10 October 2024
UIL LIMITED
(LEI Number: 213800CTZ7TEIE7YM468)
Acquisition of shares in Zeta Resources Limited
The Board of UIL Limited ("UIL") announces that, as referred to in UIL's annual report and accounts released on 8 October 2024, UIL plans to merge the Zeta Resources Limited ("Zeta") investment platform into UIL.
UIL has entered into a sale and purchase agreement with General Provincial Life Pension Fund Limited ("GPLPF") to acquire all the 187,572,396 ordinary shares in Zeta held by GPLPF, leading to UIL owning 95.03% of the share capital of Zeta. UIL has given notice to acquire the remaining Zeta shares that it currently does not own by compulsory acquisition in accordance with s103 of the Companies Act 1981 of Bermuda. GPLPF currently holds 65.5% of UIL's ordinary shares and is therefore a related party for the purposes of DTR 7.3.
Based on the net asset value per share of Zeta as at 8 October 2024 of A$0.2973, GPLPF's Zeta shares are valued at £28.7m and the consideration will be satisfied through the transfer to GPLPF of UIL's investment in Allectus Capital Limited, an unlisted investment company with a portfolio of technology businesses (valued at £12.8m as at 8 October 2024) and the issue to GPLPF of 9,504,199 new UIL ordinary shares at £1.6655 each (being equal to the net asset value per UIL ordinary share as at 8 October 2024 of £1.5445 adjusted for UIL's investment in Zeta valued at its underlying net asset value per share). The use of net asset values at the latest practicable date prior to entry into the sale and purchase agreement will ensure no pro-forma dilution in UIL's net asset value per share. Starting on 11 October 2024, for UIL's daily net asset value reporting, UIL intends to value its investment in Zeta at its underlying net asset value per share.
Application has been made to the London Stock Exchange for the 9,504,199 new UIL ordinary shares to be admitted to trading on the Specialist Funds Segment of the Main Market of the London Stock Exchange. Admission of the new UIL ordinary shares is expected on or around 14 October 2024.
Following admission, the total number of UIL ordinary shares with voting rights in issue will be 93,259,784 and GPLPF will hold 69.0% of UIL's enlarged ordinary share capital.
Name of contact and telephone number for enquiries:
Charles Jillings
ICM Investment Management Limited
Telephone: 01372 271486
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