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

Deal rationale and strategic fit

• Merger creates the UK's largest listed infrastructure investment company with net assets over £5.3 billion, enhancing scale, liquidity, and diversification to become the natural choice for infrastructure allocations.

• Enables investment across the full spectrum of infrastructure, including core and renewables, aligning with megatrends like energy transition, digitalisation, and demographic change.

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

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

• Both boards considered multiple options and concluded this diversified strategy offers superior long-term benefits.

Financial terms and conditions

• Transaction structured as a FAV-for-FAV share exchange, with TRIG shareholders receiving approximately 0.714173 new shares per TRIG share, based on 30-Sep-25 NAVs.

• TRIG shareholders offered a partial cash option up to £250 million at a 10% discount to TRIG's 30-Sep-25 NAV, with total cash in the transaction approximately £350 million.

• Sun Life, the investment manager's parent, to invest £100 million through secondary market share purchases post-combination.

• Dividend set at £0.09 per share for the first operational year, with a progressive policy and a total NAV return target of 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 92-96bps, reflecting fixed cost savings and revised fee structures.

• Scale enables access to a wider investment universe, more efficient capital allocation, and broader investor appeal.

• Fee reductions negotiated, with further savings possible if the combined company re-rates.

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