Publication of a Prospectus - 2024 ZDPs

RNS Number : 1185S

UIL Limited

28 September 2017

 

For release on 28 September 2017

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR ACQUIRE ANY TRANSFERABLE SECURITIES (AS DEFINED IN SCHEDULE 11A OF THE FINANCIAL SERVICES AND MARKETS ACT 2000), NOR SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND WHATSOEVER. POTENTIAL INVESTORS SHOULD READ THE RELEVANT PROSPECTUS (WHICH HAS BEEN PUBLISHED FOLLOWING APPROVAL BY THE UK LISTING AUTHORITY) CAREFULLY BEFORE ANY INVESTMENT DECISION IS MADE.

UIL Limited ("UIL" or the "Company")

UIL Finance Limited ("UIL Finance")

(together the "Group")

Publication of Prospectus

The Group announces that it has today published a prospectus (the "Prospectus"), which has been approved by the UK Listing Authority, in connection with:

-       a rollover offer of 2018 ZDP Shares into 2024 ZDP Shares (the "Rollover Offer");

-       a placing of up to 30 million 2024 ZDP Shares (less the number of 2024 ZDP Shares arising on the conversion of 2018 ZDP Shares pursuant to the Rollover Offer) (the "Placing"); and

-       a UIL Limited subscription of up to 20 million 2024 ZDP Shares (the "UIL Subscription").

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM and on the Company's website: www.uil.limited.

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus to be published today.

The Board has today announced detailed proposals to provide holders of existing 2018 ZDP Shares with the opportunity to roll over some or all (subject to the overall limits of the Rollover Offer) of their 2018 ZDP Shares into a new class of up to 30 million 2024 ZDP Shares. The Board has also announced proposals for a placing of up to 30 million 2024 ZDP Shares (less the number of 2024 ZDP Shares arising upon conversion of 2018 ZDP Shares pursuant to the Rollover Offer) and the subscription by UIL of up to 20 million 2024 ZDP Shares.

This announcement explains the Proposals and why the Board considers them in the best interests of ZDP Shareholders as a whole.

Background to the Proposals

UIL Finance currently has three series of ZDP Share in issue. These are due for redemption on 31 October in 2018, 2020 and 2022 respectively. The aggregate redemption sum payable on the redemption of the 2018 ZDP Shares is approximately £80 million. This will be due on 31 October 2018. Following discussions regarding the payment of the Final Capital Entitlement in respect of the 2018 ZDP Shares, the UIL Finance Directors concluded that they wish to provide 2018 ZDP Shareholders with the opportunity to remain invested in the Group and as a result have formulated the Proposals, which consist of the Rollover Offer, the Placing and the UIL Subscription.

The Rollover Offer

Under the Rollover Offer, each Qualifying Holder of 2018 ZDP Shares on the Record Date will be given the opportunity to rollover some or all of their Qualifying Holding (subject to the overall limits of the Rollover Offer) into new 2024 ZDP Shares. The Rollover Value attributed to each 2018 ZDP Share will be 156p, a premium of 4.2 per cent. to their Accrued Capital Entitlement as at the Rollover Date. The new 2024 ZDP Shares arising upon the conversion of 2018 ZDP Shares pursuant to the Rollover Offer will be deemed to be issued at the 2024 ZDP Share issue price, which will be 100p per 2024 ZDP Share.

The 2024 ZDP Shares will have a Gross Redemption Yield of 4.75 per cent. and a maturity date of 31 October 2024. Investors should note that the predetermined capital entitlement of the ZDP Shares is not guaranteed and is dependent upon UIL having sufficient assets to satisfy its obligations to UIL Finance under the Subscription Agreement. There is no present intention to put forward further proposals to 2018 ZDP Shareholders in advance of their ZDP Repayment Date on 31 October 2018.

The Placing and the UIL Subscription

UIL Finance intends to issue up to 30 million 2024 ZDP Shares (less the number of 2024 ZDP Shares arising upon conversion of 2018 ZDP Shares pursuant to the Rollover Offer) pursuant to the Placing at the Issue Price which will be 100p per 2024 ZDP Share. Stockdale Securities has agreed under the Placing Agreement to use its reasonable endeavours to procure placees for 2024 ZDP Shares at the Issue Price. The Placing will close at 11.00 a.m. on 27 October 2017 (or such later date, not being later than 30 November 2017, as UIL Finance and Stockdale Securities may agree). If the Placing is extended, the revised timetable will be notified via a Regulatory Information Service.

