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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Uil Limited | LSE:UTL | London | Ordinary Share | BMG917071026 | ORD 10P (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
3.50 | 3.23% | 112.00 | 108.00 | 116.00 | 112.00 | 112.00 | 112.00 | 22,707 | 08:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Finance Services | -30.11M | -44.45M | -4445100.0000 | 0.00 | 11 |
TIDMUTLD TIDMUTL TIDMTTM TIDMTTM
RNS Number : 3514X
UIL Finance Limited
21 February 2017
UIL Finance Limited
Report and accounts for the six months to 31 December 2016
UIL Finance Limited
Report and accounts
for the six months to 31 December 2016
Contents Page Company Directory 2 Strategic Report 3 Report of the Directors 4 Directors' Statement of Responsibilities 6 Unaudited Condensed Income Statement 7 Unaudited Condensed Balance Sheet 8 Unaudited Condensed Notes to the Accounts 9 UIL Finance Limited Company Directory Registered Office 34 Bermudiana Road Hamilton HM 11 Bermuda Directors Peter Burrows, AO (Chairman) Alison Hill Warren McLeland Christopher Samuel David Shillson Eric Stobart Company Number 39479 Auditor KPMG LLP 15 Canada Square Canary Wharf London E14 5GL Date of Formation 17 January 2007 Closed end investment Nature of Business company Ordinary Shareholder and Parent Company UIL Limited
UIL Finance Limited
Strategic Review
The Strategic Review is designed to provide shareholders with an insight into the operations of the Company during the period. In particular, it gives information on:
-- the Company's objective and investment policy;
-- the regulatory and competitive environment within which the Company operates;
-- the Board's strategy for achieving its stated objectives;
-- principal risks and risk management; and
-- key performance indicators.
Objective
The Company's investment objective is to finance and fund the final capital entitlements of the ZDP shares.
Investment policy
The Company seeks to fund the final capital entitlements of the ZDP shares by lending current asset funds to its parent company, UIL Limited.
Regulatory and competitive environment
The Company is obliged to comply with Bermuda law, the Listing Rules of the Financial Conduct Authority and International Financial Reporting Standards ("IFRS") as adopted by the European Union. The Company is exempt from taxation, except insofar as it is withheld from income received. Under Bermuda law, the Company may not distribute income by way of a dividend unless, after distribution of the dividend, the realisable value of the Company's assets would be greater than the aggregate of its liabilities.
ICM Investment Management Limited ("ICMIM") is the Alternative Investment Fund Manager of UIL Limited and joint investment manager with ICM Limited, with ICMIM also being appointed as the Company's company secretary.
Strategy for achieving objectives
The Company's performance in pursuing its objective is based on the ability of its parent company to repay the intra-group loan to the Company. UIL Limited has provided an undertaking to provide sufficient funds to the Company to meet each redemption as it falls due.
Principal risks
The principal underlying risk of the Company continues to relate to its ability to repay the ZDP shares when they fall due. This is dependent on the asset performance of the parent company. At 31 December 2016, the parent company had net assets of GBP236,267,000 (2015: GBP146,387,000) after providing for amounts due to ZDP shareholders. Details of the ZDP shares are set out in note 7 to the accounts.
A further risk faced by the Company is that of a regulatory nature. A regulatory or legal breach could lead to financial penalties or a qualified audit report. The Company uses all reasonable efforts to ensure that the Company adheres to the relevant statutory and regulatory requirements.
Key Performance Indicators
The Board assesses the Company's success in pursuing its objectives in the ability to provide for the amounts due to the ZDP shareholders.
This Strategic Review was approved by the Board of Directors on 21 February 2017.
ICM Investment Management Limited
Company Secretary
UIL Finance Limited
Report of the Directors
The Directors present their report and the financial statements of the Company for the six months ended 31 December 2016.
Principal activity and status
UIL Finance Limited (the "Company") is a Bermuda exempted, closed ended investment company with company registration number 39479. The Company's issued zero dividend preference ("ZDP") shares are listed on the standard segment of the main market of the London Stock Exchange.
