REG - HICL Infrastructure Renew Infra Grp Ld - Combination of HICL and TRIG

Renewables InfrastructureAnnouncement

Mon 07:00

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RNS Number : 7650H  HICL Infrastructure PLC  17 November 2025

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under Article 7 of the UK Market Abuse Regulation. Upon publication, this
inside information is in the public domain.

 

 

 

17 November 2025

 

For immediate release

 

 

Combination of

HICL Infrastructure PLC ("HICL")

and

The Renewables Infrastructure Group Limited ("TRIG")

·    HICL and TRIG to combine to create the UK's largest listed
infrastructure investment company with net assets in excess of £5.3 billion

·    Reinvigorated investment strategy enabling investment across the full
spectrum of infrastructure, including core and renewables sectors, opening
access to new growth assets and subsectors aligned with key infrastructure
megatrends

·    Diversified and resilient cash flows supporting an initial dividend
target of 9.0 pence per share and compelling target NAV total return of over
10 per cent. per annum over the medium term

·  Continuity of leading specialist investment management and renewables
operational management teams, ensuring consistent stewardship and expertise in
delivering the enhanced investment strategy

·    Combination to be implemented through the reconstruction and
voluntary winding up of TRIG, with TRIG's assets transferred to HICL in
exchange for the issue of new HICL shares and cash

·    £350 million liquidity package, comprising a partial cash option of
up to £250 million for TRIG shareholders and a further £100 million
commitment from Sun Life, which has agreed terms to provide liquidity and
secondary market support for the Combined Company through the purchase of
ordinary shares following completion of the Combination

·    Targeting completion date in Q1 2026, subject to shareholder,
regulatory and other approvals

Summary

The Boards of HICL and TRIG are pleased to announce that, following extensive
engagement between the two companies and a positive market sounding with large
shareholders of both companies, they have signed detailed heads of terms in
relation to a combination of the two companies (the "Combination") to create
the UK's largest listed infrastructure investment company (the "Combined
Company").

The Combined Company will have an enhanced investment mandate covering the
full spectrum of infrastructure opportunities, reflecting the convergence of
traditional core infrastructure and energy transition assets. An initial
annual dividend target of 9.0 pence per share will underpin a target NAV total
return of over 10 per cent. per annum over the medium term, alongside a
progressive dividend.

The Boards believe that the Combination offers strong strategic, operational
and financial benefits for all shareholders, strengthening the already
attractive investment cases of both companies and creating a more compelling
proposition in the form of the Combined Company. Together, the Boards see an
opportunity to create the premier UK listed infrastructure investment company,
with greater scale, liquidity and relevance to a broader investor base.

The Combination will be implemented by way of the reconstruction and voluntary
winding up of TRIG under Guernsey law, pursuant to which the assets of TRIG
will transfer to HICL in exchange for the issue of new HICL shares ("HICL
Shares") and cash, enabling holders of TRIG shares ("TRIG Shares") to elect
for a partial cash exit (the "Scheme").

Key terms of the Combination include:

-    Issue of new HICL Shares: HICL will issue new HICL Shares to TRIG
shareholders on a formula asset value-for-formula asset value (FAV-for-FAV)
basis, with the exchange ratio determined by reference to the respective 30
September 2025 NAVs of HICL and TRIG. By way of illustration, applying the
latest published NAVs for each company results in an illustrative exchange
ratio of approximately 0.714173 of a HICL Share for each TRIG Share¹.

 

-     Cash option: TRIG shareholders will have the option to elect for a
partial cash exit of up to £250 million in aggregate, representing
approximately 11 per cent. of TRIG's issued share capital, priced at a 10 per
cent. discount to the 30 September 2025 TRIG NAV per share, adjusted for any
share buybacks undertaken and dividends declared after that date².

 

-    Sun Life secondary market investment: Sun Life, the parent company of
InfraRed Capital Partners ("InfraRed"), has agreed terms on which it will
provide liquidity and secondary market support for the Combined Company by
purchasing £100 million of ordinary shares following completion of the
Combination.

Applying the illustrative exchange ratio above, and assuming full take-up of
the £250 million partial cash option, HICL shareholders are expected to hold
approximately 56 per cent. and TRIG shareholders approximately 44 per cent. of
the Combined Company's issued share capital on completion of the Combination.

