A plan to merge two FTSE-listed funds to form the UK’s largest infrastructure investment firm has been abandoned after shareholders expressed frustration with the terms of the deal.
HICL Infrastructure said it will no longer be proceeding with its planned merger with The Renewables Infrastructure Group (TRIG) after its board “determined that it cannot progress the transaction without a substantial majority of support from its own investors”.
“Both boards remain convinced of the strategic rationale for the combination,” HICL added.
As part of the terms of the deal, TRIG shareholders would have had the option of a partial cash exit of up to £250m in aggregate, representing approximately 11 per cent of TRIG’s share capital.
Assuming full take-up of the partial cash option, HICL shareholders were expected to hold 56 per cent, and TRIG shareholders 44 per cent, of the combined company.
But the deal, first announced on 17 November, attracted significant pushback from shareholders.
“We see multiple reasons for TRIG shareholders to be excited by the proposal, but fewer for HICL shareholders, where a liquidity opportunity is lacking despite a material shift in strategy and portfolio,” analysts at Peel Hunt said.
“Whilst we applaud the boards of both companies for working on a transformative transaction, we are concerned by the balance of incentives for each set of shareholders.”
Government and energy assets
HICL was listed on the main market of the London Stock Exchange in 2006 and was originally set up to invest in infrastructure projects developed under the UK’s private finance initiative (PFI).
HICL’s portfolio includes a host of UK infrastructure assets such as the High Speed 1 rail link, the Westminster headquarters of the Home Office, The Northwood headquarters of the Ministry of Defence and Lewisham hospital.
TRIG, which was formed in 2013 to specialise in renewable infrastructure, operates a portfolio comprising stakes in several dozen wind and solar projects across Britain as well as further afield in Germany, France and Spain.