REG - 3i Infrastructure - Half-year Financial Report
11/11/2025 07:00
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RNS Number : 9544G 3i Infrastructure PLC 11 November 2025
11 November 2025
Results for the six months to 30 September 2025
Our high-quality portfolio has continued to deliver strong performance during
the first half of our financial year, exceeding half of our target return of
8-10% per annum. Total income and non-income cash increased by 18% compared
with the same period last year, and we remain on course to achieve the FY26
dividend target of
13.45 pence per share. This represents a 6.3% increase on the previous year
and is expected to be fully covered by net income.
Performance highlights
Strong growth in NAV ahead of target
£258m 7.4%
Total return for the period Total return on opening
(30 September 2024: £169m) net asset value ('NAV')
(30 September 2024: 5.1%)
£3,762m 407.9p
NAV (31 March 2025: £3,562m) NAV per share
(31 March 2025: 386.2p)
Good level of income and non-income cash to support the dividend
£121m
Total income and
non-income cash
(30 September 2024: £103m)
6.725p On track to deliver the FY26 dividend target, 6.3% higher
Interim dividend per share than FY25
(FY25 interim dividend:
6.325p per share)
Richard Laing, Chair of 3i Infrastructure plc ('3i Infrastructure', '3iN' or
the 'Company')
"We are encouraged by the strong performance of the portfolio since the
beginning of this financial year. Our portfolio return is ahead of our target
driven by the strong performance of TCR, and continued earnings growth across
the portfolio as a whole. We are on track to deliver our FY26 dividend target,
which is a 6.3% increase on last year's dividend."
Performance
The Company generated a total return of 7.4% on opening NAV for the first half
of the year, exceeding half of our target return of 8% to 10% per annum (30
September 2024: 5.1%). The NAV per share increased to 407.9 pence (31 March
2025: 386.2 pence). The portfolio overall is performing ahead of expectations.
Interim dividend
The Board is announcing an interim dividend of 6.725 pence per share,
scheduled to be paid on 12 January 2026 to holders of ordinary shares on the
register on 21 November 2025. The ex-dividend date will be 20 November 2025.
As an investment trust, the Company is permitted to designate dividends wholly
or partly as interest distributions for UK tax purposes. The Board is
designating 5.83 pence of the 6.725 pence interim dividend payable as an
interest distribution.
Corporate governance
The Company's Annual General Meeting ('AGM') was held on 3 July 2025. All
resolutions were approved by shareholders, including the election of all
Directors to the Board. Doug Bannister did not seek re-election as Director at
the AGM and, accordingly, he ceased to be a Director of the Company at the
conclusion of the AGM. I would like to extend my sincere thanks to Doug for
his dedicated service and his valuable contribution over the past 10 years.
Richard Laing
Chair
For further information, please contact:
Thomas Fodor, investor enquiries Tel: 020 7975 3469
Kathryn van der Kroft, press enquiries Tel: 020 7975 3021
Notes
This report contains Alternative Performance Measures ('APMs'), which are
financial measures not defined in UK-adopted International Financial Reporting
Standards ('IFRS'). These include Total return on opening NAV, NAV per share,
Total income and non-income cash, Investment value including commitments,
Total portfolio return percentage, Net debt and Total liquidity. More
information relating to APMs, including why we use them and the relevant
definitions, can be found in the Financial review section and the Company's
Annual report and accounts 2025. The Total return for the period is the total
comprehensive income for the period under IFRS.
For further information regarding the announcement of the results for 3i
Infrastructure plc, please visit www.3i-infrastructure.com
(http://www.3i-infrastructure.com) . The analyst presentation will be made
available on this website.
Notes to editors
3i Infrastructure plc is a Jersey-incorporated, closed-ended investment
company, an approved UK Investment Trust, listed on the London Stock Exchange
and regulated by the Jersey Financial Services Commission. The Company's
purpose is to invest responsibly in infrastructure, delivering long-term
sustainable returns to shareholders and having a positive influence on our
portfolio companies and their stakeholders.
3i Investments plc (the 'Investment Manager'), a wholly-owned subsidiary of 3i
Group plc, is authorised and regulated in the UK by the Financial Conduct
Authority and is the investment manager to 3i Infrastructure plc.
This statement has been prepared solely to provide information to
shareholders. It should not be relied on by any other party or for any other
purpose. It and the Company's Half-yearly report may contain statements about
the future, including certain statements about the future outlook for 3i
Infrastructure plc. These are not guarantees of future performance and will
not be updated. Although we believe our expectations are based on reasonable
assumptions, any statements about the future outlook may be influenced by
factors that could cause actual outcomes and results to be materially
different.
This press release is not for distribution (directly or indirectly) in or to
the United States, Canada, Australia or Japan and is not an offer of
securities for sale in or into the United States, Canada, Australia or Japan.
Securities may not be offered or sold in the United States absent registration
under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or
an exemption from registration under the Securities Act. Any public offering
to be made in the United States will be made by means of a prospectus that may
be obtained from the issuer or selling security holder and will contain
detailed information about 3i Group plc, 3i Infrastructure plc, and
management, as applicable, as well as financial statements. No public offering
in the United States is currently contemplated.
3i Infrastructure plc Half-yearly report 2025
Review from the Managing Partner
3i Infrastructure's portfolio continues to deliver strong value growth,
underpinned by fundamental earnings momentum and exposure to long-term
structural megatrends. Our portfolio companies typically operate in markets
with low earnings cyclicality, inflation-linked revenues, and defensive return
characteristics as well as with long-term growth dynamics aligned to these
megatrends. This differentiated profile provides shareholders with a
compelling proposition: proven capital growth potential supported by a
defensive positioning.
Our active management approach is central to maximising value. We work closely
with portfolio company management teams to drive high-quality earnings,
support return-accretive capital investment, and unlock new growth
opportunities. We also play an active role in strategy, M&A, capital
structuring, and ultimately preparing and leading exits, ensuring sustainable
value creation throughout our ownership.
Performance during this period once again exceeded target returns. Earnings
growth was particularly strong in our larger companies, supported by
structural tailwinds and disciplined capital management. During the period, we
completed the refinancing of two of our portfolio companies, Infinis and FLAG,
on attractive terms, providing them with the flexibility to fund further
capital expenditure. Over 94% of portfolio debt is fixed rate or hedged, with
no material near-term refinancing exposure, reflecting our proactive approach
to securing long-duration financing at favourable terms. The portfolio also
continues to provide natural inflation protection, reinforcing its ability to
deliver real returns across the economic cycle.
Portfolio review
TCR outperformed expectations in the period, driven by its continued growth
into new markets. It now operates at 237 airports worldwide. The broader macro
environment has been supportive for ground support equipment ('GSE') lessors,
following the recovery in aviation activity and fleet renewal needs.
Furthermore, growing decarbonisation efforts, particularly in Europe, have
increased demand for electric-powered GSE, as well as for equipment pooling
and outsourcing arrangements aimed at improving efficiency.
