Hogan Lovells and Norton Rose Fulbright have scored lead roles on the merger of HICL Infrastructure with The Renewables Infrastructure Group (TRIG), which will create the UK’s largest listed infrastructure investment company.
Hogan Lovells is guiding HICL on the transaction while NRF is advising TRIG alongside Carey Olsen, which is acting as Guernsey legal counsel.
The deal will combine HICL’s portfolio of core assets spanning social projects, utilities, transport and digital assets with TRIG’s 2.3-gigawatt portfolio across solar, wind and battery storage. The combined company will have net assets of more than £5.3bn.
The deal comes as the UK infrastructure investment sector grapples with low valuations, Reuters reported, which in recent years has seen core infrastructure and the energy transition sectors increasingly converge.
“In recent years, listed investment companies in the alternatives sector have seen evolving investor preferences and regulatory developments influencing sentiment across the sector, resulting in a more challenging market backdrop,” the companies said in a joint statement. “While both boards have taken proactive steps to enhance performance and shareholder value, these have yet to translate into sustained share re-ratings.”
Hogan Lovells’ effort is being led by partner Erik Jamieson, head of the firm’s listed funds practice, who previously advised HICL on its IPO on the London Stock Exchange back in 2006 and subsequent capital raisings. Hogan Lovells partners Phil Brown (infrastructure/renewables), Bryony Widdup (banking and finance), Angus Coulter (competition), Rita Hunter (sustainability), Alex Parkhouse (US securities) and Daniel Simons (M&A) are also involved on the deal.
As part of the deal, there will be a voluntary winding up of TRIG, with its assets to be transferred to HICL in exchange for new HICL shares and a £350m liquidity package that includes a £100m commitment from Sun Life, the parent firm of HICL’s investment manager, to buy shares in the combined company.
Norton Rose Fulbright’s team was led by corporate, M&A and securities partner Richard Sheen, according to a source with knowledge of the matter, alongside finance and energy partner Rob Marsh, competition and regulatory partner Ian Giles, US securities partner Thomas Vita and tax partner Julia Lloyd.
The Carey Olsen team was fielded by Guernsey corporate law partner Tony Lane and partner Ben Morgan, head of the firm’s corporate and finance practice in Guernsey.
HICL shareholders are expected to hold around 56% and TRIG shareholders approximately 44% of the combined company on completion of the merger.
The combined company will have an initial annual dividend target of nine pence per share and a target net asset value total return of more than 10% per annum over the medium term, alongside a progressive dividend.
The deal is expected to close in the first quarter of 2026.
Goldman Sachs International and Investec Bank are acting as financial advisers to HICL, while BNP Paribas is the financial adviser to TRIG.
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