity &

                    Loans         NAV             Medium      20%          12,157    2,431
 West Hamilton      Equity        NAV             Low         10%          6,718     672
 Other Investments  Equity        Various         Medium      20%          4,787     957
 Other Investments  Loans         Various         Low         10%          2,457     246
 Total                                                                     146,281   28,338

 

 

13. GOING CONCERN

Notwithstanding that the Group has reported net current liabilities of
£12,759,000 as at 31 December 2024 (31 December 2023: £64,652,000 and 30
June 2024: £42,269,000), 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 17.6% of
the Company's total portfolio as at 31 December 2024. 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
2024 Annual Report and an assessment of the Company's ability to meet its
liabilities as they fall due (including the loan 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 loans of £13,065,000. 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. SUBSEQUENT EVENTS

On 2 January 2025, UIL entered into a definitive agreement with Carebook to
take Carebook private and purchase all the common shares in the capital of
Carebook, other than those common shares already owned by UIL or its
affiliates. UIL offered CAD 0.10 cash per share which amounts, in total, to a
commitment by UIL of £2.3m. The settlement of purchasing these shares will be
on 24 February 2025. UIL will own 87.8% of the common shares of Carebook after
the privatisation (as at 31 December 2024: 47.3% of the common shares).
Permanent Mutual Limited, a company controlled by key management persons, owns
the remaining 12.2% of the common shares.

 

On 4 February 2025 Resimac Financial Services Limited, a subsidiary of
Resimac, provided to UIL a NZD 10.0m loan maturing on 31 May 2025. The loan
bears interest at an annual rate of 10.35%.

 

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 2024; the report of the
auditors thereon was unqualified. The condensed financial statements shown
above for the year ended 30 June 2024 are an extract from those accounts

 

 

Legal Entity Identifier: 213800CTZ7TEIE7YM468

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