In addition, under the UIL Subscription, UIL Finance is proposing to issue up to 20 million 2024 ZDP Shares to UIL.  The 2024 ZDP Shares issued pursuant to the UIL Subscription will be held by UIL for investment purposes in accordance with its investment policy.  If the proceeds from cash distributions from portfolio investments and proceeds from portfolio realisations, as referred to below under the heading "Working Capital" are not received on a timely basis prior to the redemption of the 2018 ZDP Shares then UIL may realise proceeds from the sale of the 2024 ZDP Shares acquired by it pursuant to the UIL Subscription. 

In the event that UIL decides not to sell some or all of the 2024 ZDP Shares acquired by it pursuant to the UIL Subscription then UIL may, at any time, transfer back any 2024 ZDP Shares held by UIL to UIL Finance for cancellation in consideration for UIL Finance releasing UIL from its obligation under the Subscription Agreement to fund the redemption of such 2024 ZDP Shares.

The illustrative financial effects of the Proposals set out in this announcement are based on the Assumptions which assume an issue of 50 million 2024 ZDP Shares pursuant to the Proposals.

Benefits of the Proposals

UIL intends to realise funds through a combination of cash distributions from certain portfolio investments and proceeds from portfolio realisations which, when taken together with the proceeds from the Placing, and taking into account any 2018 ZDP Shares converted into 2024 ZDP Shares pursuant to the Rollover Offer, are expected to provide the funding required to finance the redemption of the outstanding 2018 ZDP Shares on 31 October 2018, as described in more detail below under the heading "Working Capital".

The UIL Finance Board believes the Proposals have the following benefits:

·           to allow 2018 ZDP Shareholders to remain invested in the Group;

·           to raise new funds to assist in financing the amount required for the redemption of the 2018 ZDP Shares; and

·           to give UIL the flexibility to sell down its holding of 2024 ZDP Shares acquired pursuant to the UIL Subscription as a means of funding the redemption of the 2018 ZDP Shares in the event that the proceeds of the Placing and from the realisation of portfolio investments, as referred to above, are lower than expected.

Holders of ordinary shares issued by UIL will not suffer any dilution of their voting rights as a result of the issue of the 2024 ZDP Shares pursuant to the Proposals as ZDP Shares do not carry any voting rights save in limited circumstances.

The Rollover Offer

Under the Rollover Offer, holders of 2018 ZDP Shares are being given the opportunity to convert some or all of their holding of 2018 ZDP Shares (subject to the overall limits of the Rollover Offer) into new 2024 ZDP Shares. The Rollover Value attributed to the 2018 ZDP Shares will be 156p, a premium of 4.2 per cent. to their Accrued Capital Entitlement as at the Rollover Date. The Rollover Offer is limited to a maximum of 38.5831 per cent. of the 2018 ZDP Shares in issue at the Record Date and each Qualifying Holder on the Register on the Record Date will be entitled to have accepted under the Rollover Offer his or her Basic Entitlement, which is equal to 38.5831 per cent. of their holding of 2018 ZDP Shares as at the Record Date, subject to the UIL Finance Directors not exercising their discretion to scale back elections under the Rollover Offer as described below.

The rights attaching to the 2024 ZDP Shares will be substantially similar to those attaching to the 2018 ZDP Shares although no further ZDP Shares will be issued at a price which has the effect of reducing the ZDP Cover for the 2024 ZDP Shares, at or around the time of the issue of such additional 2024 ZDP Shares, below 1.35x. In addition, subject to the Rollover Offer and Admission occurring, the 2024 ZDP Shares will have an illustrative initial capital entitlement on 2 November 2017 of 100p per 2024 ZDP Share and will have a Final Capital Entitlement of 138.35p per 2024 ZDP Share on 31 October 2024, the 2024 ZDP Repayment Date, equivalent to a Gross Redemption Yield of 4.75 per cent. per annum on the 2024 ZDP Share Issue Price.