TCR's steady and sustained growth, consistently achieved over a period of
several years, is reflected in the updated cash flow forecasts underpinning
the Company's valuation of its holding in TCR. The business's continued
diversification in terms of customers and equipment types, together with the
successful development of its integrated airport solutions offering and its
recent expansion into the North American market, has established TCR as a
leading global platform with a sustainable and clearly defined growth
trajectory. This strong performance and its platform value have caught the
attention of larger private infrastructure funds. As a result, we initiated a
strategic review of our holding in TCR during the period.
ESVAGT continues to progress its transition towards the offshore wind segment,
although it slightly underperformed expectations during the period due to the
late delivery of a newbuild Service Operation Vessel ('SOV') from the
shipyard. As a result, ESVAGT had to deploy an existing, larger vessel to
support its waiting customer. The new vessel has now undergone sea trials and
is due for delivery to ESVAGT this month.
ESVAGT is the market leader in European offshore wind SOV provision, operating
an existing fleet of nine vessels and with a further three newbuild vessels
for the European market under construction. In Europe, increasing government
targets for offshore wind, as well as a heightened focus on energy security
provide a positive backdrop.
The US offshore wind sector faces political uncertainty. The company's US
joint venture with Crowley has the first US SOV under construction. This
vessel, once completed, will serve Dominion Energy's Coastal Virginia Offshore
windfarm, which is currently under construction. At the start of the year,
ESVAGT entered into a joint venture arrangement with maritime logistics
business KMC Line in South Korea. If successful, this could see ESVAGT become
the first international SOV operator in the South Korean market, creating a
new growth opportunity for the business. This opportunity is not currently
reflected in our valuation.
ESVAGT's Emergency Response and Rescue Vessel ('ERRV') segment performed well
during the period. Whilst the continuation of the UK windfall tax on oil and
gas continues to suppress some areas of demand in the UK sector, a favourable
supply-demand imbalance in the Danish and Norwegian sectors resulted in high
utilisation at attractive day rates.
Infinis performed in line with expectations during the period. Whilst gas and
power prices trended downwards from the levels seen at the end of 2024, driven
by weaker global gas demand and a warm summer, Infinis's progressive power
price hedging strategy continued to mitigate near-term price volatility.
Long-term forecasts remain broadly unchanged.
Infinis is well positioned to scale its electricity generation capabilities by
developing solar and battery projects on brownfield and landfill sites, which
offer attractive fundamentals such as expedited grid connectivity. The company
continues to make material progress on its 1.4GW pipeline of solar and battery
storage assets. During the period, 20MW of completed capacity came online. In
addition, Infinis has 275MW of capacity under construction and a further 410MW
with planning consent.
In October 2025, after the period end, Infinis completed a £391 million
refinancing agreement to facilitate the ongoing build-out of its project
pipeline.
Tampnet performed in line with expectations during the period. The company is
experiencing growing demand for connectivity as AI and digitalisation drive
increased bandwidth requirements, alongside a heightened focus on crew welfare
solutions. Tampnet has partnered with Armada, a portable edge data centre and
remote infrastructure technology company, to deliver edge data centres and
advanced AI-driven applications to its offshore customers. Its private
networks business continues to grow, with 25 private networks already
installed and contracts secured for a further 22. During the period, Tampnet
also secured its first contract to provide technical connectivity solutions,
using its existing network, for a carbon capture project in the North Sea, and
is working with several parties to secure further similar
opportunities.
FLAG performed well during the period, both in its core business and in its
Managed Network Services division. Global demand for subsea fibre capacity
remains robust, fuelled by hyperscaler growth, AI-driven workloads, and the
expansion of global cloud infrastructure. The geopolitical backdrop continues
to delay the deployment of new subsea fibre by market participants. This is
positive for FLAG, as the lack of new competing cables, together with
customers' increasing demand for diversified routing options, supports strong
demand for FLAG's existing fibre routes. During the period, FLAG invested $70
million to acquire a fibre pair on the new trans-Pacific ECHO system from
Google.
In April 2025, FLAG completed a $340 million refinancing, strengthening
liquidity and supporting future network expansion.
Joulz performed in line with expectations, with its long-term contracts
delivering predictable, recurring cash flows, and the completion of new
installations driving growth. The company continues to see strong interest for
its integrated energy solutions from customers seeking to decarbonise their
operations and to address constraints arising from electricity grid
congestion.
Ionisos performed slightly below expectations due to delays in the ramp-up of
its German EO plant and in the commissioning of its new French X-Ray site
which is expected to commence operations in Q1 2026. However, the company has
grown revenues year-on-year, driven by real price increases and stronger
industrial cross-linking demand. In September, Michael Eaton, a former senior
executive at Steris, the largest global sterilisation business, joined the
Ionisos board as a non-executive Director.
DNS:NET continues to make progress on the construction of its
fibre-to-the-home ('FTTH') network in outer Berlin, Brandenburg and
Saxony-Anhalt. Densification works are underway in the earliest rollout areas
to connect new customers who did not sign up at the time of the initial
network build. Construction is also well advanced in the new rollout areas
announced at the start of 2025.
In these new areas, lessons learned from the earlier stages of the rollout, as
well as contractual protections, are ensuring a disciplined rollout, with the
rate of customer activations remaining in line with the rate of homes passed.
As demand for higher bandwidth grows, more customers are choosing DNS:NET's
1Gbps product over lower-bandwidth options.
Trading at SRL remains challenging and we remain cautious about the near-term
outlook with the market recovery focused in the more competitive, lower-cost
end of the product range. However, uptake of newer products, Solarlight and
REMOS, the business's remote monitoring solution, is ahead of expectations.
Over the longer term, we see multiple additional avenues for growth that the
company is well positioned to pursue.
Oystercatcher's 45%-owned terminal, Advario Singapore ('ADS'), performed
strongly during the first half of the year. The Singapore storage market
backdrop remains strong, with limited unlet storage capacity available. ADS's
capacity was fully utilised throughout the period. Whilst the majority of
ADS's revenues are generated from capacity-linked take-or-pay term storage
contracts, higher-than-forecast customer throughput and activity levels
resulted in outperformance in throughput and ancillary service revenues.
Future Biogas performed ahead of financial expectations over the first six
months of the year, driven by higher exported volumes and higher gas yields
from feedstock across its owned Anaerobic Digestion ('AD') plant portfolio.
The newly constructed Gonerby Moor site, the UK's first unsubsidised
biomethane plant operating under a 15-year gas sales agreement with
AstraZeneca, is steadily ramping up to full operational capacity and has
delivered strong gas injection rates in recent months.
Across the wider portfolio, Future Biogas has successfully executed a number
of upgrade projects this year, resulting in increased injection capacity and
improved overall plant performance (for example, through optimisation of the
feedstock mix). The company also continues to build its pipeline of potential
sites for the construction of new AD plants, with four plants currently
progressing through the planning approval process.
The portfolio is analysed below.
