HICL Infrastructure (HICL) 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.

• Enables investment across core and renewables, capitalizing on megatrends like energy transition, demographic shifts, and digitalization.

• Expanded investment universe supports a 10%+ NAV return target and access to new sub-sectors.

• Merges complementary portfolios and teams, leveraging expertise in both traditional and renewable infrastructure.

• Designed to attract new institutional and retail investors and drive a sustained re-rating of shares.

Financial terms and conditions

• Structured as a FAV-for-FAV share exchange, with TRIG shareholders receiving approximately 0.714173 new shares per TRIG share, or a partial cash exit up to £250 million at a 10% discount to TRIG's NAV as of 30 September 2025.

• Sun Life commits £100 million for secondary market support post-completion.

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

• Progressive dividend policy targeting 9.0p per share, with a total return mandate of 10%+ per annum.

• No break fee; management fees are aligned with share price performance and capped at NAV, with pro forma OER expected at 92-96 basis points.

Synergies and expected cost savings

• Main synergies are from increased opportunity, scale, and capital flexibility, not direct cost reductions.

• Operating expense ratio expected in the range of 92-96bps, reflecting cost savings from management and operational efficiencies.

• Revised fee structures for both investment and operations management, with lower rates and capped fees.

• Combined management and board structure ensures continuity and expertise.

• Fee reductions over and above those delivered earlier in the year.