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RNS Number : 6388J HICL Infrastructure PLC 01 December 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH
AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
The information contained in this announcement is deemed inside information
under Article 7 of the UK Market Abuse Regulation. Upon publication, this
inside information is in the public domain.
1 December 2025
For immediate release
Update on the Combination of HICL Infrastructure PLC and The Renewables
Infrastructure Group Limited
The Boards of HICL Infrastructure PLC ("HICL") and The Renewables
Infrastructure Group Limited ("TRIG") confirm that, following the announcement
of the proposed combination of the two companies on 17 November 2025, the
proposed combination will not proceed.
Both Boards remain convinced of the strategic rationale for the combination.
However, following broad engagement with shareholders, the HICL Board
determined that it cannot progress the transaction without a substantial
majority of support from its own investors.
Each company remains well positioned as an independent business, with
high-quality portfolios, strong management teams, and clear strategies for
delivering long-term value to investors.
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
+44 20 7404 5959 /
Tom Pigott 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 Chris
Copperwaite (Aztec Group) and the person responsible for making this
announcement on behalf of TRIG is Laura Dunning (Aztec Group).
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.
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 for sale 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, and may not be
offered, or sold in or into the United States except pursuant to an applicable
exemption from registration requirements. 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.
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.
Legal entity identifiers
HICL: 213800BVXR1E5L7PEV94
TRIG: 213800NO6Q7Q7HMOMT20
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