Portfolio - Breakdown by value
at 30 September 2025
TCR 20%
ESVAGT 15%
Infinis 12%
FLAG 10%
Tampnet 10%
Joulz 9%
Ionisos 8%
DNS:NET 5%
Oystercatcher 4%
SRL 4%
Future Biogas 3%
Sustainability
We remain actively engaged with our portfolio companies on Sustainability
matters, with a particular emphasis on occupational Health and Safety, climate
change and human rights. In line with 3i's science-based targets, we continue
to collaborate closely with our portfolio companies to advance the development
of their emissions reduction strategies. Two additional portfolio companies
have had their targets validated by the Science Based Targets initiative
('SBTi'), bringing the total to four out of eleven. We are committed to
supporting further progress across Sustainability topics among our portfolio
companies.
Outlook
We are pleased with the strong portfolio performance since the beginning of
the financial year. Our largest investment, TCR, continues to outperform
expectations and deliver significant value growth. We remain confident in the
long-term growth potential of the portfolio. The Company is on track to
deliver results ahead of its return target for this financial year.
Bernardo Sottomayor
Managing Partner and Head of European Infrastructure
3i Investments plc
10 November 2025
Financial review
The portfolio delivered another strong performance during the period. We are
on track to deliver the full-year dividend target, which we expect to be fully
covered.
Portfolio and returns
The Company generated a total return for the six-month period of £258
million, representing a 7.4% return on opening NAV (30 September 2024: £169
million, 5.1%), exceeding half of the target return of 8% to 10% per annum.
The Company's portfolio was valued at £4,085 million at 30 September 2025 (31
March 2025: £3,790 million) and delivered a total portfolio return in the
period of £294 million, including income and allocated foreign exchange
hedging (30 September 2024: £212 million).
Table 1 summarises the valuation and movements in the portfolio, as well as
the return for each investment, for the period.
Table 1: Portfolio summary (30 September 2025, £m)
Directors' Directors' Allocated Underlying Portfolio
valuation Investment Divestment Accrued Foreign valuation foreign portfolio total
31 March in the in the income Value exchange 30 September exchange income in return in
Portfolio assets 2025 period period movement movement translation 2025 hedging(1) the period the period(2)
TCR 639 9(3) - - 161 9 818 (8) 9 171
ESVAGT 584 28(3) - 1 (19) 2 596 2 29 14
Infinis 480 - - 9 18 - 507 - 9 27
FLAG 382 33(3) - (16) 9 (15) 393 11 17 22
Tampnet 379 - - 3 9 (1) 390 - 10 18
Joulz 334 4(3) (7)(4) - 13 14 358 (11) 4 20
Ionisos 303 - - 6 (2) 14 321 (10) 5 7
DNS:NET 195 - - 11 (2) 8 212 (6) 11 11
Oystercatcher 179 - - - 4 - 183 1 6 11
SRL 193 - - 12 (27) - 178 - 12 (15)
Future Biogas 122 3(3) - (1) 5 - 129 - 3 8
Total portfolio reported in the Financial statements 3,790 77 (7) 25 169 31 4,085 (21) 115 294
1 Allocated foreign exchange hedging comprises fair value movements on
derivatives and foreign exchange on Euro borrowings.
2 This comprises the aggregate of value movement, foreign exchange translation,
allocated foreign exchange hedging and underlying portfolio income in the
period.
3 Capitalised interest totalling £77 million across the portfolio.
4 Shareholder loan repayment (non-income cash) and return of equity.
Portfolio return by asset
Table 2 below shows the portfolio return in the period for each asset as a
percentage of the aggregate of the opening value of the asset and investment
in the asset in the period (excluding capitalised interest). Note that this
measure does not time-weight for investments in the period.
Table 2: Portfolio return by asset (six months to 30 September 2025, not
annualised)
Portfolio assets
TCR 26.8%
ESVAGT 2.4%
Infinis 5.6%
FLAG 5.8%
Tampnet 4.7%
Joulz 6.0%
Ionisos 2.3%
DNS:NET 5.6%
Oystercatcher 6.1%
SRL (7.8)%
Future Biogas 6.6%
Total portfolio return(1) 7.8%
1 Portfolio returns include FX net of hedging.
Sensitivities
Our approach to valuation is consistent with previous years. The sensitivity
of the portfolio to key inputs to our valuations is shown in Table 3.
The weighted average discount rate ('WADR') increased to 11.5% compared to
11.3% at March 2025.
Our inflation assumptions for the first two years of our projections reflect
current and forecast consensus inflation levels. The longer-term inflation
assumptions beyond two years remain consistent with central bank targets, e.g.
UK CPI and the European Central Bank at 2%.
The valuations comprise a wide range of interest rate assumptions from
short-term deposit rates to longer-term borrowing rates across a broad range
of debt products. The portfolio valuations are partially protected against
changes in interest rates as long-term fixed rate or hedged debt is in place
across the majority of our portfolio. A change in the cost of borrowing
assumption for unhedged borrowings, any future uncommitted borrowing and the
cash deposit rates used in the valuation of each asset is shown in Table 3
below.
These sensitivities are indicative and are considered in isolation, holding
all other assumptions constant. Timing and quantum of price increases will
vary across the portfolio and the sensitivity may differ from that modelled.
Changing the inflation rate assumption may necessitate consequential changes
to other assumptions used in the valuation of each asset. Sensitivities to key
inputs to our valuations are described in more detail in Note 3 to the
accounts.
Table 3: Portfolio sensitivities
£m % Impact
Discount rate (1)% 402 9.8%
+1% (354) (8.7)%
Inflation (1)% (53) (1.3)%
(for two years)
+1% 53 1.3%
Interest rate (1)% 196 4.8%
+1% (198) (4.8)%
Total return
An analysis of the elements of the total return for the period is shown in
Table 4 below. The Company generated a total return for the six-month period
of £258 million, representing a 7.4% return on opening NAV (30 September
2024: £169 million, 5.1%), exceeding half of the target return of 8% to 10%
per annum.
Table 4: Summary total return (six months to 30 September, £m)
2025 2024
Capital return (excluding exchange) 169 122
Foreign exchange movement in portfolio 31 (82)
Capital return (including exchange) 200 40
Movement in fair value of derivatives and exchange on EUR borrowings (21) 74
Net capital return 179 114
Total income(1) 115 98
Costs including (non-portfolio) exchange movements (36) (43)
Total return 258 169
1 Includes interest receivable on cash balances held of less than £1 million
(30 September 2024: less than £1 million).
The capital return is the largest element of the total return. The portfolio
generated a value gain of £169 million in the six-month period to 30
September 2025 (30 September 2024: £122 million), driven principally by
outperformance from TCR. Continued caution around the speed of recovery at SRL
led to a reduction in value, while one-off or short term headwinds were
reflected in underperformance in ESVAGT and Ionisos valuations, relative to
expectations at the beginning of the period. The remaining portfolio performed
in line with expectations.