As with the 2018 ZDP Shares, the 2024 ZDP Shares will not carry the right to vote at general meetings of UIL or UIL Finance but they will carry the right to vote as a class on certain proposals which would be likely to materially affect their position. The 2024 ZDP Shares will carry no entitlement to income and the whole of any return will therefore take the form of capital.

Subject to completion of the Rollover Offer, each 2018 ZDP Share validly elected to be rolled over will be converted into 1.56 2024 ZDP Shares to be issued on the terms set out in the New UIL Finance Bye-Laws. Fractions of 2024 ZDP Shares will not be issued. The number of 2024 ZDP Shares arising upon conversion of 2018 ZDP Shares pursuant to an election under the Rollover Offer will be rounded down to the nearest whole number and any excess monies will be retained by UIL Finance.

The Rollover Offer is open to all Qualifying Holders on the Register at the Record Date (such Qualifying Holders being Eligible Shareholders). All such persons shall be entitled to have accepted in the Rollover Offer valid elections in respect of his or her Basic Entitlement. In addition, Eligible Shareholders may make elections in excess of their Basic Entitlement but such excess elections will only be satisfied to the extent that other 2018 ZDP Shareholders have not made valid elections in respect of all or any part of their Basic Entitlement. Elections in excess of the Basic Entitlement will be satisfied pro rata in proportion to the excess over the Basic Entitlement elected, rounded down to the nearest whole number of 2018 ZDP Shares and subject to the exercise of the UIL Finance Directors discretion to scale back elections under the Rollover Offer as described below.

Completion of the Rollover Offer is conditional on Admission, and therefore subject to the satisfaction of Listing Rules of the UK Listing Authority as to the number of 2024 ZDP Shares held in public hands as at Admission. The UIL Finance Directors will have the discretion to scale back elections under the Rollover Offer otherwise than on a pro rata basis and whether or not such elections are in excess of a 2018 ZDP Shareholder's Basic Entitlement if the UIL Finance Directors consider this necessary to ensure that sufficient 2024 ZDP Shares are held in public hands so as to satisfy the Listing Rule requirement. Further, the UIL Finance Directors may exercise their discretion and scale back elections under the Rollover Offer and place 2024 ZDP Shares pursuant to the Placing in order to satisfy the Listing Rule requirement. The Rollover Offer is also conditional on the ZDP Cover of the 2024 ZDP Shares being not less than 1.35x, taking into account the 2024 ZDP Shares arising on conversion of any 2018 ZDP Shares pursuant to the Rollover Offer. The UIL Finance Directors will therefore also have the discretion to scale back elections under the Rollover Offer if the UIL Finance Directors consider this necessary to satisfy the ZDP Cover requirement.

Mechanics of the Rollover Offer

The Rollover Offer will be effected by the conversion of those 2018 ZDP Shares that are validly elected and accepted to participate in the Rollover Offer into new 2024 ZDP Shares pursuant to the New UIL Finance Bye-Laws. The key points of the Rollover Offer are as follows.

Subject to completion of the Rollover Offer, each 2018 ZDP Share validly elected to be rolled over will automatically convert into 1.56 2024 ZDP Shares.

Forthwith upon conversion, any certificates relating to 2018 ZDP Shares that converted into 2024 ZDP Shares pursuant to the Rollover Offer shall be cancelled and UIL Finance shall issue to each such former holder of 2018 ZDP Shares new certificates in respect of the 2024 ZDP Shares which have arisen upon conversion unless such former holder of 2018 ZDP Shares elects to hold their 2024 ZDP Shares in uncertificated form.

Where the aggregate number of 2024 ZDP Shares to which a 2018 ZDP Shareholder is entitled upon the conversion of his 2018 ZDP Shares pursuant to an election made and accepted under the Rollover Offer results in an entitlement to a fraction of a 2024 ZDP Share, the total number of 2024 ZDP Shares to which such 2018 ZDP Shareholder is entitled will be rounded down to the nearest whole number and such rounded down fractional entitlements will then be aggregated and form part of UIL Finance's authorised but unissued share capital.

The rights attaching to 2018 ZDP Shares that are not converted into 2024 ZDP Shares pursuant to the Rollover Offer will remain unchanged, with their ZDP Repayment Date being 31 October 2018 and a Final Capital Entitlement of 160.52 pence per share.