Corporate Governance
Bermuda does not have its own corporate governance code and, as a Bermuda incorporated company, the Company is not required to comply with the UK Corporate Governance Code issued by the Financial Reporting Council (the "Code"). However, it is the Company's policy to comply with best practice on good corporate governance and maintain the same level of governance as UK listed investment companies. The Board has therefore considered the principles set out in the AIC Code of Corporate Governance (the "AIC Code") and the relevant provisions of the Code.
Except as disclosed below, the Company complied throughout the period with the recommendations of the AIC Code and the relevant provisions of the Code. The provisions of the Code regarding the role of chief executive and on Directors' remuneration are not relevant to the Company and are not reported on further.
In view of the requirement of the Bye-Laws that all Directors retire by rotation, the Board considers that it is not appropriate for the Directors to be appointed for specified terms as recommended by the AIC Code. However, in accordance with provision B.7.1 of the Code and principle 3 of the AIC Code, all Directors are subject to election by shareholders at the first annual general meeting following their appointment and to re-election thereafter at intervals of no more than three years. Any Director serving beyond nine years is required to seek annual re-election. The Board of Directors does not consider it is necessary to appoint a Senior Independent Director.
Results and Dividends
The results for the period are set out in the attached accounts which are prepared on a going concern basis (see note 13).
The Company has not declared a dividend in respect of the period ended 31 December 2016.
Placing of 2020 ZDP Shares
On 14 July 2016 the Company placed 14 million 2020 ZDP Shares at 128p per share with certain institutional and other investors (including 3,225,815 new 2020 ZDP Shares with UIL Limited) raising gross proceeds of GBP17.9 million.
Redemption of the 2016 ZDP shares
The outstanding 32,546,966 2016 ZDP Shares were redeemed in full on 31 October 2016 at 192.78p per share.
Directors
The following Directors held office throughout the period, unless otherwise stated:
Peter Burrows (Chairman)
Alison Hill
Warren McLeland
Christopher Samuel
David Shillson
Eric Stobart
Directors' Disclosures
At 31 December 2016, no Director had any interest in the Company's shares (2015: none). No Director acquired or disposed of any interest in the shares in the Company during the period or since the period end.
Re-election of Directors
Each Director has signed a letter of appointment setting out the terms of their engagement as a Director, but does not have a service agreement with the Company.
Board Meetings
The Board meets at least twice a year to consider strategic affairs and to approve the interim report and the annual report and accounts. In view of the nature of the Company's business the Board does not consider it necessary to appoint a separate audit committee or nominations committee.
Directors' Remuneration
No Director received or is entitled to receive any remuneration from the Company.
Statement of Changes in Equity
There were no movements in equity attributable to equity holders and a statement of changes in equity has therefore not been prepared.
Cash Flow
There were no cash flows in the period and therefore a cash flow statement has not been prepared.
Share Capital
Full details of the changes to the Company's authorised and issued share capital during the period can be found in note 8 to the accounts.
Ordinary shares of UIL Limited
Ordinary shares of UIL Limited rank behind the ZDP shares on a winding up of the Company and UIL Limited, together referred to as the Group (save for any undistributed revenue reserves of UIL Limited on a winding up).
Auditor
KPMG LLP ("KPMG") was the Company's auditor for the year ended 30 June 2016 and was re-appointed as auditor to the Company at the AGM of the Company on 16 November 2016.