Prior to completion of the Scheme, both TRIG and HICL will continue to
maintain their existing quarterly dividend schedules, with dividends for the
quarter ended 30 September 2025 to be paid in the ordinary course, including
the third interim dividend of 1.8875 pence per share declared by TRIG on 6
November 2025. Following completion, quarterly dividends are intended to
commence at the new higher annual rate of 9.0 pence per share. Dividends to be
declared for the quarters ending 31 December 2025 and 31 March 2026 (subject
to the timing of completion) and for the full financial year ending 31 March
2027, are expected to reflect this increased level.

InfraRed, which acts as Investment Manager to both HICL and TRIG, will
continue in that role for the Combined Company, ensuring consistent
stewardship of the combined portfolio and the expertise required for the
delivery of the reinvigorated investment strategy. Renewable Energy Systems
("RES") will continue to provide operational services for renewables assets
within the portfolio, as it has done for TRIG since its launch in 2013.

Completion of the Combination remains subject to agreement of the final form
documentation, approval by the Financial Conduct Authority (the "FCA") of
HICL's prospectus and proposed new investment policy, shareholder approval at
the general meetings of both companies, foreign direct investment clearances
and other regulatory approvals, certain third party project level consents,
lender consents and admission of the new HICL Shares to the FCA's Official
List and to trading on the London Stock Exchange's Main Market for listed
securities.

It is anticipated that documentation in connection with the Combination will
be posted to shareholders later this week and general meetings are expected to
be held in December 2025. Completion of the Scheme (the "Effective Date") is
expected to occur in Q1 2026.

The Directors of both HICL and TRIG have provided irrevocable undertakings to
vote in favour of the Combination at the respective shareholder meetings in
respect of their holdings of HICL and TRIG Shares. In addition, the Directors
of TRIG have confirmed that they will not elect for the Cash Option (as
defined below).

Mike Bane, Chair of HICL, commented:

"The combination of HICL and TRIG represents a unique opportunity to capture
the key megatrends shaping the infrastructure market today, which increasingly
straddle both core infrastructure and the energy transition. By combining two
complementary portfolios and teams, the combined company will have the
profile, expertise and access to capital to seek enhanced returns from a
reinvigorated investment strategy."

 

Richard Morse, Chair of TRIG, commented:

"This is a combination that we believe offers a transformational opportunity
to drive growth and deliver a resilient, forward-looking investment
proposition. Together, HICL and TRIG will form the UK's largest listed
infrastructure and renewables investment company, with the scale, liquidity,
and balance sheet strength to better access a broader range of global
opportunities and deliver sustainable long-term value for shareholders."

Background to the Combination

HICL was listed on the main market of the London Stock Exchange in 2006 with
an initial focus on social infrastructure projects developed under the UK's
private finance initiative (PFI) and public private partnership (PPP) model,
providing long-term, availability-based cashflows. Today, HICL has grown into
a leading investor across the full breadth of the core infrastructure market,
diversifying into regulated utilities, transport concessions and digital
assets, and expanding geographically beyond the UK with assets in Europe,
North America, and New Zealand. As at 31 March 2025, HICL's diversified
portfolio comprised more than 100 essential infrastructure assets across eight
geographies, spanning availability-based, demand-based and regulated assets,
with a net asset value of approximately £3.0 billion.

TRIG was launched in 2013 as a renewables investment company aligned with the
energy transition, with an initial focus on operational solar and onshore wind
assets. Since then, its portfolio has expanded in line with the rapid growth
of renewable energy markets, adding offshore wind and battery storage to its
existing technologies. Over the past five years, TRIG has also expanded its
strategy to include large-scale development and construction activities,
having built more than 20 per cent. of its current portfolio. Today, TRIG
provides broad exposure to the energy transition, with a portfolio totalling
2.3GW across more than 80 assets, a net asset value of approximately £2.6
billion as at 30 September 2025, and a project pipeline of 1 GW. The portfolio
retains a strong weighting towards long-life, operational renewable assets
across the UK and Continental Europe.

The infrastructure investment sector has evolved since the launch of both
companies, with core infrastructure and the energy transition sectors
increasingly converging, propelled by global infrastructure megatrends. This
evolution has created a more interconnected opportunity set, with traditional
areas such as social, transport and regulated infrastructure now intersecting
with renewables, energy storage and digital networks.

In recent years, listed investment companies in the alternatives sector have
seen evolving investor preferences and regulatory developments influencing
sentiment across the sector resulting in a more challenging market backdrop.
While both Boards have taken proactive steps to enhance performance and
shareholder value, these have yet to translate into sustained share
re-ratings.