Conditions to the Rollover Offer

The Rollover Offer is conditional on:

·      valid elections being received in respect of 2024 ZDP Shares, together with 2024 ZDP Shares issued pursuant to the Placing and the UIL Subscription, with a minimum value at the Issue Price of £750,000;

·      the ZDP Cover of the 2024 ZDP Shares being not less than 1.35x, taking into account the effect of the relevant allotment;

·      the Placing Agreement remaining in full force and effect and not having been terminated in accordance with its terms prior to completion of the Rollover Offer; and

·      Admission of the 2024 ZDP Shares arising on conversion of the 2018 ZDP Shares pursuant to the Rollover Offer.

In circumstances in which these conditions are not fully met, the Rollover Offer will not take place and no 2018 ZDP Shares will be converted into 2024 ZDP Shares.

Announcement of the results of the Rollover Offer

The results of the Rollover Offer will be announced through a Regulatory Information Service on or around 23 October 2017. This announcement will include the number of 2024 ZDP Shares arising upon the conversion of 2018 ZDP Shares pursuant to the Rollover Offer, the number of 2018 ZDP Shares that have elected to take part and details of any scaling back in relation to elections in excess of the Basic Entitlement or where the UIL Finance Directors have exercised their discretion to scale back elections so as to satisfy the ZDP Cover condition or to enable UIL Finance to satisfy the Listing Rule requirement as to the minimum number of 2024 ZDP Shares which must be held in public hands which is a condition to Admission.

Overseas ZDP Shareholders

In order to avoid any inadvertent breach of overseas securities laws, Overseas ZDP Shareholders shall be deemed to have elected to not participate in the Rollover Offer. Notwithstanding any other provision of this announcement, UIL Finance reserves the right to permit any Overseas ZDP Shareholders to receive 2024 ZDP Shares under the Rollover Offer if the UIL Finance Directors, in their sole and absolute discretion, are satisfied at any time prior to the Closing Date that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

The Placing

Under the Placing, UIL Finance is proposing to issue up to 30 million 2024 ZDP Shares (less the number of 2024 ZDP Shares arising upon conversion of 2018 ZDP Shares pursuant to the Rollover Offer). Stockdale Securities has agreed under the Placing Agreement to use its reasonable endeavours to procure placees for the 2024 ZDP Shares at the Issue Price. No 2024 ZDP Shares will be issued pursuant to the Placing where such issue would reduce the ZDP Cover of the 2024 ZDP Shares below 1.35x. The Placing will close at 11.00 a.m. on 27 October 2017 (or such later date, not being later than 30 November 2017, as UIL Finance and Stockdale Securities may agree). If the Placing is extended, the revised timetable will be notified via a Regulatory Information Service.

The Placing is conditional, inter alia, on:

·           the minimum gross proceeds from the Placing and the UIL Subscription, together with the value of any 2024 ZDP Shares arising pursuant to the Rollover Offer, not being less than £750,000;

·           the ZDP Cover of the 2024 ZDP Shares being not less than 1.35x taking into account the effect of the 2024 ZDP Shares created upon the conversion of any 2018 ZDP Shares pursuant to the Rollover Offer and the allotment of the 2024 ZDP Shares issued pursuant to the Placing and the UIL Subscription;

·           the Placing Agreement remaining in full force and effect and not having been terminated in accordance with its terms prior to completion of the Placing; and

·           Admission of the 2024 ZDP Shares issued pursuant to the Placing.

The Placing is not being underwritten.

UIL reserves the right to subscribe for all or any of the 2024 ZDP Shares available under the Placing to the extent that such shares are not subscribed for by any other placees pursuant to the Placing, subject to ensuring that the ZDP Cover of the 2024 ZDP Shares is not less than 1.35x or that sufficient 2024 ZDP Shares are held in public hands so as to satisfy the Listing Rule requirement at Admission.  Such 2024 ZDP Shares will be held by UIL for investment purposes in accordance with its investment policy.

Applications will be made to the Financial Conduct Authority and to the London Stock Exchange respectively for the 2024 ZDP Shares arising on the conversion of 2018 ZDP Shares pursuant to the Rollover Offer and issued pursuant to the Placing and the UIL Subscription to be admitted: (i) to the Official List (by way of a standard listing under Chapter 14 of the Listing Rules); and (ii) to the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that unconditional dealings in such 2024 ZDP Shares will commence on the London Stock Exchange on 2 November 2017.