By order of the Board
ICM Investment Management Limited,
Secretary
21 February 2017
UIL Finance Limited
Directors' Statement of Responsibilities
In accordance with Chapter 4 of the Disclosure 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 2016 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 Company;
-- The half-yearly financial 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;
-- 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
Peter Burrows
Chairman
21 February 2017
UIL Finance Limited
Unaudited Condensed Income Statement Six months Six months to to Year to 31 December 31 December 30 June 2016 2015 2016 Note GBP'000s GBP'000s GBP'000s ----------------------- ----- ------------ ------------ --------- Interest income 2 6,960 6,279 12,745 ------------------------ ----- ------------ ------------ --------- Total income 6,960 6,279 12,745 Other expenses - - - ----------------------- ----- ------------ ------------ --------- Profit before finance costs and taxation 6,960 6,279 12,745 ------------------------ ----- ------------ ------------ --------- Finance costs 3 (6,960) (6,279) (12,745) ------------------------ ----- ------------ ------------ --------- Profit before tax - - - Taxation - - - ------------------------ ----- ------------ ------------ --------- Profit for the period - - - ------------------------ ----- ------------ ------------ --------- Earnings per share - pence - - - ------------------------ ----- ------------ ------------ --------- The Company 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 are derived from continuing operations. UIL Finance Limited Unaudited Condensed Balance Sheet As at 31 December 31 December 30 June 2016 2015 2016 Note GBP'000s GBP'000s GBP'000s ----------------------------- ----- ------------ ------------ ---------- Current assets Other receivables 6 168,041 178,720 206,373 ----------------------------- ----- ------------ ------------ ---------- Current liabilities Zero dividend preference shares 7 - (86,448) (61,327) ----------------------------- ----- ------------ ------------ ---------- Total assets less current liabilities 168,041 92,272 145,046 Non-current liabilities Zero dividend preference shares 7 (168,041) (92,272) (145,046) ----------------------------- ----- ------------ ------------ ---------- Net assets - - - ----------------------------- ----- ------------ ------------ ---------- Equity attributable to equity holders Ordinary share capital 8 - - - ----------------------------- ----- ------------ ------------ ----------
UIL Finance Limited
Unaudited Condensed Notes to the Accounts
for the period to 31 December 2016
1. Accounting policies
The Company is an investment company incorporated in Bermuda on 17 January 2007. The accounting policies below are unchanged from the previous year.
(a) Basis of accounting
The financial statements of the Company have been prepared on a going concern basis in accordance with International Financial Reporting Standards as adopted by the European Union, which comprise standards and interpretations approved by the International Accounting Standards Board and International Accounting Standards Committee that remain in effect.
A Statement of Changes in Equity has not been presented as there is no movement in the current or prior period.
At the date of authorisation of these Accounts, the following standards and interpretations have not been applied in these Accounts since they were in issue but not yet effective:
International Accounting Effective date for accounting Standards (IAS/IFRS) periods starting on or after IFRS 9 Financial Instruments 1 January 2018
The Directors have chosen not to early adopt these standards and interpretations as they do not anticipate that they would have a material impact on the Company's Accounts in the period of initial application.
(b) Zero dividend preference shares
The ZDP shares, due to be redeemed on 31 October 2018, 2020 and 2022, at a redemption value of 160.52 pence per share, 154.90 pence per share and 146.99 pence per share respectively, have been classified as liabilities, as they represent an obligation on behalf of the Company to deliver to their holders a fixed and determinable amount at the redemption date. They are accordingly accounted for at amortised cost, using the effective interest method. Under Bermuda company law ZDP shares are recognised as share capital in the Company.
(c) Cash flow statement
There were no cash flows in the period or in the prior year and therefore a cash flow statement has not been prepared. All transaction movements were through the intra-group loan account.
(d) Foreign currency
The functional and reporting currency is pounds sterling because the Company's ZDP share capital was raised, and will be repaid, in pounds sterling, and has been lent to, and will be repaid, by the parent company, in that currency.
(e) Interest income
Interest on debt is accrued on a time basis using the effective interest method.
(f) Expenses
The Company incurs no expenses other than finance costs. The Directors are not entitled to receive any remuneration and all other expenses relating to the Company are paid in full by the parent company.
(g) Finance costs
Finance costs are accounted for on an effective interest method.
UIL Finance Limited
Unaudited Condensed Notes to the Accounts (continued)
1. Accounting policies (continued)
(h) Inter company loan
UIL Limited has agreed to place the Company in sufficient funds to enable the Company to pay the capital entitlement of each class of ZDP share on their respective redemption dates. The amount owed in the accounts is based on the entitlements of the ZDP shareholders at the relevant date.