Following a period of extensive engagement between the two companies and a
positive market sounding with large shareholders of both companies, the Boards
of HICL and TRIG are pleased to announce the Combination. Bringing together
two established leaders in their respective sectors, it offers a compelling
opportunity for both sets of shareholders, aligning the Combined Company with
the structural evolution of the infrastructure market. The most resilient and
best-performing strategies are increasingly those able to deploy capital
flexibly across both energy and traditional infrastructure, taking advantage
of relative value opportunities and positioning portfolios for sustainable,
long-term growth.

The Combination will create the UK's largest listed infrastructure investment
company, with an enhanced profile and greater economies of scale. In reaching
this view, the Boards considered the complementary profile of the two
portfolios, the strategic alignment of their investment mandates, and the
benefits of combining resources within a single, larger platform.

The Investment Proposition

The Combined Company created through the Combination of HICL and TRIG will
represent a compelling investment proposition for both existing shareholders
and new investors:

·   The leading UK-listed infrastructure company: The Combined Company will
be the UK's largest listed infrastructure investment company with net assets
of in excess of £5.3 billion. Its increased size is expected to improve share
liquidity, broaden appeal to global institutional investors and index funds,
and provide a pathway to potential inclusion in the FTSE 100 Index and other
relevant global indices. Greater scale will also provide access to a broader
range of investment opportunities than those currently available to either
HICL or TRIG on a standalone basis.

 

·  Reinvigorated strategy aligned with infrastructure megatrends: The
Combination will establish a reinvigorated investment mandate covering the
full spectrum of infrastructure opportunities, reflecting the convergence of
traditional core infrastructure and the energy transition. The Combined
Company will be well positioned to capture evolving investment opportunities
across three key infrastructure megatrends of energy transition,
digitalisation, and demographic change driving infrastructure renewal.

 

·   Reorientation towards growth: While maintaining a strong foundation in
lower-risk, long-duration assets, the Combined Company will selectively grow
its allocation to higher-returning infrastructure investment strategies,
leveraging the Investment Manager's existing capabilities. This approach will
appropriately balance income resilience with enhanced growth potential,
targeting an annual growth in NAV per share above the annual growth in
dividend per share.

 

·   Compelling total return profile: An initial annual dividend target of
9.0 pence per share will underpin a target NAV total return of over 10 per
cent. per annum for the Combined Company over the medium term, alongside a
progressive dividend. Following completion, quarterly dividends to be declared
for the quarters ending 31 December 2025 and 31 March 2026 (subject to the
timing of completion) and for the full financial year ending 31 March 2027 are
expected to reflect this increased level.

 

·   Diversified and resilient cashflows: The portfolios of HICL and TRIG
comprise high-quality, critical infrastructure assets, with a significant
proportion of cashflows supported by long-term contractual or regulatory
arrangements. Their respective risk/return profiles, strong cash yields and
complementary growth characteristics create a strong foundation for the
Combined Company. The enhanced diversification across asset classes,
counterparties and maturities will further strengthen the resilience and
durability of portfolio cashflows and provide a robust platform to deliver the
reinvigorated investment strategy and capture the broader opportunity set
across core infrastructure and the energy transition.

 

·    Enhanced capital flexibility: The Combination will provide greater
capital flexibility than either HICL or TRIG individually, supported by a
larger and more diversified portfolio and the combined balance sheet strength
that should drive incremental debt capacity and cashflow for reinvestment.
This should enable capital to be allocated to investments with the most
attractive long-term risk-adjusted returns, with a clear primary focus on
reinvestments and portfolio rotation.

 

·   Continued top tier specialist management: Management continuity for the
Combined Company will be maintained, with InfraRed continuing as Investment
Manager and RES continuing to provide operational management for renewables
assets within the portfolio, preserving the distinctive integrated expertise
and institutional knowledge from which both companies have benefited to date.
InfraRed's significant track record in higher-returning infrastructure
investments will support delivery of the enhanced strategy. Demonstrating
alignment with the reinvigorated strategy, Sun Life, the parent company of
InfraRed, has agreed terms on which it will provide liquidity and secondary
market support for the Combined Company by purchasing £100 million of
ordinary shares following completion of the Combination.