In a volatile period for the currency markets, the movement in foreign
exchange rates generated a gain of £31 million in the period (30 September
2024: loss of £82 million). This was offset by a loss on the movement in the
value of derivatives and the exchange loss on Euro drawings of £21 million
(30 September 2024: gain of £74 million). The foreign exchange hedging
programme supports our objective to deliver steady NAV growth for shareholders
by reducing our exposure to fluctuations in the foreign exchange markets.
Total income was £115 million (30 September 2024: £98 million), comprising
portfolio income of £115 million and interest receivable on cash balances of
less than £1 million. The income by portfolio company is shown in Table 1
above. The dividend to shareholders is supported by this income, together with
non-income cash receipts of £6 million during the period (30 September 2024:
£5 million). These non-income cash receipts reflect distributions from
underlying portfolio companies, which would usually be income to the Company,
but that are instead distributed as a repayment of investment for a variety of
reasons. While non-income cash does not form part of the total return shown in
Table 4, it is included when considering dividend coverage. Total income and
non-income cash is shown in Table 5 below.
Table 5: Total income and non-income cash (six months to 30 September, £m)
2025 2024
Total income 115 98
Non-income cash 6 5
Total 121 103
Costs
Management and performance fees
During the period to 30 September 2025, the Company incurred management fees
of £25 million (30 September 2024: £25 million). The consistent level of
fees reflects the higher average value of the portfolio during the period,
offset by the disposal of Valorem that completed in January 2025.
The annual performance hurdle of 8% was not exceeded in the first half of the
year, as the total return for the period was 7.4%, resulting in no performance
fee accrual (30 September 2024: none).
Other operating and finance costs
Operating expenses, comprising Directors' fees, service provider costs and
other professional fees, totalled
£2 million in the period (30 September 2024: £1 million).
Finance costs of £9 million in the period (30 September 2024: £17 million)
comprised interest, arrangement and commitment fees for the Company's £900
million revolving credit facility ('RCF'). Finance costs were lower than the
prior period due to a decrease in interest rates and a lower average drawn
balance.
Ongoing charges ratio
The ongoing charges ratio measures annual operating costs, as disclosed in
Table 6 below, against the average NAV over the reporting period.
The Company's ongoing charges ratio is calculated in accordance with the
methodology recommended by the Association of Investment Companies ('AIC') and
was 1.51% for the period to 30 September 2025 (30 September 2024: 1.60%).
The AIC methodology does not include performance fees or finance costs.
However, the AIC recommends that the impact of performance fees on the ongoing
charges ratio is noted, where performance fees are payable. The cost items
that contributed to the ongoing charges ratio are shown below. There was no
performance fee accrual in the period to 30 September 2025 (30 September 2024:
nil).
Table 6: Ongoing charges (six months to 30 September, annualised £m)
2025 2024
Investment Manager's fee 50.8 50.4
Auditor's fee 0.8 0.8
Directors' fees and expenses 0.7 0.6
Other ongoing costs 2.9 2.6
Total ongoing charges 55.2 54.4
Ongoing charges ratio 1.51% 1.60%
Balance sheet
The NAV at 30 September 2025 was £3,762 million (31 March 2025: £3,562
million). The principal components of the NAV are the portfolio assets, cash
holdings, the fair value of derivative financial instruments, borrowings and
other net liabilities. A summary balance sheet is shown in Table 7.
Table 7: Summary balance sheet (£m)
As at 30 September 2025 As at 31 March 2025
Portfolio assets 4,085 3,790
Cash balances 6 4
Derivative financial instruments 40 77
Borrowings (350) (260)
Other net liabilities (19) (49)
NAV 3,762 3,562
Cash is principally held in AAA-rated money market funds. The Company has a
£900 million RCF in order to maintain a good level of liquidity for further
investment while minimising returns dilution from holding excess cash
balances. At 30 September 2025, £350 million of the facility was drawn,
leaving £550 million available in the facility.
Derivative financial instruments reflect the foreign exchange hedging
programme described previously.
Other net liabilities predominantly comprise a performance fee accrual of £20
million (31 March 2025: £50 million), relating to fees earned in prior years.
£30 million of prior year performance fees were paid during the period.
NAV per share
The total NAV per share at 30 September 2025 was 407.9 pence (31 March 2025:
386.2 pence). This will reduce to 401.2 pence (31 March 2025: 379.9 pence)
after the payment of the interim dividend of 6.725 pence (31 March 2025: final
dividend of 6.325 pence).
Dividend
The Board has announced an interim dividend for the period of 6.725 pence per
share or £62 million in aggregate
(30 September 2024: 6.325 pence; £58 million). This is half of the Company's
target full-year dividend for FY26 of 13.45 pence per share. The Board is
designating 5.83 pence of the 6.725 pence interim dividend payable as an
interest distribution.
Alternative Performance Measures ('APMs')
We assess our performance using a variety of measures that are not
specifically defined under IFRS and are therefore termed APMs. The APMs that
we use may not be directly comparable with those used by other companies.
These APMs provide additional information on how the Company has performed
over the period and are all financial measures of historical performance. The
table below defines our APMs and should be read in conjunction with the Annual
report and accounts 2025. The APMs are consistent with those disclosed in
prior periods.
APM Purpose Calculation Reconciliation to IFRS
Total return on opening NAV A measure of the overall financial performance of the Company. It is calculated as the total return of £258 million, as shown in the The calculation uses IFRS measures.
Statement of comprehensive income, as a percentage of the opening NAV of
£3,562 million net of the final dividend for the previous year of £58
million.
NAV per share A measure of the NAV per share in the Company. It is calculated as the NAV of £3,762 million divided by the total number of The calculation uses IFRS measures and is set out in Note 6 to the accounts.
shares in issue at the balance sheet date of 922.4 million.
Total income and non-income cash A measure of the income and other cash receipts by the Company which support It is calculated as the total income from the underlying portfolio and other Total income uses the IFRS measures; Investment income and Interest
the payment of expenses and dividends. assets plus non-income cash, receivable.
being the repayment of investment not resulting from the disposal of an
underlying portfolio asset. This is shown in Table 5.
The non-income cash, being the proceeds from partial realisations of
investments, is shown in the Cash flow statement. The realisation proceeds
which result from a partial sale of an underlying portfolio asset are not
included within non-income cash.
Investment value including commitments A measure of the size of the investment portfolio including the value of It is calculated as the portfolio asset value plus the amount of the The portfolio asset value is the 'Investments at fair value through profit or
further contracted future investments committed by the Company. contracted commitment. At 30 September 2025, the Company had no investment loss' reported under IFRS. At 30 September 2025, the Company had no investment
commitments. commitments.