2 Interest income Six months Six months Year to to to 31 December 31 December 30 June 2016 2015 2016 GBP'000s GBP'000s GBP'000s -------------------------- ------------ ------------ --------- Loan to parent company - interest receivable 6,960 6,279 12,745 -------------------------- ------------ ------------ --------- 3 Finance costs Six months Six months Year to to to 31 December 31 December 30 June 2016 2015 2016 GBP'000s GBP'000s GBP'000s ------------ ------------ ------------ --------- ZDP shares 6,960 6,279 12,745 ------------ ------------ ------------ --------- 4. Earnings per share
The calculation of earnings per share is based on a profit after tax for the period of GBPnil (for the periods to 31 December 2015 and 30 June 2016: GBPnil) and a weighted average number of 10 ordinary shares in issue during the period (for the periods 31 December 2015 and 30 June 2016: 10 ordinary shares in issue).
5. Dividends
There were no dividends paid or declared in respect of the period.
6. Other receivables 31 December 31 December 30 June 2016 2015 2016 GBP'000s GBP'000s GBP'000s -------------------------- ------------ ------------ --------- Loan to parent company - UIL Limited 168,041 178,720 206,373 -------------------------- ------------ ------------ ---------
The loan is repayable on demand.
UIL Finance Limited
Unaudited Condensed Notes to the Accounts (continued)
7. Zero dividend preference shares 31 December 31 December 30 June 2016 2015 2016 GBP'000s GBP'000s GBP'000s ---------------------------------- ------------ ------------ --------- ZDP shares - current liabilities 2016 ZDP shares - 86,448 61,327 ---------------------------------- ------------ ------------ --------- ZDP shares - non-current liabilities 2018 ZDP shares 70,046 65,152 67,548 2020 ZDP shares 47,169 27,120 28,134 2022 ZDP shares 50,826 - 49,364 ---------------------------------- ------------ ------------ --------- 168,041 92,272 145,046 ---------------------------------- ------------ ------------ --------- Total ZDP shares liabilities 168,041 178,720 206,373 ---------------------------------- ------------ ------------ ---------
Authorised ZDP shares of the Company at 31 December 2016 and 30 June 2016 are as follows:
Number GBP'000s ----------------------------- ----------- --------- 2016 ZDP shares of 10p each 45,046,966 4,505 2018 ZDP shares of 5.9319p each 70,198,945 4,164 2020 ZDP shares of 6.0514p each 50,000,000 3,026 2022 ZDP shares of 5.3180p each 78,117,685 4,154 ------------------------------ ----------- ---------
UIL Finance Limited
Unaudited Condensed Notes to the Accounts (continued)
7. Zero dividend preference shares (continued)
ZDP shares issued by the Company are as follows:
31 December 2016 2018 2020 2022 Total 2016 Number GBP'000s Number GBP'000s Number GBP'000s Number GBP'000s GBP'000s ------------ ------------- --------- ------------- --------- ----------- --------- ----------- --------- ---------- Balance at 30 June 2016 32,546,966 61,327 49,842,413 67,548 25,000,000 28,134 50,000,000 49,364 206,373 Issue of ZDP shares - - - - 14,000,000 17,920 - - 17,920 Issue costs of ZDP shares - - - - - (345) - (123) (468) Redemption of 2016 ZDP shares (32,546,966) (62,744) - - - - - - (62,744) Finance costs - 1,417 - 2,498 - 1,460 - 1,585 6,960 ------------ ------------- --------- ------------- --------- ----------- --------- ----------- --------- ---------- Balance at 31 December 2016 - - 49,842,413 70,046 39,000,000 47,169 50,000,000 50,826 168,041 ------------ ------------- --------- ------------- --------- ----------- --------- ----------- --------- ---------- 2016 2018 2020 Total 31 December 2015 Number GBP'000s Number GBP'000s Number GBP'000s GBP'000s ------------------------- ------------- --------- ------------- --------- ----------- --------- ---------- Balance at 30 June 2015 47,500,000 83,493 49,842,413 62,816 25,000,000 26,132 172,441 Finance costs - 2,955 - 2,336 - 988 6,279 ------------------------- ------------- --------- ------------- --------- ----------- --------- ---------- Balance at 31 December 2015 47,500,000 86,448 49,842,413 65,152 25,000,000 