New Arrangements with InfraRed and RES

InfraRed

From the Effective Date, the investment management agreement between InfraRed
and TRIG (the "TRIG IMA") will be terminated without cost to any party, and
the investment management arrangements between InfraRed and the HICL group
will be amended to reflect, among other things, the following:

-     Continuation of services: The TRIG group companies that currently
benefit from InfraRed's services under the TRIG IMA will continue to benefit
from them on substantially the same terms as they currently do.

 

-     Revised fee structure: Management fees payable to InfraRed will be
amended to 0.85 per cent. per annum of the average of the Combined Company's
most recently published NAV and its daily average closing market
capitalisation up to £2 billion, 0.80 per cent. from £2 billion up to £4
billion and 0.75 per cent. above £4 billion plus £100,000 per annum
investment management fee. These fees will be capped at the maximum amount
that would be payable if the management fees were based on the Combined
Company's NAV only.

 

-     Termination notice period: The minimum period of notice for
terminating the appointment of InfraRed (otherwise than for cause) will be
reduced to 24 months from 1 April 2030, following a transitional period from 1
April 2029, where the minimum period of notice shall taper on a linear daily
basis from the existing 36 months' period.

The InfraRed team responsible for providing investment management services to
the Combined Company will comprise members from both the HICL and TRIG
investment management teams, bringing together complementary expertise and
ensuring continuity.

RES

From the Effective Date, RES will be appointed as operations manager of the
Combined Company's portfolio of renewables investments and other agreed energy
transition investments (the "Renewables Investments") pursuant to a new
Operations Management Agreement with the Combined Company, which will be
similar to the existing operations management arrangements with TRIG, and
which reflect the following amendments:

-     Revised fee structure: Fees payable to RES will be at reduced rates
compared with the fees previously paid by TRIG, calculated at 0.34 per cent.
per annum of the average of the Combined Company's most recently published NAV
attributable to the Renewables Investments and its daily average closing
market capitalisation attributable to the Renewables Investments, up to £1
billion, 0.27 per cent. from £1 billion up to £2 billion, 0.2625 per cent.
from £2 billion up to £3 billion and 0.245 per cent. above £3 billion. In
the first year following the Effective Date, the basis on which RES's fees are
calculated (NAV and market capitalisation each attributable to Renewables
Investments) shall be adjusted through a deduction which will reflect the
£250 million paid out in respect of the Cash Option. These fees will be
capped at the maximum amount that would be payable if they were based on the
Combined Company's NAV attributable to the Renewables Investments only.

 

-     Termination notice period: The minimum period of notice for
terminating the appointment of RES will be aligned with the notice period for
terminating InfraRed's appointment under the investment management
arrangements (being 24 months from 1 April 2030, following a transitional
period from 1 April 2029, where the minimum period of notice shall taper on a
linear daily basis from 36 months).

TRIG's existing Operations Management Agreement will be terminated on the
Effective Date without cost to any party.

TRIG and its group currently have the benefit of a right of first offer
arrangement in respect of certain onshore wind farms and solar PV parks sold
by the RES group. This agreement will be terminated and a new agreement on
substantially the same terms will be entered into with effect from the
Effective Date giving such rights of first offer to the Combined Company.

RES has the benefit of rights to repower any of the wind farm or solar PV park
assets in the TRIG portfolio acquired from the RES group. These rights will
continue with respect to the Combined Company with effect from the Effective
Date.

Taking into account the proposed changes to the investment management and
operations management arrangements, together with the estimated fixed cost
savings arising from the Combination, the Combined Company is expected to have
an Operating Expense Ratio (OER) in the range of 92-96bps.(3)

The Board of Directors

The Combined Company will continue to benefit from the experience and
expertise of all existing members of the HICL and TRIG Boards.

From the Effective Date, the Directors of the Combined Company and their roles
will be as follows: Mike Bane (Chair); Richard Morse (Deputy Chair and Chair
of Capital Allocation Committee); Frances Davies (Senior Independent
Director); Tove Feld (Chair of Management Engagement Committee); John Whittle
(Chair of Audit Committee); Rita Akushie (Chair of Remuneration Committee);
Liz Barber (Chair of Risk Committee); Selina Sagayam (Chair of Sustainability
Committee); Erna-Maria Trixl, Graham Sutherland and Martin Pugh.

The additional Directors to be appointed with effect from the Effective Date
shall be appointed by the existing HICL Board. All Directors shall be subject
to re-election at the Combined Company's next annual general meeting in 2026
in accordance with its Articles of Association. Following the Effective Date,
the Board intends to conduct a post-transaction review of its composition,
with the intention of reducing the number of Directors over time.