In the event that the aggregate applications under the Placing were to exceed the total number of 2024 ZDP Shares available under the Placing (which shall not be more than 30 million), it would be necessary to scale back applications under the Placing. In such an event, applications under the Placing will be scaled back at the Stockdale Securities' discretion (in consultation with the Group) and thereafter no further commitments will be accepted and the Placing will be closed.

In addition, it may also be necessary to scale back applications of 2024 ZDP Shares to ensure either that, following the Rollover Offer, the Placing and the UIL Subscription, the ZDP Cover of the 2024 ZDP Shares is not less than 1.35x or that sufficient 2024 ZDP Shares are held in public hands so as to satisfy the Listing Rule requirement at Admission.

The results of the Placing will be announced through an RIS on or around 30 October 2017.

The UIL Subscription

Under the UIL Subscription, UIL Finance is proposing to issue up to 20 million 2024 ZDP Shares to UIL. 

The 2024 ZDP Shares issued pursuant to the UIL Subscription will be held by UIL for investment purposes in accordance with its investment policy.  If the proceeds from cash distributions from certain identified portfolio investments and proceeds from portfolio realisations, as described below under the heading "Working Capital", are not received on a timely basis prior to the redemption of the 2018 ZDP Shares then UIL may also realise proceeds from the sale of 2024 ZDP Shares acquired by it pursuant to the UIL Subscription. 

In the event that UIL decides not to sell some or all of the 2024 ZDP Shares acquired by it pursuant to the UIL Subscription then UIL may, at any time, transfer back any 2024 ZDP Shares held by UIL to UIL Finance for cancellation in consideration for UIL Finance releasing UIL from its obligation under the Subscription Agreement to the fund the redemption of such 2024 ZDP Shares.

It may be necessary to reduce the number of 2024 ZDP Shares which UIL subscribes for under the UIL Subscription to ensure either that, following the Rollover Offer, the Placing and the UIL Subscription, the ZDP Cover of the 2024 ZDP Shares is not less than 1.35x or that sufficient 2024 ZDP Shares are held in public hands so as to satisfy the Listing Rule requirement at Admission.

Conditions to the allotment of 2024 ZDP Shares under the UIL Subscription

The UIL Subscription is conditional on:

·           the minimum gross procceds from the UIL Subscription and the Placing, together with the value of any 2024 ZDP Shares arising pursuant to the Rollover Offer) not being less than £750,000;

·           the ZDP Cover of the 2024 ZDP Shares being not less than 1.35x taking into account the effect of the allotment of the 2024 ZDP Shares issued pursuant to the Rollover Offer, the Placing and the UIL Subscription;

·           the Placing Agreement remaining in full force and effect and not having been terminated in accordance with its terms prior to completion of the UIL Subscription; and

·           Admission of the 2024 ZDP Shares issued pursuant to the UIL Subscription.

In circumstances in which these conditions are not fully met, the issue of 2024 ZDP Shares pursuant to the UIL Subscription will not take place.

The results of the UIL Subscription will be announced through an RIS on or around 30 October 2017.

Working capital

The Group is dependent on the reduction in the redemption sum payable on the redemption of the 2018 ZDP Shares following the Rollover Offer and proceeds from the Placing; cash distributions from portfolio investments and proceeds from portfolio realisations and an extension of its March 2018 £50 million bank facility in order to meet its working capital requirements for at least the 12 months following the date of this document and the redemption of the 2018 ZDP Shares.

If the cash distributions from portfolio investments or proceeds from portfolio realisations are not received on a timely basis prior to the redemption of the 2018 ZDP Shares then UIL may also realise proceeds from the sale of 2024 ZDP Shares acquired by it pursuant to the UIL Subscription.

If UIL's £50 million bank facility is not extended for at least 12 months the Group will need to make alternative arrangements to fund the repayment of its bank facility on 22 March 2018. In addition, if the conditions of the Rollover Offer, the Placing and the UIL Subscription are not satisfied the Group will need to make alternative arrangements to fund the redemption of the 2018 ZDP Shares on 31 October 2018. In such situations, which the Group believes to be reasonable worst case scenarios, the Group would be expected to have a shortfall of approximately £50 million by 22 March 2018 and a further £80 million by 31 October 2018. Accordingly, the Group would make additional sales of investments from the Group's investment portfolio and may also seek further alternative sources of debt or ZDP financing. The Company believes that these alternative arrangements are likely to be successful.