Total portfolio return percentage A measure of the financial performance of the portfolio. It is calculated as the total portfolio return in the period of £294 million, The calculation uses capital return (including exchange), movement in fair
as shown in Table 1, as a percentage of the sum of the opening value of the value of derivatives, underlying portfolio income, opening portfolio value and
portfolio and follow-on investments (excluding capitalised interest), less investment in the period. The reconciliation of all these items to IFRS is
amounts syndicated in the period, of £3,790 million. shown in Table 1, including in the footnotes.
i) Net debt A measure of the Company's ability to make further investments and meet its i) Net debt is calculated as the cash balance of £6 million less the drawn The calculation uses the cash balance, which is an IFRS measure, and drawn and
short-term obligations. balance under the Company's RCF of £350 million. undrawn balances available under the Company's RCF as described in Note 4 to
ii) Total liquidity
the accounts.
ii) Total liquidity is calculated as the cash balance of £6 million plus the
undrawn balance available under the Company's RCF of £550 million.
Risk review
Review of principal risks and uncertainties
The Company's approach to risk governance, the risk review process and risk
appetite is set out in the Risk report in the Annual report and accounts 2025,
which can be found on our website www.3i-infrastructure.com
(http://www.3i-infrastructure.com) . The principal risks and risk mitigation
plans were reviewed by the Audit and Risk Committee and have remained broadly
similar over the half-year period.
Principal risks
The principal risks to the achievement of the Company's objectives are
unchanged from those reported on pages 66 to 69 of the Annual report and
accounts 2025, and categorised into three main areas:
External - External risks from external factors including political, legal,
regulatory, economic and competitor changes, which affect the Company's
investment portfolio and operations and the trading in the Company's shares.
Operational - Operational risks from inadequate or failed processes, people
and systems or from external factors
affecting these. Management of liquidity and capital resources is also
included.
Investment - Investment risks in respect of specific asset investment
decisions, the subsequent performance of an
investment or exposure concentrations across the portfolio.
There are no material refinancing requirements in the portfolio until 2029 and
over 94% of drawn long-term debt facilities are either hedged or fixed rate.
The Company is exposed to movements in sterling exchange rates against a
number of currencies, most significantly the euro. During the period, sterling
depreciated c.4% against the euro. The Company operates a hedging programme
which substantially offsets any foreign exchange movements.
The Company actively manages its balance sheet and liquidity position, seeking
to maintain adequate liquidity to pursue investment opportunities, without
diluting shareholder returns by holding surplus cash. At 30 September 2025,
there was £6 million available in cash, with drawings of £350 million under
the RCF.
A sustained decline in the market valuations of UK-listed infrastructure
companies has led to peers trading at a persistent discount to NAV. Over the
period, the Company's discount to NAV has narrowed and compares favourably
with the wider peer group.
The principal risks and uncertainties are expected to be substantially the
same over the remaining six months of the financial year. They continue to be
closely monitored and may be subject to change.
Statement of comprehensive income
for the six months to 30 September
Six months to Six months to
30 September 2025 30 September 2024
Notes (unaudited) (unaudited)
£m £m
Net gains on investments 3 200 40
Investment income 3 115 98
Investment return 315 138
Movement in the fair value of derivative financial instruments (8) 58
Management and performance fees 2 (25) (25)
Operating expenses (2) (1)
Finance costs (9) (17)
Exchange movements (13) 16
Profit before tax 258 169
Income taxes - -
Profit after tax and profit for the period 258 169
Total comprehensive income for the period 258 169
Earnings per share
Basic and diluted (pence) 6 28.0 18.3
Statement of changes in equity
for the six months to 30 September
Stated Total
capital Retained Capital Revenue shareholders'
For the six months to 30 September 2025 account reserves(1) reserve(1) reserve(1) equity
(unaudited) Notes £m £m £m £m £m
Opening balance at 1 April 2025 879 1,282 1,375 26 3,562
Total comprehensive income for the period - - 192 66 258
Dividends paid to shareholders of the Company during the period 7 - - - (58) (58)
Closing balance at 30 September 2025 879 1,282 1,567 34 3,762
Stated Total
capital Retained Capital Revenue shareholders'
For the six months to 30 September 2024 account reserves(1) reserve(1) reserve(1) equity
(unaudited) Notes £m £m £m £m £m
Opening balance at 1 April 2024 879 1,282 1,173 8 3,342
Total comprehensive income for the period - - 98 71 169
Dividends paid to shareholders of the Company during the period 7 - - - (55) (55)
Closing balance at 30 September 2024 879 1,282 1,271 24 3,456
1 The Retained reserves, Capital reserve and Revenue reserve are distributable
reserves. Retained reserves relate to the period prior to 15 October 2018.
Further information can be found in Accounting policy H of the Annual report
and accounts 2025.
Balance sheet
as at 30 September
30 September 2025 31 March 2025
(unaudited) (audited)
Notes £m £m
Assets
Non-current assets
Investments at fair value through profit or loss 3 4,085 3,790
Derivative financial instruments 3 16 33
Total non-current assets 4,101 3,823
Current assets
Derivative financial instruments 3 38 49
Trade and other receivables 4 2
Cash and cash equivalents 6 4
Total current assets 48 55
Total assets 4,149 3,878
Liabilities
Non-current liabilities
Derivative financial instruments 3 (13) (3)
Trade and other payables (6) (20)
Loans and borrowings 4 (350) (260)
Total non-current liabilities (369) (283)
Current liabilities
Derivative financial instruments 3 (1) (2)
Trade and other payables (17) (31)
Total current liabilities (18) (33)
Total liabilities (387) (316)
Net assets 3,762 3,562
Equity
Stated capital account 5 879 879
Retained reserves 1,282 1,282
Capital reserve 1,567 1,375
Revenue reserve 34 26
Total equity 3,762 3,562
Net asset value per share
Basic and diluted (pence) 6 407.9 386.2
The Financial statements and related Notes were approved and authorised for
issue by the Board of Directors on
10 November 2025 and signed on its behalf by:
Richard Laing
Chair
Cash flow statement
for the six months to 30 September
Six months to Six months to
30 September 2025 30 September 2024
(unaudited) (unaudited)
£m £m
Cash flow from operating activities
Purchase of investments - (31)
Proceeds from partial realisations of investments(1) 7 37
Investment income(2) 13 2
Operating expenses paid (2) (1)
Management and performance fees paid (53) (67)
Amounts received on the settlement of derivative contracts 29 26
Net cash flow from operating activities (6) (34)
Cash flow from financing activities
Fees and interest paid on financing activities (11) (16)
Dividends paid (58) (55)
Drawdown of revolving credit facility 93 134
Repayment of revolving credit facility (16) (33)
Net cash flow from financing activities 8 30
Change in cash and cash equivalents 2 (4)
Cash and cash equivalents at the beginning of the period 4 5
Cash and cash equivalents at the end of the period 6 1
1 Proceeds from partial realisations includes non-income cash of £6 million (30
September 2024: £5 million).
2 Investment income includes dividends of £13 million (30 September 2024: £1
million) and no interest (30 September 2024: £1 million).
