The Renewables Infrastructure Group (TRIG) M&A Announcement summary

Deal rationale and strategic fit

• Creates the UK's largest listed infrastructure investment company with net assets over £5.3 billion, enhancing scale, diversification, and liquidity for a broader investor base.

• Enables investment across core infrastructure and renewables, targeting infrastructure megatrends such as energy transition, digitalisation, and demographic change.

• Merges complementary portfolios and teams, leveraging expertise in both core infrastructure and renewables.

• Expanded investment universe supports a shift in NAV return to over 10% per annum, positioning the company as a fully diversified infrastructure fund.

• Both boards considered multiple options and concluded this diversified strategy is superior to sector-specific alternatives.

Financial terms and conditions

• Structured as a FAV-for-FAV share exchange using a Section 110 scheme under Guernsey law, with TRIG shareholders receiving approximately 0.714173 new shares per TRIG share based on 30-Sep-25 NAV.

• TRIG shareholders offered a partial cash exit up to £250 million at a 10% discount to TRIG's 30-Sep-25 NAV, representing a 30% premium to market.

• Sun Life, InfraRed's parent, will provide £100 million of aftermarket support via secondary market purchases post-completion.

• Dividend set at £0.09 per share for the first operational year, with a progressive dividend policy and a total NAV return target of over 10% per annum.

• HICL shareholders expected to hold 56% and TRIG shareholders 44% of the combined company, assuming full cash option take-up.

Synergies and expected cost savings

• Main synergies are enhanced returns, growth, and capital flexibility, rather than direct cost savings.

• Combined company expects an operating expense ratio of 92–96 basis points, reflecting fixed cost savings and revised management/operations fee structures.

• Fee reductions negotiated, with further cuts if the combined company trades at a discount, and no performance or transaction fees.

• Greater scale broadens investor universe, enhances liquidity, and increases potential for wider index inclusion.

• Combined Boards and retention of top-tier management ensure continuity and expertise.