The Group has a long track record of investment realisations having realised investments providing proceeds of £106 million per annum on average over the three financial years ended 30 June 2017. As at 30 June 2017 the Group's investment portfolio amounted to £449.1 million of which Level 1 investments amounted to £205.2 million, Level 2 investments amounted to £134.9 million and Level 3 investments amounted to £109.0 million. UIL has had a bank facility with Scotiabank since 2011 and has successfully extended it several times. The Group's Joint Portfolio Managers also have a track record of raising funds through alternative debt structures both for the Group and for other companies which they manage.

In the event that either a new debt facility could not be secured or a sale of investments to generate proceeds to repay the debt facility by 22 March 2018 was unsuccessful, Scotiabank would be entitled to enforce its security over UIL's assets and UIL would be likely to enter into administration. Furthermore, if the Group is unable to fund the redemption of the 2018 ZDP Shares on 31 October 2018, the bye-laws of UIL provide that the UIL Directors shall, inter alia, convene a special general meeting of UIL at which a resolution shall be proposed requiring that UIL be wound up voluntarily pursuant to the Bermuda Companies Act.

Illustrative financial effects of the Proposals

By way of illustration and based upon the Assumptions, had the Rollover Offer, the Placing and the UIL Subscription taken place at the date of this document, the Group's Gross Assets would have been increased by the estimated gross proceeds of the Placing and the UIL Subscription of £10 million, adjusted for all expenses in relation to the Proposals estimated to be approximately £0.56 million.

By way of illustration and based upon the Assumptions, if, 20 million 2024 ZDP Shares arise upon the conversion of 2018 ZDP Shares pursuant to Rollover Offer, 10 million 2024 ZDP Shares are issued pursuant to the Placing at a price of 100p per share, and 20 million 2024 ZDP Shares are issued pursuant to the UIL Subscription, the illustrative ZDP Cover for the 2018 ZDP Shares, the 2020 ZDP Shares, the 2022 ZDP Shares and the 2024 ZDP Shares immediately following completion of the Proposals and Admission would be 4.88x, 3.04x, 2.09x and 1.61x respectively.

The above statements are unaudited and are solely for illustrative purposes only, represent hypothetical situations and, therefore, do not reflect the Group's actual financial position or results.

Use of proceeds

The gross proceeds of the Placing and the UIL Subscription will be paid by UIL Finance to UIL for investment to continue to further diversify its portfolio in accordance with its investment policy.

Admission and Dealings

Applications will be made to the Financial Conduct Authority and to the London Stock Exchange respectively for the 2024 ZDP Shares arising on the conversion of 2018 ZDP Shares pursuant to the Rollover Offer and issued pursuant to the Placing and the UIL Subscription to be admitted: (i) to the Official List (by way of a standard listing under Chapter 14 of the Listing Rules); and (ii) to the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that unconditional dealings in such 2024 ZDP Shares will commence on the London Stock Exchange on 2 November 2017.

All allotments of 2024 ZDP Shares will be conditional on Admission of the relevant 2024 ZDP Shares. This document has been published in order to obtain Admission to a standard listing on the Official List of any 2024 ZDP Shares arising upon the conversion of 2018 ZDP Shares pursuant to the Rollover Offer and/or issued pursuant to the UIL Subscription and, if applicable, the Placing. No application will be made for the 2024 ZDP Shares to be listed or dealt in on any stock exchange or investment exchange other than the London Stock Exchange.

The 2024 ZDP Shares arising upon the conversion of 2018 ZDP Shares pursuant to the Rollover Offer and to be issued pursuant to the UIL Subscription and, if applicable, the Placing will be in registered form and may be held either in certificated form or as Depositary Interests in uncertificated form and settled through CREST.