Accounting policies
Basis of preparation
These financial statements are the unaudited Half-yearly condensed financial
statements (the 'Half-yearly Financial Statements') of 3i Infrastructure plc
(the 'Company'), a company incorporated and registered in Jersey for
the six-month period ended 30 September 2025.
The Half-yearly Financial Statements have been prepared in accordance with
International Accounting Standard 34 Interim Financial Reporting ('IAS 34').
The accounting policies are consistent with those set out in the Annual report
and accounts 2025 and those which we expect to adopt for the Annual report and
accounts 2026, which will be prepared in accordance with UK-adopted
International Accounting Standards. They should be read in conjunction with
the financial statements for the year to 31 March 2025, as they provide an
update of previously reported information.
Going concern
The financial statements are prepared on a going concern basis, as the
Directors are satisfied that the Company has the resources to continue in
business for the foreseeable future. In making this assessment, the Directors
have considered a wide range of information relating to present and future
conditions, including the Company's cash and liquidity position, current
performance and outlook, which considered the impact of the inflationary and
interest rate environment, ongoing geopolitical uncertainties and current and
expected financial commitments, using the information available up to the date
of issue of these financial statements.
The Company is in a strong position in relation to its ability to continue to
operate and the Company has sufficient resources to meet its ongoing needs. At
30 September 2025, the Company's liquidity totalled £556 million
(31 March 2025: £644 million). Liquidity comprised cash and deposits of £6
million (31 March 2025: £4 million) and undrawn facilities of £550 million
(31 March 2025: £640 million) with a maturity date of June 2028. Income and
non-income cash is expected to be received from the portfolio investments
during the coming year, a portion of which will be required to support the
payment of the dividend target and the Company's other financial commitments.
The Company had no investment commitments at 30 September 2025 (31 March 2025:
none).
The Half-yearly Financial Statements were authorised for issue by the
Directors on 10 November 2025.
The Half-yearly Financial Statements do not constitute statutory accounts. The
financial statements for the year to
31 March 2025, prepared in accordance with UK-adopted International Accounting
Standards, and on which the auditors issued an unqualified report, have been
filed with the Jersey Financial Services Commission.
Key judgements and sources of estimation uncertainties
The preparation of the Half-yearly Financial Statements in conformity with
IFRS requires the Board to make judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods. All key sources of estimation uncertainty within the
Half-yearly Financial Statements are consistent with those stated in the
Annual report and accounts 2025.
Notes to the accounts
1 Operating segments
The Directors are of the opinion that the Company is engaged in a single
segment of business, being investment in core-plus infrastructure. The
internal information shared with the Directors on a monthly basis to allocate
resources, assess performance and manage the Company, presents the business as
a single segment comprising the total portfolio of investments.
The Company is an investment holding company and does not consider itself to
have any customers. Given the nature of the Company's operations, the Company
is not considered to be exposed to any operational seasonality or cyclicality
that would impact the financial results of the Company during the period or
the financial position of the Company at 30 September 2025.
2 Management and performance fees
Six months to Six months to
30 September 2025 30 September 2024
(unaudited) (unaudited)
£m £m
Management fee 25 25
Performance fee - -
25 25
Note 8 provides further details on the calculation of the management fee and
performance fee.
3 Investments at fair value through profit or loss and financial instruments
All financial instruments for which fair value is recognised or disclosed are
categorised within the fair value hierarchy, described as follows, based on
the lowest level input that is significant to the fair value measurement as a
whole:
Level Fair value input description Financial instruments
Level 1 Quoted prices (unadjusted and in active markets) Quoted equity investments
Level 2 Inputs other than quoted prices included in Level 1 that are observable in the Derivative financial instruments held at fair value
market either directly (ie as prices) or indirectly (ie derived from prices)
Level 3 Inputs that are not based on observable market data Unquoted investments and unlisted funds
For assets and liabilities that are recognised in the financial statements on
a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by reassessing the categorisation (based on
the lowest level input that is significant to the fair value measurement as a
whole) for each reporting period.
The table below shows the classification of financial instruments held at fair
value into the fair value hierarchy at
30 September 2025. For all other assets and liabilities, their carrying value
approximates to fair value. During the period ended 30 September 2025, there
were no transfers of financial instruments between levels of the fair value
hierarchy (31 March 2025: none).
Trade and other receivables on the Balance sheet includes £4 million of
deferred finance costs relating to the arrangement fee for the revolving
credit facility (31 March 2025: £1 million). This has been excluded from the
table below as it is not categorised as a financial instrument.
Financial instruments classification
As at 30 September 2025
(unaudited)
Level 1 Level 2 Level 3 Total
£m £m £m £m
Financial assets
Investments at fair value through profit or loss - - 4,085 4,085
Derivative financial instruments - 54 - 54
- 54 4,085 4,139
Financial liabilities
Derivative financial instruments - (14) - (14)
- (14) - (14)
As at 31 March 2025
(audited)
Level 1 Level 2 Level 3 Total
£m £m £m £m
Financial assets
Investments at fair value through profit or loss - - 3,790 3,790
Trade and other receivables - 1 - 1
Derivative financial instruments - 82 - 82
- 83 3,790 3,873
Financial liabilities
Derivative financial instruments - (5) - (5)
- (5) - (5)
Reconciliation of financial instruments categorised within Level 3 of fair
value hierarchy
As at 30 September 2025 As at 31 March 2025
(unaudited) (audited)
Level 3 fair value reconciliation £m £m
Opening fair value 3,790 3,842
Additions 77 213
Disposal proceeds and repayment (7) (459)
Movement in accrued income 25 12
Fair value movement (including exchange movements) 200 182
Closing fair value 4,085 3,790
The fair value movement (including exchange movements) is equal to the Net
gains on investments shown in the Statement of comprehensive income.
The holding period of the investments in the portfolio is expected to be
greater than one year. Therefore, investments are classified as non-current
unless there is an agreement to dispose of the investment within one year and
all relevant regulatory or other third-party approvals have been received. It
is not possible to identify with certainty whether any investments may be sold
within one year.
Investment income
Investment income of £115 million (30 September 2024: £98 million) comprises
dividend income of £13 million
(30 September 2024: £1 million) and interest income of £102 million (30
September 2024: £97 million).
Unquoted investments
The Company invests in private companies which are not quoted on an active
market. These are measured in accordance with the International Private Equity
Valuation guidelines with reference to the most appropriate information
available at the time of measurement. Further information regarding the
valuation of unquoted investments can be found in the Summary of portfolio
valuation methodology section of the Annual report and accounts 2025.
The Company's policy is to fair value both the equity and shareholder debt
investments in infrastructure assets together where they will be managed and
valued as a single investment, were invested at the same time and cannot be
realised separately. The Directors consider that equity and debt share the
same characteristics and risks and they are therefore treated as a single unit
of account for valuation purposes and a single class for disclosure purposes.
As at 30 September 2025, the fair value of unquoted investments was £4,085
million (31 March 2025: £3,790 million). Individual portfolio asset
valuations are shown in Table 1 in the Financial review section.