Name

Following completion, it is intended that the name and brand of HICL will be
changed to reflect the Combination. Shareholders will be asked to approve the
change at the Combined Company's annual general meeting in 2026.

The Scheme

Introduction

The Combination will be effected by way of the reconstruction and voluntary
winding up of TRIG under Guernsey law similar to a scheme of reconstruction
under section 110 UK Insolvency Act 1986 (the "Scheme"). The Scheme will
involve the issue of new HICL Shares and/or the payment of cash to TRIG
shareholders in consideration for the transfer of TRIG's assets to HICL,
pursuant to a transfer agreement to be entered into by the two parties (the
"Transfer Agreement"). The assets to be transferred to HICL will be after an
amount of cash, undertaking and other assets of TRIG have been set aside in a
"Liquidation Pool" of value estimated to be sufficient to meet any outstanding
known liabilities of TRIG (including the costs of liquidation and any dividend
declared by TRIG but not paid prior to the Effective Date) and to meet any
contingent or unknown liabilities of TRIG following its liquidation.

Share Exchange Mechanism

Under the Scheme, TRIG shareholders on the register on the record date
(expected to be in January 2026) may elect (or may be deemed to have elected)
to receive:

-    HICL Shares: Such number of new HICL Shares as have a value (at the
HICL FAV per Share) equal to the value (at the TRIG FAV per Share) of the TRIG
Shares held by them in respect of which they have elected (or are deemed to
have elected) to roll over their investment into HICL (the "Rollover Option");
and/or

-    Cash Option: Subject to a maximum aggregate cash distribution totalling
£250 million, an amount of cash per TRIG Share equal to the Cash Option Value
(as defined below), multiplied by the number of TRIG Shares so elected (the
"Cash Option").

Calculation of Value Under the Scheme

The exchange ratio determining the number of HICL Shares to be issued to TRIG
shareholders electing (or being deemed to have elected) for the Rollover
Option will be calculated on a FAV-for-FAV basis on a calculation date to be
specified in the detailed Scheme terms (the "Calculation Date"). Each of the
HICL and TRIG FAVs will be based on the respective HICL and TRIG NAVs as at 30
September 2025, in each case calculated on a consistent basis and using the
same valuation policies and methodologies that were used to calculate the 30
June 2025 NAV for TRIG and the 31 March 2025 NAV for HICL.

The "HICL FAV" will be the HICL NAV as at 30 September 2025, adjusted by: (a)
deducting any dividends declared (whether or not paid) by HICL on or before
the Calculation Date to which new HICL shares issued to TRIG shareholders are
not entitled (to the extent not already reflected in the HICL NAV as at 30
September 2025); (b) deducting an amount equal to the aggregate value of cash
paid by HICL in connection with the buyback of any HICL Shares after 30
September 2025 but on or prior to the Calculation Date (to the extent not
already reflected in the HICL NAV as at 30 September 2025); (c) deducting any
of HICL's direct transaction costs (to the extent that they are not already
reflected in the HICL NAV as at 30 September 2025), accrued and calculated as
at the Calculation Date; and (d) adding an amount equal to 50 per cent. of the
Cash Option Discount (as defined below). The "HICL FAV per Share" is the HICL
FAV divided by the number of HICL Shares in issue (excluding those HICL Shares
held in treasury) as at the close of business on the Calculation Date.

The "TRIG FAV" will be the TRIG NAV as at 30 September 2025, adjusted by: (a)
deducting any dividends declared (whether or not paid) by TRIG on or before
the Calculation Date (to the extent not already reflected in the TRIG NAV as
at 30 September 2025); (b) deducting an amount equal to the aggregate value of
cash paid by TRIG in connection with the buyback of any TRIG Shares after 30
September 2025 but on or prior to the Calculation Date (to the extent not
already reflected in the TRIG NAV as at 30 September 2025); (c) deducting any
of TRIG's direct transaction costs (to the extent that they are not already
reflected in TRIG's NAV as at 30 September 2025), accrued and calculated as at
the Calculation Date; (d) deducting the value of cash and any other assets
appropriated to the Liquidation Pool (including the Liquidators' retention)
(to the extent that they are not reflected in the TRIG NAV as at 30 September
2025) other than cash or assets so appropriated in order to settle direct
transaction costs included in (c) above; (e) deducting an amount equal to the
value of the aggregate monies to be paid to TRIG shareholders pursuant to the
Cash Option divided by 0.9; and (f) adding an amount equal to 50 per cent. of
the Cash Option Discount (as defined below). The "TRIG FAV per Share" is the
TRIG FAV divided by the number of TRIG Shares in issue (excluding those TRIG
Shares held in treasury) as at the close of business on the Calculation Date
that have been elected (or are deemed to have been elected) for the Rollover
Option.

