Capital Structure
Group Capital Structure at 6 February 2012
|
Outstanding |
LSE Code |
SEDOL |
ISIN |
|
|
Ordinary shares 10p |
99,631,782 |
UTL |
B1XHSF5 |
BMG9314Y1003 |
|
2012 ZDP shares* |
39,342,809 |
UTLA |
B1XHSL1 |
BMG931261033 |
|
2014 ZDP shares* |
47,500,000 |
UTLB |
B1XHV78 |
BMG931261116 |
|
2016 ZDP shares* |
47,500,000 |
UTLC |
B1XHVB2 |
BMG931261298 |
|
2018 ZDP shares* |
22,250,000 | UTLD | B6X5T17 | BMG931261371 |
|
2012 warrants |
3,587,343 |
UTLX |
B1XHV23 |
BMG9314Y1268 |
|
Bank facility (Scotiabank) |
£30,000,000 |
– |
– |
– |
Utilico Investments Limited has a leveraged balance sheet structure. Leverage for the ordinary shares is achieved through the use of bank debt and three classes of ZDP shares issued by Utilico Finance Limited, a wholly owned subsidiary of Utilico Investments Limited. Additionally warrants have been issued allowing the holders to subscribe for one ordinary share per warrant.
Utilico Investments Limited Ordinary Shares
79,656,782 ordinary shares were issued on 20 June 2007 to holders of ordinary shares in Utilico Investment Trust plc on a 1 for 1 basis as part of the restructuring of that company into Utilico Limited. An additional 25,893,072 ordinary shares have been issued since inception with the exercise of 12,329,479 2008 warrants, 13,262 2012 warrants and 13,551,531 new shares issued on 18 January 2011 in consideration for the acquisition of assets from Eclectic Investment Company plc and General Provincial Life Pension Fund (L) Limited.
The ordinary shares are entitled to all the net income of Utilico Investments Limited to be distributed.
On a winding up, the ordinary shares will be entitled, after payment of all debts and the satisfaction of all liabilities of the Company, (including its obligation under the Subscription Agreement to make payments to Utilico Finance equal to the amounts which Utilico Finance is liable to pay to the holders of the Utilico Finance ZDP Shares on their redemption in accordance with Utilico Finance's bye-laws), to all the remaining assets of the Company.
Utilico Investments Limited shareholders are entitled to attend and vote at all general meetings of Utilico Investments Limited.
For full details please refer to the prospectus dated 14 May 2007 available in the Official Documents section.
Utilico Finance Limited Zero Dividend Preference Shares (ZDP shares)
45,486,200 2012 ZDP shares were issued on 20 June 2007 to holders of ZDP shares in Utilico Investment Trust plc on a 1 for 1 basis as part of the restructuring of that company.
The 2012 ZDP shares rank for payment in priority to the ordinary shareholders (save for any undistributed revenue profits on a winding-up) and to the 2014, 2016 and 2018 ZDP shares but rank behind the bank debt for the capital repayment of 177.52p per ZDP share on 31 October 2012, equivalent to a redemption yield of 7.0% based on the issue price of 100p of the Utilico Investment Trust plc ZDP shares on 7 May 2004.
On 20 January 2012, 6,143,391 2012 ZDP shares were rolled over into a new issue of 2018 ZDP shares on the basis of each 2012 ZDP share converting into 1.6858 2018 ZDP shares.
37,500,000 2014 ZDP shares were issued on 20 June 2007 as a result of a placing and offer. On 9 March 2012 a further 10,000,000 2014 ZDP shares were issued at a price of 146.5p. The 2014 ZDP shares rank for payment in priority to the ordinary shareholders (save for any undistributed revenue profits on a winding-up) and to the 2016 and 2018 ZDP shares but rank behind the bank debt and the 2012 ZDP shares for the capital repayment of 167.60p per ZDP share on 31 October 2014, equivalent to a redemption yield of 7.25% based on the initial entitlement of 100p at 15 June 2007.
37,500,000 2016 ZDP shares were issued on 20 June 2007 as a result of a placing and offer. On 9 March 2012 a further 10,000,000 2016 ZDP shares were issued at a price of 146.5p. The 2016 ZDP shares rank for payment in priority to the ordinary shareholders (save for any undistributed revenue profits on a winding-up) and to the 2018 ZDP shares but rank behind the bank debt and the 2012, and 2014 ZDP shares for the capital repayment of 192.78p per ZDP share on 31 October 2016, equivalent to a redemption yield of 7.25% based on the initial entitlement of 100p at 15 June 2007.
22,250,000 new 2018 ZDP shares were issued on 20 January 2012 as a result of the rollover offer and placing. The 2018 ZDP shares rank for payment in priority to the ordinary shareholders (save for any undistributed revenue profits on a winding-up) but rank behind the bank debt and the 2012, 2014 & 2016 ZDP shares for the capital repayment of 160.52p per ZDP share on 31 October 2018, equivalent to a redemption yield of 7.25% based on the initial entitlement of 100p at 20 January 2012.
The ZDP shares do not carry an entitlement to income and the whole of any return will take the form of capital.
Investors should note that the predetermined capital entitlement of the Utilico Finance ZDP shares is not guaranteed and is dependent upon Utilico being able to satisfy its funding obligations under the Subscription Agreement.
For full details please refer to the prospectus dated 14 May 2007 available in the Official Documents section.
Bank Debt
Utilico Investments Limited has a £30 million multi-currency loan facility provided by Scotiabank Europe PLC, secured against the Company's assets by way of a debenture, with a maturity in March 2013.
Warrants
Utilico Investments Limited issued warrants with an expiry date of April 2012.
3,601,877 2012 warrants were issued on 20 June 2007 as a bonus issue to holders of the ordinary shares and 2008 warrants at a rate of 1 2012 warrant per 25.538 ordinary shares or 2008 warrants held at admission.
Each 2012 warrant entitles the holder to subscribe for 1.090909 Utilico Investments Limited ordinary shares at a subscription price of 288.75p per warrant. The terms have been amended following the distribution to ordinary shareholders in April 2010. The 2012 warrants can be exercised in the months of October and April until April 2012.
For full details please refer to the prospectus dated 14 May 2007 available in the Official Documents section.