27,120 178,720 ------------------------- ------------- --------- ------------- --------- ----------- --------- ---------- 30 June 2016 2018 2020 2022 Total 2016 Number GBP'000s Number GBP'000s Number GBP'000s Number GBP'000s GBP'000s ------------ ------------- --------- ------------- --------- ----------- --------- ----------- --------- ---------- Balance at 30 June 2015 47,500,000 83,493 49,842,413 62,816 25,000,000 26,132 - - 172,441 Issue of ZDP shares - - - - - - 50,000,000 50,000 50,000 Issue costs of ZDP shares - - - - - - - (696) (696) Conversion of 2016 ZDP shares (14,953,034) (28,117) - - - - - - (28,117) Finance costs - 5,951 - 4,732 - 2,002 - 60 12,745 ------------ ------------- --------- ------------- --------- ----------- --------- ----------- --------- ---------- Balance at 30 June 2016 32,546,966 61,327 49,842,413 67,548 25,000,000 28,134 50,000,000 49,364 206,373 ------------ ------------- --------- ------------- --------- ----------- --------- ----------- --------- ----------
UIL Finance Limited
Unaudited Condensed Notes to the Accounts (continued)
7. Zero dividend preference shares (continued)
On 1 July 2016, UIL Finance Limited announced plans to issue up to 14 million 2020 ZDP shares pursuant to the Placing Programme at a price of 128p per 2020 ZDP Share. The 14 million 2020 ZDP shares were admitted to the Official List and to trading on the London Stock Exchange and dealings on 14 July 2016. A total of 10,774,185 new 2020 ZDP shares were placed with certain institutional investors at a price of 128p per 2020 ZDP share raising gross proceeds of GBP13.8 million. The remaining 3,225,815 new 2020 ZDP shares were acquired by UIL Limited at a price of 128p per 2020 ZDP share and held by UIL Limited for investment purposes in accordance with its investment policy. In the period UIL Limited sold 1,942,059 2020 ZDP shares in the open market and held 1,283,756 2020 ZDP shares at 31 December 2016.
UIL Limited held 9,000,788 2022 ZDP shares at 30 June 2016. In the period UIL Limited sold 3,526,007 2022 ZDP shares in the open market and held 5,474,781 2022 ZDP shares at 31 December 2016.
On 31 October 2016 the remaining 32,546,966 2016 ZDP shares that were in issue, inclusive of 503,008 2016 ZDP shares purchased in the open market in the period by UIL Limited, were redeemed at 192.78p per 2016 ZDP share.
2018 ZDP shares
Based on the initial entitlement of a 2018 ZDP share of 100p on 26 January 2012, a 2018 ZDP share will have a final capital entitlement at the end of its life on 31 October 2018 of 160.52p equating to a 7.25% per annum gross redemption yield. The capital entitlement (excluding issue costs) per 2018 ZDP share at 31 December 2016 was 141.18p (31 December 2015: 131.65p and 30 June 2016: 136.81p).
2020 ZDP shares
Based on the initial entitlement of a 2020 ZDP share of 100p on 31 July 2014, a 2020 ZDP share will have a final capital entitlement at the end of its life on 31 October 2020 of 154.90p equating to a 7.25% per annum gross redemption yield. The capital entitlement (excluding issue costs) per 2020 ZDP share at 31 December 2016 was 118.43p (31 December 2015: 110.43p and 30 June 2016: 114.77p).
2022 ZDP shares
Based on the initial entitlement of a 2022 ZDP share of 100p on 23 June 2016, a 2022 ZDP share will have a final capital entitlement at the end of its life on 31 October 2022 of 146.99p equating to a 6.25% per annum gross redemption yield. The capital entitlement (excluding issue costs) per 2022 ZDP share at 30 June 2016 was 100.43p (31 December 2015: not applicable and 30 June 2016: 100.43p).
The ZDP shares are admitted to the standard segment of the Official List and to trading on the London Stock Exchange and are stated at amortised cost using the effective interest method. The ZDP shares carry no entitlement to income however they have a pre-determined final capital entitlement which ranks behind all other liabilities and creditors of the Company and UIL Limited but in priority to the ordinary shares of the Company and UIL Limited save in respect of certain winding up revenue profits of UIL Limited.