By way of illustration, applying the latest published NAV for TRIG (as at 30
September 2025) and the latest published NAV for HICL (as at 31 March 2025)
results in an exchange ratio of 0.714173 of a HICL Share for each TRIG share
held¹.

Cash Option

The aggregate monies of up to £250 million to be distributed to TRIG
shareholders pursuant to the Cash Option will be paid in respect of each TRIG
Share elected (or deemed to be elected) for the Cash Option at a price equal
to 90 per cent. of the TRIG Cash Adjusted NAV per Share (the "Cash Option
Value"). The "TRIG Cash Adjusted NAV per Share" shall be calculated as the
TRIG NAV as at 30 September 2025, adjusted by deducting:

(i)      the monies to be paid out by TRIG to its shareholders as the third
quarterly interim dividend of 1.8875p per share in respect of the three month
period to 30 September 2025 (to the extent not already reflected in the TRIG
NAV as at 30 September 2025); and

(ii)      an amount equal to the aggregate value of cash paid by TRIG in
connection with the buyback of any TRIG Shares after 30 September 2025 but
prior to the date of this announcement (to the extent not already reflected in
the TRIG NAV as at 30 September 2025),

and dividing such adjusted amount (the "TRIG Cash Adjusted Net Asset Value")
by the number of TRIG Shares in issue (excluding those TRIG Shares held in
treasury) as at the close of business on the Calculation Date.

The difference between (i) the aggregate TRIG Cash Adjusted Net Asset Value
attributable to those TRIG Shares elected (or deemed to have been elected) for
the Cash Option; and (ii) the aggregate monies paid out in respect of such
TRIG Shares pursuant to the Cash Option, shall be known as the "Cash Option
Discount" for the purposes of the Scheme. An amount equal to 50 per cent. of
the Cash Option Discount will be included as an asset in the calculation of
the TRIG FAV, and an amount equal to 50 per cent. of the Cash Option Discount
will be included as an asset in the calculation of the HICL FAV, in each case
as further described above.

The default option under the Scheme will be the Rollover Option (other than
for certain categories of excluded shareholders, including certain overseas
shareholders, to whom HICL Shares cannot be offered). Elections (and deemed
elections) for the Cash Option will be satisfied on a pro rata basis and may
be subject to scaling back. Further details will be provided in the TRIG
circular in connection with the Combination anticipated to be posted to TRIG
shareholders later this week.

The Cash Option will be funded in full through a payment made by HICL pursuant
to the Scheme on or prior to the Effective Date, such payment to form part of
the consideration payable for TRIG's assets under the Scheme pursuant to the
Transfer Agreement and representing additional drawings for the Combined
Company under its revolving credit facility.

Assuming full take up of the Cash Option, the Combined Company is expected to
have net assets in excess of £5.3 billion on completion.

Expected Timetable

It is anticipated that documentation in connection with the Combination will
be posted to shareholders later this week, with general meetings convened in
December 2025 and the Effective Date expected in Q1 2026, subject to
satisfaction of the Scheme conditions as detailed above.

Exclusivity

Detailed heads of terms in relation to the Combination were entered into by
HICL, TRIG, and InfraRed on 16 November 2025. The heads of terms contain
legally binding mutual exclusivity undertakings, which are applicable until
the expected Effective Date, which restrict both HICL or TRIG from approaching
third parties in relation to a transaction that is similar or equivalent to
the Combination. Both HICL and TRIG are able to engage with approaches
received under the UK City Code on Takeovers and Mergers (the "City Code") and
equivalent approaches, subject to notifying the other party where lawful.

The heads of terms contain an indemnity for costs that are incurred by one of
the parties (capped at either £2.5 million or £3.5 million, depending on the
circumstances) if the Combination does not occur because the other party fails
to negotiate in good faith and use its best endeavours to effect the
Combination or if the other party changes its board recommendation to its
shareholders and the necessary resolutions are not passed as a result.