CREST is a computerised paperless settlements system, which allows securities to be transferred via electronic means, without the need for a written instrument of transfer. Foreign securities cannot be held or traded in the CREST system. To enable investors to settle their 2024 ZDP Shares through CREST, the DI Depositary will hold the relevant 2024 ZDP Shares and will issue dematerialised Depositary Interests representing the underlying 2024 ZDP Shares to the relevant investors. Dealings in the 2024 ZDP Shares in advance of the crediting of the relevant Depositary Interests acquired shall be at the risk of the person concerned.

The DI Depositary will hold the 2024 ZDP Shares on trust for the respective underlying 2024 ZDP Shareholders. This trust relationship is documented in a deed executed by the DI Depositary. The Depositary Interests are independent, English securities and are held on a register maintained by the Registrars. The Depositary Interests have the same security code as the 2024 ZDP Shares that they represent and do not require a separate admission to the London Stock Exchange.

Shareholders wishing to settle 2024 ZDP Shares through CREST can transfer their holding to the DI Depositary, which will then issue Depositary Interests representing the relevant transferred 2024 ZDP Shares. The Depositary Interest holder will not hold a certificate evidencing the underlying 2024 ZDP Share. Depositary Interests are issued on a one-for-one basis against the relevant 2024 ZDP Shares that they represent for all purposes. Any payments received by the DI Depositary will be passed on to each Depositary Interest holder noted on the Depositary Interest register as the beneficial owner of the relevant 2024 ZDP Shares.

Participation in CREST is voluntary and Shareholders who wish to hold 2024 ZDP Shares outside of CREST will be entered on the Register and issued with a share certificate evidencing ownership.

Application will be made by the DI Depositary for Depositary Interests representing the 2024 ZDP Shares to be admitted to CREST on their Admission.

Investors should be aware that 2024 ZDP Shares delivered in certificated form are likely to incur, on an ongoing basis, higher dealing costs than those 2024 ZDP Shares held through CREST. 2024 ZDP Shares initially issued in certificated form may subsequently be exchanged for Depositary Interests, which can be deposited into CREST in accordance with the procedure described above. Certificates in respect of 2024 ZDP Shares arising upon the conversion of 2018 ZDP Shares pursuant to the Rollover Offer and, if applicable, those issued under the Placing and held in certificated form are expected to be despatched no later than 9^th November 2017.

Temporary documents of title will not be issued pending the delivery of 2024 ZDP Shares to the persons entitled thereto and, during that period, transfers will be certified against the register of 2024 ZDP Shareholders.

Issue Statistics

2024 ZDP Share issue price	100p
Initial Capital Entitlement per 2024 ZDP Share	100p
Final Capital Entitlement per 2024 ZDP Share	138.35p
Gross Redemption Yield at 2024 ZDP Share issue price	4.75%
2024 ZDP Cover following the Rollover Offer, the Placing and the UIL Subscription*	1.61x
Maximum size of the Placing	30 million 2024 ZDP Shares**
UIL Subscription	up to 20 million 2024 ZDP Shares

* Assuming that an aggregate of 50 million 2024 ZDP Shares arise upon conversion of 2018 ZDP Shares pursuant to the Rollover Offer and/or are issued pursuant to the Placing and the UIL Subscription

** The number of 2024 ZDP Shares available under the Placing will be reduced to the extent that 2024 ZDP Shares are taken up under the Rollover Offer.

Expected Timetable

Prospectus published	28 September 2017
Latest time for receipt of Forms of Election and TTE Instructions in connection with the Rollover Offer	1.00 p.m. 20 October 2017
Record Date for the Rollover Offer	6.00 p.m. 20 October 2017
Announcement of the result of the Rollover Offer	23 October 2017
Latest time and date for receipt of placing commitments under the Placing	11.00 a.m. 27 October 2017
Announcement of the result of the Placing and the UIL Subscription	30 October 2017
Admission of 2024 ZDP Shares arising upon conversion of 2018 ZDP Shares pursuant to the Rollover Offer and issued pursuant to the Placing and the UIL Subscription to the Official List and dealings commence on the London Stock Exchange	2 November 2017

* All references to times are to London time unless specified otherwise. Each of the times and dates is subject to change. Any changes to the timetable will be notified by publication of a notice through a RIS.

For further information please contact:

ICM Investment Management Limited

Charles Jillings / Alastair Moreton                                          01372 271486

Stockdale Securities Limited

Robert Finlay / Owen Matthews                                             0207 601 6115

 

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