UIL Finance Limited
Unaudited Condensed Notes to the Accounts (continued)
7. Zero dividend preference shares (continued)
The growth of each ZDP share accrues daily and is reflected in the return and net asset value per ZDP share on an effective interest method. The ZDP shares do not carry any voting rights at general meetings of the Company. However the Company will not be able to carry out certain corporate actions unless it obtains the separate approval of the ZDP shareholders (treated as a single class) at a separate meeting. Separate approval of each class of ZDP shareholders must be obtained in respect of any proposals which would affect their respective rights, including any resolution to wind up the Company. In addition the approval of ZDP shareholders by the passing of a special resolution at separate class meetings of the ZDP shareholders is required in relation to any proposal to modify, alter or abrogate the rights attaching to any class of the ZDP shares and in relation to any proposal by the Company or its parent company which would reduce the Group's cover of the existing 2018 ZDP shares below 1.5 times and the Group's cover of the existing 2020 ZDP shares and 2022 ZDP shares below 1.35 times.
On a liquidation of UIL Limited and/or the Company, to the extent that the relevant classes of ZDP shares have not already been redeemed, the shares shall rank in the following order of priority in relation to the repayment of their accrued capital entitlement as at the date of liquidation:
(i) the 2018 ZDP shares shall rank in priority to the 2020 ZDP shares and the 2022 ZDP shares; and
(ii) the 2020 ZDP shares shall rank in priority to the 2022 ZDP shares.
The entitlement of ZDP Shareholders of a particular class shall be determined in proportion to their holdings of ZDP shares of that class.
8. Ordinary share capital Number GBP Authorised Ordinary shares of 10p each 10 1 ------------------------------- ------- ---- Issued and nil paid Balance at 31 December 2016, 31 December 2015 10 - and 30 June 2016 ------------------------------- ------- ----
In addition to receiving any income distributed by way of dividend, the ordinary shareholders will be entitled to all surplus assets after payment of all debts, including ZDP shares.
Net asset value per ordinary share is GBPnil (31 December 2015: nil and 30 June 2016: GBPnil) based on 10 shares in issue.
9. Parent company
UIL Limited, incorporated in Bermuda, is the parent company of the Company, holding 100% of the nil paid ordinary shares.
In the opinion of the Directors, the ultimate holding undertaking is General Provincial Life Pension Fund (L) Limited, which is incorporated in Malaysia, holding 62.0% of the ordinary shares in UIL Limited.
10. Related party transactions
UIL Limited, General Provincial Life Pension Fund (L) Limited and the Board of the Company are considered related parties. Amounts owing from related parties are disclosed in the financial statements in note 6, ZDP shares issued to UIL Limited are disclosed in note 7 and interest receivable from related parties is disclosed in note 2. Details of ZDP shares traded and held by UIL Limited are disclosed in note 7.
UIL Finance Limited
Unaudited Condensed Notes to the Accounts (continued)
11. Operating Segments
The Directors are of the opinion that the Company's activities comprise a single business segment of financing the Company's ZDP shares debt by lending current asset funds to its parent company and therefore no segmental reporting is provided.
12. Financial Risk Management
The Board of Directors is responsible for the Company's risk management. The Directors' policies and processes for managing the financial risks are set out in the interest rate exposure and credit risk management sections below.
The accounting policies which govern the reported Balance Sheet carrying values of the underlying financial assets and liabilities, as well as the related income and expenditure, are set out in note 1 to the accounts. The policies are in compliance with International Financial Reporting Standards as adopted by the European Union and best practice, and include the valuation of financial assets at fair value and liabilities at amortised cost.