Non-application of the City Code to the Combination

The Combination will be implemented through the reconstruction and voluntary
winding up of TRIG pursuant to Guernsey law, under which TRIG shareholders
will receive new HICL Shares and/or cash (which is similar to a scheme of
reconstruction under section 110 of the UK Insolvency Act 1986). As such, the
City Code is not expected to apply to the Combination.

Investor and Analyst Presentations

HICL and TRIG will host a joint investor presentation via webcast at 10:00
a.m. (UK time) today (17 November 2025) to discuss the Combination. Details
for accessing this webcast are available here:
https://brrmedia.co.uk/HICL-TRIG-investor25
(https://brrmedia.co.uk/HICL-TRIG-investor25)

An analyst presentation will also be held at the offices of InfraRed and via
webcast at 8:30 a.m. (UK time) today. Details for accessing this webcast are
available here: https://brrmedia.co.uk/HICL-TRIG-analyst25
(https://brrmedia.co.uk/HICL-TRIG-analyst25)

 

(1)   Based on HICL's latest reported NAV of £3,031 million as at 31 March
2025 (adjusted for share buybacks completed up until 30 September 2025) and
TRIG's latest reported NAV of £2,632 million as at 30 September 2025.
Illustrative exchange ratio assumes full take-up of the Cash Option.

(2)   Including the third interim dividend of 1.8875 pence per share
declared by TRIG on 6 November 2025.

(3)   This reflects the estimated starting NAV of the Combined Company,
calculated on the basis of TRIG's 30 September 2025 NAV, an assumed HICL NAV
as at 30 September 2025, and full take-up of the Cash Option. It also reflects
an illustrative range of share ratings within which the Combined Company's
shares could be expected to trade immediately following completion of the
Combination.

 Enquiries:

HICL Infrastructure PLC                                                   Via Goldman Sachs International / Investec Bank plc

 Mike Bane

 Frances Davies

 Goldman Sachs International (Joint Financial Adviser to HICL)             +44 20 7774 1000

 Mark Sorrell

 Warren Stables

 Amit Puri

 Investec Bank plc (Joint Financial Adviser and Corporate Broker to HICL)  +44 20 7597 4000

 David Yovichic

 Denis Flanagan

 Brunswick Group (PR Adviser to HICL)

 David Litterick

 Tom Pigott                                                                +44 20 7404 5959 /

                                                                           HICL@brunswickgroup.com

 The Renewables Infrastructure Group Limited                               Via BNP Paribas

 Richard Morse

 Tove Feld

 BNP Paribas (Sole Financial Adviser and                                   +44 20 7595 2000

 Joint Corporate Broker to TRIG)

 Kirshlen Moodley

 Virginia Khoo

 Ljiljana Roessler

 Carwyn Evans

 Brunswick (PR Adviser to TRIG)                                            +44 20 7404 5959 /

 Diana Vaughton                                                            TRIG@brunswickgroup.com

 Peter Hesse

 

 

 

 

 

 

 

 

 

 

Important information

The person responsible for making this announcement on behalf of HICL is Sarah
Felmingham (Aztec Group) and the person responsible for making this
announcement on behalf of TRIG is Laura Dunning (Aztec Group).

The final terms of the Scheme will be detailed in documentation to be
published in due course, and those final terms may be different than those
described in this announcement. The Scheme will be subject to certain
conditions, which if not satisfied or waived, will mean that the Scheme will
not proceed.

Nothing in this announcement shall form the basis of or constitute any offer
or invitation to sell or issue, or any solicitation of any offer to purchase
or subscribe for any shares or any other securities nor shall it (or any part
of it) or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefor.  None of HICL's or TRIG's
shareholders or prospective investors in either company, should base any
financial decision on this announcement.  Any shareholder action required in
connection with the potential transaction will only be set out in documents
sent to or made available to HICL or TRIG shareholders and any decision made
by such shareholders should be made solely and only on the basis of
information provided in those documents.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice (ii) a representation that any
investment or strategy is suitable or appropriate to individual circumstances
or (iii) a personal recommendation.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

Overseas jurisdictions

This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States of America (the "United States",
including its territories and possessions, any state of the United States and
the District of Columbia), Canada, Australia, Japan, South Africa or any other
jurisdiction in which distribution or release would be unlawful.

