Infrastructure trusts in £5.3bn merger
HICL will swallow The Renewables Infrastructure Group in a move that has major implications for shareholders. Val Cipriani reports.
Infrastructure trusts HICL Infrastructure (HICL) and The Renewables Infrastructure Group (TRIG) have set out plans to combine their assets, merging into a £5.3bn infrastructure giant.
Under the proposal, TRIG will be wound up and holdings transferred to HICL, which will then invest in a broader range of infrastructure assets. The new strategy will span “the full spectrum of infrastructure, including core and renewables sectors, opening access to new growth assets and subsectors aligned with key infrastructure megatrends”.
The merged entity will target a net asset value (NAV) total return of 10 per cent a year over the medium term and aim for a “progressive” dividend, starting at a target of 9p per share.
Together with International Public Partnerships (INPP), HICL is one of two trusts investing in ‘core’ infrastructure, with a focus on lower-risk assets backed by the government, such as in the education and health sectors. Meanwhile, TRIG invests in a range of renewable energy projects, with the majority of the portfolio in the wind generation sector.
TRIG shareholders will be offered a partial cash exit, but this will only be for 11 per cent of the shares in issue, at a 10 per cent discount to the 30 September NAV.
HICL shares fell more than 8 per cent on the morning of the announcement, while TRIG shares were up about 3 per cent. Prior to news of the merger, as at 14 November, HICL was trading on a discount of 23.6 per cent, while TRIG’s was 33.8 per cent.
Stifel analysts questioned whether smaller shareholders would be happy with the deal. “There is clearly quite a significant overlap of shareholders in both companies, particularly private wealth managers who will be exposed to both, and they may find it administratively more convenient to own one larger entity, with no doubt arguments made about liquidity,” they said.
“On the other hand, we think other shareholders want exposure to either renewables or [core] infrastructure, but not both,” they added. “We need to see the detail, but we also think the dividend on the new entity will be lower for TRIG shareholders than the current level.”
Renewable energy trusts have been struggling this year, due to a combination of lower wind generation and power prices. They are generally considered riskier than core infrastructure investments and have been trading on higher discounts.
TRIG and HICL expect to complete the merger in the first quarter of 2026, subject to shareholder approval.
WH Smith chief stands down after US accounting review
WH Smith (SMWH) chief executive Carl Cowling has resigned with immediate effect after an independent review by accountancy firm Deloitte found that revenue in the travel retailer’s North America business had been overstated since 2023.
Cowling, who had been chief executive since November 2019, said he recognised the “seriousness of this situation”. Until a new boss is found, WH Smith’s UK division chief executive Andrew Harrison has taken the reins on an interim basis.
It is unsurprising that Cowling has fallen on his sword. As a result of the Deloitte review, covering 2023 to 2025, adjustments to prior-year supplier income figures are expected to be £13mn for 2024 and £5mn for 2023 on a net basis.
The review found that accounting issues at the US unit stemmed from a “backdrop of a target-driven performance culture and decentralised divisional structure”. It flagged “a limited level of group oversight of the finance processes in North America”.
WH Smith again cut its North America headline trading profit guidance for the year to 31 August 2025, to £5mn-£15mn, after reducing its forecast to £25mn in August. The reduction from original guidance of £55mn includes one-off costs of £20mn related to inventory.
Deloitte found that supplier income accounting at the division “was not consistent with the group’s stated accounting policy” or the relevant accounting standards. However, overstatements were to do with timing rather than the existence of revenue.
The review came after WH Smith shares plunged more than 40 per cent in August, when a shock profit warning disclosed recognition issues with supplier income in the US.
The group expects to post headline trading profit of £130mn for its UK division in FY2025, a figure slightly better than City expectations, and £14mn for its rest of world business. It also anticipates net debt of around £390mn and a leverage ratio of 2.1 times.