Interest Rate exposure
The exposure of the financial assets and liabilities to interest risks is shown below:
Within More than Total one year one year 31 December 2016 GBP'000s GBP'000s GBP'000s --------------------------------- ---------- --------- ---------- Exposure to fixed rates Zero dividend preference shares (168,041) - (168,041) Intra-group loan 168,041 168,041 - --------------------------------- ---------- --------- ---------- Net exposures At period end - 168,041 (168,041) Maximum in period - 168,041 (168,041) Minimum in period - 145,046 (145,046) --------------------------------- ---------- --------- ---------- Within More than Total one year one year 31 December 2015 GBP'000s GBP'000s GBP'000s --------------------------------- ---------- --------- ---------- Exposure to fixed rates Zero dividend preference shares (178,720) (86,448) (92,272) Intra-group loan 178,720 178,720 - --------------------------------- ---------- --------- ---------- Net exposures At period end - 92,272 (92,272) Maximum in period - 176,579 (176,579) Minimum in period - 91,338 (91,338) --------------------------------- ---------- --------- ----------
UIL Finance Limited
Unaudited Condensed Notes to the Accounts (continued)
12. Financial Risk Management (continued) Within More than Total one year one year 30 June 2016 GBP'000s GBP'000s GBP'000s --------------------------------- ---------- --------- ---------- Exposure to fixed rates Zero dividend preference shares (206,373) (61,327) (145,046) Intra-group loan 206,373 206,373 - --------------------------------- ---------- --------- ---------- Net exposures At period end - 145,046 (145,046) Maximum in period - 176,614 (176,614) Minimum in period - 145,046 (145,046) --------------------------------- ---------- --------- ----------
Credit Risk exposure
The Company is exposed to potential failure by its parent company to settle the ZDP share liability on behalf of the Company on the respective repayment dates. The Board assesses this risk at each Board meeting.
2018 ZDP shares
Based on their final entitlement of 160.52p per share, the final entitlement of the 2018 ZDP shares were covered 3.09 times by UIL Limited's gross assets on 31 December 2016. Should the gross assets fall by 67.6% over the remaining life of the 2018 ZDP shares, then the 2018 ZDP shares would not receive their final entitlements in full. Should gross assets fall by 84.3%, equivalent to an annual fall of 63.6%, the 2018 ZDP shares would receive no payment at the end of their life.
2020 ZDP shares
Based on their final entitlement of 154.90p per share, the final entitlement of the 2020 ZDP shares were covered 2.22 times by UIL Limited's gross assets on 31 December 2016. Should gross assets fall by 55.0% over the remaining life of the 2020 ZDP shares, then the 2020 ZDP shares would not receive their final entitlements in full. Should gross assets fall by 67.6%, equivalent to an annual fall of 25.5%, the 2020 ZDP shares would receive no payment at the end of their life.
2022 ZDP shares
Based on their final entitlement of 146.99p per share, the final entitlement of the 2022 ZDP shares were covered 1.66 times by UIL Limited's gross assets on 30 June 2016. Should gross assets fall by 39.6% over the remaining life of the 2022 ZDP shares, then the 2022 ZDP shares would not receive their final entitlements in full. Should gross assets fall by 55.0%, equivalent to an annual fall of 12.8%, the 2022 ZDP shares would receive no payment at the end of their life.
None of the Company's financial liabilities is past due or impaired.
UIL Finance Limited
Unaudited Condensed Notes to the Accounts (continued)
12. Financial Risk Management (continued)
Fair Values of financial assets and liabilities
The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the Balance Sheet at fair value except for ZDP shares which are carried at amortised cost using effective interest method in accordance with IAS39, or at a reasonable approximation thereof.
The fair values of the ZDP shares based on their quoted market value were:
31 December 31 December 30 June 2016 2015 2016 GBP'000s GBP'000s GBP'000s ----------------- ------------ ------------ --------- 2016 ZDP shares - 89,894 62,165 2018 ZDP shares 76,947 72,022 73,393 2020 ZDP shares 52,065 31,033 32,500 2022 ZDP shares 54,875 - 52,250 ----------------- ------------ ------------ ---------
Capital risk management
The objective of the Company is to finance and fund the redemption value of the ZDP shares. The Board has a responsibility for ensuring the Company's ability to continue as a going concern and to meet the redemption of the ZDP shares.
13. Going Concern
The Directors believe in the light of the controls and monitoring processes that are in place, the Company has adequate resources and arrangements, due to the support of the parent company, to continue operating within its stated objective and policy for the foreseeable future and that it is appropriate to adopt the going concern basis in preparing the accounts.
14. Results
The condensed set of financial statements, forming the half-year accounts, has been neither audited nor reviewed by the Company's auditor. The latest published accounts are for the year ended 30 June 2016; the report of the auditor thereon was unqualified. The condensed financial statements shown above for the year ended 30 June 2016 are an extract from those accounts and are not the Company's statutory financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
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