This announcement is not an offer of securities into the United States. The
securities referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered, pledged, sold, delivered or otherwise transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act. No public offering of securities is being made in the United
States or in any other jurisdiction. HICL has not been, and will not be,
registered under the US Investment Company Act of 1940, as amended (the "US
Investment Company Act"), and investors will not be entitled to the benefits
of that act. No offer, purchase, sale or transfer of the securities referred
to herein may be made except under circumstances which will not result in HICL
being required to register as an investment company under the US Investment
Company Act.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession this announcement or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Forward looking statements

The information contained in this announcement contains certain
'forward-looking statements' with respect to HICL's and TRIG's expectations
relating to the future financial condition, performance, results, strategy and
objectives of the Combined Company following the implementation of the Scheme.
For example, statements containing words such as 'may', 'will', 'should',
'continue', 'aims', 'estimates', 'projects', 'believes', 'intends', 'expects',
'plans', 'pursues', 'seeks', 'targets' and 'anticipates', and words of similar
meaning or the negative thereof, may be forward-looking. By their nature, all
forward-looking statements involve risk and uncertainty because they are based
on information available at the time they are made, including current
expectations and assumptions, and relate to future events and circumstances
which may be or are beyond HICL's or TRIG's control, including among other
things statements relating to the expected benefits of the Scheme.

The Combined Company's actual future financial condition, performance and
results may differ materially from the plans, goals, strategy and expectations
set forth in the forward-looking statements and undue reliance should not be
placed on forward-looking statements. Except to the extent otherwise required
by applicable law, none of HICL, TRIG, InfraRed or RES are under any
obligation to update any of the forward-looking statements contained in this
announcement or any other forward-looking statements they may respectively
make. Past performance is not an indicator of future results and unless
expressly stated otherwise, no statement contained or referred to in this
announcement is intended to be a profit forecast, estimate or projection of
the Combined Company's future results.

Any shareholder action required in connection with the Scheme will only be set
out in documents sent to or made available to HICL's and TRIG's shareholders
and any decision made by such shareholders should be made solely and only on
the basis of information provided in those documents.

Notices related to financial advisers

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting for HICL Infrastructure
PLC and no one else in connection with the potential transaction and will not
be responsible to anyone other than HICL Infrastructure PLC for providing the
protections afforded to clients of Goldman Sachs International, or for giving
advice in connection with the potential transaction or any matter referred to
herein.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority, is acting
exclusively for HICL Infrastructure PLC as financial adviser and no one else
in connection with the potential transaction as financial adviser and will not
be responsible to anyone other than HICL Infrastructure PLC for providing the
protections afforded to clients of Investec in relation to the potential
transaction or for providing advice in relation to the potential transaction
or any other matter referred to in this announcement. Neither Investec nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever for, or makes any representation or warranty, express or implied,
as to, this announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to any of them,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use
of the announcement or its content or otherwise arising in connection
therewith. Investec and its affiliates accordingly disclaim all and any
liability whether direct or indirect, whether arising in tort, contract, under
statute or otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection therewith,
save for any responsibilities or liabilities of Investec under the Financial
Services and Markets Act 2000, as amended, or the regulatory regime
established thereunder.

BNP Paribas is authorised and regulated by the European Central Bank and the
Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas is authorised
by the Prudential Regulation Authority and is subject to regulation by the
Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of BNP Paribas' regulation by
the Prudential Regulation Authority are available from BNP Paribas on request.
BNP Paribas has its registered office at 16 Boulevard des Italiens, 75009
Paris, France and is registered with the Companies Registry of Paris under
number 662 042 449 RCS and has ADEME identification number FR200182_03KLJ. BNP
Paribas London Branch is registered in the UK under number FC13447 and UK
establishment number BR000170, and its UK establishment office address is 10
Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser
and corporate broker exclusively for TRIG and no one else in connection with
the matters described in this announcement and will not be responsible to
anyone other than TRIG for providing the protections afforded to clients of
BNP Paribas or for providing advice in relation to the matters described in
this announcement or any transaction or arrangement referred to herein.
Neither BNP Paribas nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of BNP Paribas in connection with this announcement, any statement
contained herein or otherwise.

Corporate broker

Investec Bank plc continues to act as corporate broker to TRIG, including in
relation to the proposed combination.

Legal advisers

Hogan Lovells International LLP is acting as legal adviser to HICL. Norton
Rose Fulbright LLP is acting as legal adviser to TRIG as to English law and
Carey Olsen (Guernsey) LLP are acting as Guernsey legal counsel to TRIG.

Legal entity identifiers

HICL: 213800BVXR1E5L7PEV94

TRIG: 213800NO6Q7Q7HMOMT20

 

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