TRIG

HICL Infrastructure – Combination of HICL and TRIGDate/Time:17/11/2025 07:00:38 ▼

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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.

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.”