The fair value of the investments is sensitive to changes in the macroeconomic
assumptions used as part of the portfolio valuation process. As part of its
analysis, the Board has considered the potential impact of a change in a
number of the macroeconomic assumptions used in the valuation process. By
considering these potential scenarios, the Board is well-positioned to assess
how the Company is likely to perform if affected by variables and events that
are inherently outside of the control of the Board and the Investment Manager.
The majority of the assets held within Level 3 are valued on a discounted cash
flow basis, hence the valuations are sensitive to the discount rate assumed in
the valuation of each asset. Other significant unobservable inputs used to
project the future cash flows include; the inflation rate assumptions; the
interest rate assumptions; and the forecast cash flows themselves.
The sensitivities shown below are indicative and are considered in isolation,
holding all other assumptions constant. The timing and quantum of price
increases will vary across the portfolio and the sensitivity may differ from
that modelled. Changing the inflation rate assumption may necessitate in
consequential changes to other assumptions used in the valuation of each
asset.
The analysis below shows the sensitivity of the portfolio assets (and the
impact on NAV per share) to changes in key assumptions as follows:
Discount rates
The weighted average discount rate ('WADR') increased to 11.5% compared to
11.3% at March 2025. An increase or decrease in the discount rates by 1% has
the following effect on valuation and NAV per share.
Investments at fair value through profit or loss
£m
-1.0% change +1
.0
%
ch
an
ge
Discount rate £m pence per share £m pence per share
30 September 2025 402 43.6 4,085 (354) (38.4)
31 March 2025 391 42.4 3,790 (343) (37.2)
Inflation rates
The majority of assets held within Level 3 have revenues that are linked,
partially linked or in some way correlated
to inflation. The long-term CPI inflation rate assumption across all
jurisdictions is 2.0% (31 March 2025: 2.0%). The long-term RPI assumption for
the UK is 2.5% (31 March 2025: 2.5%).
A 1% increase or decrease in the short-term inflation rate assumption for the
next two years would have the following impact on the valuation and NAV per
share.
Investments at fair value through profit or loss
£m
-1.0% change +1
.0
%
ch
an
ge
Inflation rate £m pence per share £m pence per share
30 September 2025 (53) (5.8) 4,085 53 5.7
31 March 2025 (48) (5.2) 3,790 47 5.1
Interest rates
The valuations are sensitive to changes in interest rates, which may result
from: (i) unhedged existing borrowings within portfolio companies; (ii)
interest rates on uncommitted future borrowings assumed within the asset
valuations; and (iii) cash deposits held by portfolio companies. These
comprise a wide range of interest rates from short-term deposit rates to
longer-term borrowing rates across a broad range of debt products.
A 1% increase or decrease in the cost of borrowing assumption for unhedged
borrowings and any future uncommitted borrowing and the cash deposit rates
used in the valuation of each asset would have the following impact on the
valuation and NAV per share.
Investments at fair value through profit or loss
£m
-1.0% change +1
.0
%
ch
an
ge
Interest rate £m pence per share £m pence per share
30 September 2025 196 21.3 4,085 (198) (21.5)
31 March 2025 190 20.6 3,790 (192) (20.8)
This calculation does not take account of any offsetting variances which may
be expected to prevail if interest rates changed, including the impact of
inflation discussed above.
Over-the-counter derivatives
The Company uses over-the-counter foreign currency derivatives to hedge
foreign currency movements. The derivatives are held at fair value which
represents the price that would be received to sell or transfer the
instruments at the balance sheet date. The valuation technique incorporates
various inputs, including foreign exchange spot and forward rates, and uses
present value calculations. For these financial instruments, significant
inputs into models are market observable and are included within Level 2.
Valuation process for Level 3 valuations
The valuations on the Balance sheet are the responsibility of the Board of
Directors of the Company. The Investment Manager provides a valuation of
unquoted investments, debt and unlisted funds held by the Company on a
half-yearly basis. This is performed by the valuation team of the Investment
Manager and reviewed by the valuation committee of the Investment Manager. The
valuations are also subject to quality assurance procedures performed within
the valuation team. The valuation team verifies the major inputs applied in
the latest valuation by agreeing the information in the valuation computation
to relevant documents and market information. The valuation committee of the
Investment Manager considers the appropriateness of the valuation methods and
inputs, and may request that alternative valuation methods are applied to
support the valuation arising from the method chosen. On a half-yearly basis,
the Investment Manager presents the valuations to the Board. This includes a
discussion of the major assumptions used in the valuations, with an emphasis
on the more significant investments and investments with significant fair
value changes. Any changes in valuation methods are discussed and agreed with
the Audit and Risk Committee before the valuations on the Balance sheet are
approved by the Board.
4 Loans and borrowings
The Company has a £900 million revolving credit facility ('RCF') at 30
September 2025 with a maturity date in June 2028 (31 March 2025: £900
million).
The RCF is secured by a floating charge over the bank accounts of the Company.
Interest is payable at SONIA or EURIBOR plus a fixed margin on the drawn
amount. This fixed margin is subject to a small adjustment annually based upon
performance against agreed sustainability metrics. As at 30 September 2025,
the Company had £350 million of drawings under the RCF (31 March 2025: £260
million). The RCF has one financial covenant: a loan-to-value ratio.
5 Issued capital
As at 30 September 2025 As at 31 March 2025
(unaudited) (audited)
Number £m Number £m
Authorised, issued and fully paid
Opening balance 922,350,000 1,598 922,350,000 1,598
Closing balance 922,350,000 1,598 922,350,000 1,598
Reconciliation to Stated capital account
As at As at
30 September 2025 31 March 2025
£m £m
Proceeds from issue of ordinary shares 1,598 1,598
Transfer to retained reserves on 20 December 2007 (693) (693)
Cost of issue of ordinary shares (26) (26)
Stated capital account closing balance 879 879
6 Per share information
The earnings and net asset value per share attributable to the equity holders
of the Company are based on the following data:
Six months to Six months to
30 September 2025 30 September 2024
(unaudited) (unaudited)
Earnings per share (pence)
Basic and diluted 28.0 18.3
Earnings (£m)
Profit after tax for the period 258 169
Number of shares (million)
Weighted average number of shares in issue 922.4 922.4
Number of shares at the end of the period 922.4 922.4
As at As at
30 September 31 March
2025 2025
(unaudited) (audited)
Net asset value per share (pence)
Basic and diluted 407.9 386.2
Net assets (£m)
Net assets 3,762 3,562
7 Dividends
Six months to 30 September 2025 Six months to 30 September 2024
(unaudited) (unaudited)
Declared and paid during the period pence per share £m pence per share £m
Prior year final dividend paid on ordinary shares 6.325 58 5.950 55
The Company proposes paying an interim dividend of 6.725 pence per share (30
September 2024: 6.325 pence) which will be payable to those shareholders that
are on the register on 21 November 2025. On the basis of the shares in issue
at 30 September 2025, this would equate to a total interim dividend of £62
million (30 September 2024: £58 million). The designation of a portion of
the dividend as an interest distribution is described in the Information for
shareholders section.