WH Smith is due to release preliminary annual results on 16 December. CA
Ocado slumps as American partner pulls plug on sites
Ocado’s (OCDO) shares plunged to their lowest levels since 2013 this week after US partner Kroger (US:KR) dealt a major blow to the company’s technology licensing business.
Kroger, the largest supermarket chain in the US, said it would close three warehouses that use Ocado distribution technology in January. The closures in Maryland, Wisconsin and Florida are expected to wipe $50mn (£38mn) off Ocado’s tech fee revenues for this financial year.
The news comes after a strategic review at Kroger found the three distribution centres to be underperforming. The original deal between Ocado and Kroger was first signed in 2018, with ambitions for up to 20 tech-enabled warehouses.
Kroger confirmed it will take a $2.6bn hit on the closures. The company is shifting its focus towards its relationship with capital-light grocery delivery group Instacart (US:CART).
Ocado said it will receive $250mn in compensation for the move, which Bank of America said essentially represents lost future customer fulfilment centre revenue. The remaining five sites under the partnership will continue to operate.
The broker expects the termination fee to be paid in 2026, boosting the group’s near-term liquidity. “The Kroger partnership is still able to return to growth through potential 2026 openings and smaller-scale Ocado solutions,” said analyst Adam Gildea.
Analysts at Shore Capital warned that Ocado risks being “marginalised” as the economics of its American order fulfilment centres fail to convince, and raised questions about Ocado’s surviving total addressable market in the US. EW
CMA investigates online pricing practices
The Competition and Markets Authority has launched investigations into online pricing practices used by eight businesses, including electrical products retailer Marks Electrical (MRK) and ticket resellers Stubhub (US:STUB) and Viagogo.
The CMA is looking into a range of practices that fall foul of its new Digital Markets, Competition and Consumers Act, such as ‘drip pricing’ (where an initial price quoted for a product is then inflated by mandatory charges) and the use of “misleading countdown timers” aimed at pressuring shoppers into buying.
Other companies being investigated include the AA Driving School, BSM Driving School, Gold’s Gym, Appliances Direct and Wayfair.
The CMA said it was also taking a “two-tier” approach to its work by sending advisory letters to 100 more businesses in 14 sectors spelling out their responsibilities under the new act.
These are the first enforcement cases the authority is carrying out under new powers that allow it to decide whether laws have been broken, rather than having to take cases through the courts. It can then order remedies such as compensation payments to affected customers or fines that can reach more than 10 per cent of a company’s global turnover.
Marks Electrical said it prides itself on “transparency, clear pricing and providing services that customers consistently value”, including offering optional services such as packaging removal, recycling and old-appliance collection services.
It added that it has one-click options to remove add-ons, and has “already taken proactive steps” to align its pricing with what the CMA expects under the new act.
Marks Electrical listed on Aim in November 2021. Since then, its shares have more than halved in value. Last week, the company reported a 10 per cent decline in revenue for the six months to September of £53mn, but halved its operating loss to £543,000. MF
Smiths to use Interconnect proceeds for buybacks
Smiths Group’s (SMIN) board has approved a £1bn buyback following the £1.3bn sale of its Smiths Interconnect business to Molex Electronics Technologies.
The engineering group, which is hiving off two of its four main divisions following pressure from activist investors, said the buyback would start once its current £500mn programme of repurchases ends in December.
The company added that its three remaining businesses achieved organic growth of 3.5 per cent in the three months to October and reaffirmed its full-year target of increasing revenue by 4-6 per cent, “with continuing margin expansion”.
Smiths Group announced its ‘value creation plan’ in January after activist investors argued that the group was being valued at a discount to the sum of its parts.
Following the sale of the Interconnect arm, the company is planning to sell or demerge its Smiths Detection business, which makes scanning equipment used in airports and at security checkpoints.
This will leave it with two core units: John Crane, which sells seals and filtration systems; and Flex-Tek, a maker of components used for heating and moving liquids and gases. MF
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