8 Related parties
Transactions between the Company and 3i Group
3i Group plc ('3i Group') holds 29.2% (31 March 2025: 29.2%) of the ordinary
shares of the Company. This classifies 3i Group as a 'substantial
shareholder' of the Company as defined by the UK Listing Rules. During the
period, 3i Group received dividends of £17 million (30 September 2024: £16
million) from the Company.
3i Investments plc, a subsidiary of 3i Group, is the Company's Alternative
Investment Fund Manager and provides
its services under an Investment Management Agreement ('IMA'). 3i plc, another
subsidiary of 3i Group, together with 3i Investments plc, provides support
services to the Company (which are ancillary and related to the investment
management service), which it is doing pursuant to the terms of the IMA.
Fees under the IMA consist of a tiered management fee and time weighting of
the management fee calculation and a one-off transaction fee of 1.2% payable
in respect of new investments. The applicable tiered rates are shown in the
table below. The management fee is payable quarterly in advance.
Gross investment value Applicable tier rate
Up to £1.25bn 1.4%
£1.25bn to £2.25bn 1.3%
Above £2.25bn 1.2%
For the period to 30 September 2025, £25 million (30 September 2024: £25
million) was payable, including one-off transaction fees payable in respect of
new investments, and advance payments of £24 million were made, resulting in
an amount due to 3i plc of £1 million (31 March 2025: an amount due from 3i
plc of £1 million). In consideration of the provision of support services
under the IMA, the Company pays the Investment Manager an annual fee. The cost
for the support services incurred for the period to 30 September 2025 was
£0.6 million (30 September 2024: £0.6 million). There was no outstanding
balance payable as at 30 September 2025 (31 March 2025: nil).
Under the IMA, a performance fee is payable to the Investment Manager equal to
20% of the Company's total return in excess of 8%, payable in three equal
annual instalments. The second and third instalments will only be payable if
either (a) the Company's performance in the year in which that instalment is
paid also triggers payment of a performance fee in respect of that year, or
(b) if the Company's performance over the three years, starting with the year
in which the performance fee is earned, exceeds the 8% hurdle on an annual
basis. There is no high water mark requirement.
The performance hurdle requirement was not exceeded for the period to 30
September 2025 and, therefore, no performance fee accrual was recognised (30
September 2024: nil). The outstanding balance payable as at 30 September 2025
was £20 million (31 March 2025: £50 million), which includes the second and
third instalments of the FY25 fee and the third instalment of the FY24 fee.
Year Performance fee Outstanding balance at 30 September 2025
£m £m
FY25 18 12
FY24 26 8
Under the IMA, the Investment Manager's appointment may be terminated by
either the Company or the Investment Manager giving the other not less than 12
months' notice in writing, or by giving the other six months' notice in
writing if the Investment Manager has ceased to be a member of 3i Group, or
with immediate effect by either party giving the other written notice in the
event of insolvency or material or persistent breach by the other party. The
Investment Manager may also terminate the agreement on two months' notice
given within six months of a change of control of the Company.
Independent review report to 3i Infrastructure plc
Conclusion
We have been engaged by 3i Infrastructure plc ('the Company') to review the
condensed set of financial statements in the Half-yearly financial report for
the six months ended 30 September 2025 which comprises the Statement of
comprehensive income, the Statement of changes in equity, the Balance sheet,
the Cash flow statement, the accounting policies section and related notes 1
to 8.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 September 2025 is not prepared,
in all material respects, in accordance with United Kingdom adopted
International Accounting Standard 34 and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim
financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
As disclosed in the accounting policies, the Annual financial statements of
the Company are prepared in accordance with United Kingdom adopted
international accounting standards. The condensed set of financial statements
included in this Half-yearly financial report has been prepared in accordance
with United Kingdom adopted International Accounting Standard 34, "Interim
Financial Reporting".
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the Directors have
inappropriately adopted the going concern basis of accounting or that the
Directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This Conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however, future events or conditions may cause the entity to
cease to continue as a going concern.
Responsibilities of the directors
The Directors are responsible for preparing the Half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the Half-yearly financial report, the Directors are responsible
for assessing the Company's ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the Half-yearly financial report, we are responsible for
expressing to the Company a conclusion on the condensed set of financial
statements in the Half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.
Use of our report
This report is made solely to the Company in accordance with ISRE (UK) 2410.
Our work has been undertaken so that we might state to the Company those
matters we are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company, for our review work,
for this report, or for the conclusions we have formed.
Deloitte LLP
London, United Kingdom
Date: 10 November 2025
Statement of Directors' responsibilities
The Directors, who are required to prepare the financial statements on a going
concern basis unless it is not appropriate, are satisfied that the Company has
the resources to continue in business for the foreseeable future
and that the financial statements continue to be prepared on a going concern
basis.
The Directors confirm to the best of their knowledge that:
• the condensed set of financial statements have been prepared in
accordance with UK-adopted IAS 34 'Interim Financial Reporting';
• the Half-yearly report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to
assess the Company's performance; and
• the Half-yearly report includes a fair review of the information
required by the FCA's Disclosure and Transparency Rules (4.2.7 R and 4.2.8 R).
The Directors of 3i Infrastructure plc and their functions are listed below.
By order of the Board
Richard Laing
Chair
10 November 2025
Board of Directors and their functions
Richard Laing
Independent non-executive Chair and Chair of the Nomination Committee,
Disclosure Committee and the Management Engagement Committee.
Stephanie Hazell
Senior Independent non-executive Director and Chair of the Remuneration
Committee.
Martin Magee
Independent non-executive Director and Chair of the Audit and Risk Committee.
Doug Bannister (resigned 3 July 2025)
Independent non-executive Director.
Milton Fernandes
Independent non-executive Director.
Lisa Gordon
Independent non-executive Director.
Jennifer Dunstan
Non-executive Director.
Information for shareholders
Financial calendar
Ex-dividend date for interim dividend 20 November 2025
Record date for interim dividend 21 November 2025
Interim dividend expected to be paid 12 January 2026
Full year results expected date 12 May 2026
Designation of dividends as interest distributions
As an approved investment trust, the Company is permitted to designate
dividends wholly or partly as interest distributions for UK tax purposes.
Dividends designated as interest in this way are taxed as interest income in
the hands of shareholders and are treated as tax deductible interest payments
made by the Company. The Company expects to make such dividend designations in
periods in which it is able to use the resultant tax deduction to reduce the
UK corporation tax it would otherwise pay on the interest income it earns from
its investments. The Board is designating 5.83 pence of the 6.725 pence
interim dividend payable in respect of the period as an interest distribution.
3i Infrastructure plc
Registered office
Aztec Group House
IFC 6, The Esplanade
St. Helier
Jersey JE4 0QH
Channel Islands
www.3i-infrastructure.com (http://www.3i-infrastructure.com)
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