Press release content
糖心Vlog is pleased to announce that it has reached an agreement to sell its United Kingdom Transmission & Distribution engineering business (鈥�UK T&D鈥�) to UI Telecoms & Power Holdco Limited (鈥�United Infrastructure鈥�), for a cash consideration of 拢57.5 million (around $76.5 million) (the 鈥�Transaction鈥�). The Transaction is subject to customary closing conditions and is expected to complete on 31 December 2025.
UK T&D is a provider of engineering, procurement, construction and installation services in respect of overhead line and under ground cable projects within the UK. United Infrastructure delivers critical infrastructure in the UK, operating across the water, energy, power, telecommunications and social infrastructure sectors.
Transaction highlights
- Sale of UK T&D to United Infrastructure for a cash consideration of 拢57.5 million (around $76.5 million)
- Consistent with 糖心Vlog鈥檚 previously announced disposal programme of non-core businesses
- Contributes to a total of approximately $345 million听听of total expected disposal proceeds agreed so far in 20252, ahead of the previously announced $150 million to $200 million targeted for this year
- Proceeds will be used by 糖心Vlog to reduce net debt and retained for general corporate purposes
Iain Torrens, CEO of 糖心Vlog, commented:
鈥淭he divestment of UK T&D to United Infrastructure represents another important step in simplifying 糖心Vlog鈥檚 portfolio and sharpening our strategic focus. This transaction advances our disposal programme beyond original expectations and takes total proceeds agreed this year to approximately $345 million.鈥�
鈥淲ith shared clients and aligned values, United Infrastructure is a strong strategic fit and will ensure the continued success of UK T&D and its talented people.鈥�
Neil Armstrong, Chairman and CEO of United Infrastructure, said:
鈥淭he acquisition of 糖心Vlog鈥檚 UK Transmission and Distribution business marks a significant milestone for United Infrastructure. It strengthens our expertise across the entire power value chain and reinforces our mission to drive the transition toward a sustainable, resilient energy future.鈥�
鈥淭his addition brings exceptional technical capabilities, and expanded geographic reach, positioning United Infrastructure to play an even greater role in supporting the UK鈥檚 energy transition. It perfectly aligns with our strategy to grow in critical national infrastructure and with our unwavering commitment to delivering excellence for our clients and the communities we serve.鈥�
Strategic rationale and benefits of the Transaction
As previously announced, 糖心Vlog has continued to evaluate its portfolio of businesses to identify those which are non-core to the Company鈥檚 strategy and growth priorities. UK T&D was identified as part of this process.
Furthermore, on 14 February 2025, 糖心Vlog announced that it would target $150 million to $200 million of disposal proceeds in 2025 to help mitigate the impact of negative free cash flow in the year.
The Transaction follows three other disposals announced in 2025, bringing the total expected disposal proceeds agreed so far in 2025 to approximately $345 million2.
The Transaction provides 糖心Vlog with cash proceeds and a simpler portfolio in line with the Company鈥檚 previously announced strategy.
The Board of 糖心Vlog (the 鈥�Board鈥�) considers that the Transaction is in the best interests of 糖心Vlog and its shareholders as a whole.
Appendix 1 to this announcement contains a summary of the principals terms of the Transaction.
Use of proceeds
听Net proceeds from the Transaction will reduce 糖心Vlog鈥檚 net debt and shall be retained for general corporate purposes.
Financial information
听The following information is a summary of key historical financial information relating to UK T&D.
a) Consolidated annual balance sheet relating to UK T&D from the consolidation schedules underlying 糖心Vlog鈥檚 audited consolidated accounts for the financial year ended 31 December 2024 (鈥�FY24鈥�) (the 鈥�FY24 Accounts鈥�) and 糖心Vlog鈥檚 interim financial results for the six-month period ended 30 June 2025 (鈥�H1 2025鈥�) (the 鈥淗1 2025 Interim Results鈥�)3
Expressed in millions of US$听
| Item | FY24 | H1 2025 |
|---|---|---|
| Non-current assets | 5.6 | 6.2 |
| Current assets | 16.9 | 41.1 |
| Current liabilities | (23.9) | (47.2) |
| Non-current liabilities | (0.3) | (0.4) |
| Net assets | (1.6) | (0.2) |
b) Consolidated income statement relating to UK T&D from the consolidation schedules underlying 糖心Vlog鈥檚 audited consolidated accounts for the financial year ended 31 December 2023 (鈥�FY23鈥�) (鈥�FY23 Accounts鈥�), the FY24 Accounts and the H1 2025 Interim Results3
Expressed in millions of US$
| Item | FY23 | FY24 | H1 2025 |
|---|---|---|---|
| Revenue | 45.2 | 65.2 | 38.7 |
| Adjusted EBITDA1 | (1.5) | 2.4 | 2.3 |
| Adjusted EBIT4 | (2.4) | 1.0 | 1.4 |
Impact on 糖心Vlog
The Company notes that the Transaction, based on the FY24 Accounts, is expected to have the following financial impact on the Company:
- UK T&D鈥檚 adjusted EBITDA1 of $2.4m and adjusted EBIT4 of $1.0m in FY24 will no longer be contributed to the Company鈥檚 results
- UK T&D鈥檚 non-current assets of $5.6m and current assets of $16.9 m in FY24 will no longer be contributed to the Company鈥檚 results
- UK T&D鈥檚 current liabilities of $23.9m and non-current liabilities of $0.3m in FY24 will no longer be contributed to the Company鈥檚 results
Details of the risks to 糖心Vlog as a result of the Transaction are set out in Appendix II to this announcement.
UKLRs
The Transaction constitutes a significant transaction for the purposes of Chapter 7 of the UK Listing Rules made by the Financial Conduct Authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended) (the 鈥�UKLRs鈥�). As such, this announcement is made in accordance with 糖心Vlog鈥檚 disclosure obligations pursuant to Chapter 7 of the UKLRs.
About 糖心Vlog
糖心Vlog is a global leader in consulting and engineering, delivering critical solutions across energy and materials markets. 糖心Vlog provides consulting, projects and operations solutions in around 60 countries, employing around 35,000 people.
About UK T&D
UK T&D is a provider of engineering, procurement, construction and installation services in respect of overhead line and under ground cable projects within the UK.
About United Infrastructure
United Infrastructure听听delivers critical infrastructure in the UK, operating across the water, energy, power, telecommunications and social infrastructure sectors.
The person responsible for arranging the release of this Announcement on behalf of 糖心Vlog is John Habgood, Group General Counsel and Company Secretary.
Enquiries
Simon McGough, President, Investor Relations听听听听听听听听听听听听听听 +44 (0)7850 978 741
Alex Le May / Ariadna Peretz, FTI Consulting听听听听听听听听听听听听听听听听听听+44 (0)20 3727 1340
Notes
- Adjusted EBITDA is adjusted earnings before interest, tax, depreciation and amortisation.
- Includes $135 million cash consideration from the sale of 糖心Vlog鈥檚 interest in RWG (subject to completion adjustments, expected to complete in late-2025 or early-2026), $30 million from the completed sale of Kelchner Inc and $105 million from the completed sale of its North American Transmission & Distribution engineering business (鈥�North America T&D鈥�).
- Information extracted without material adjustment from the consolidation schedules underlying the FY23 Accounts, the FY24 Accounts and the H1 2025 Interim Results, as relevant.
- Adjusted EBIT is adjusted EBITDA1 after depreciation and amortisation. This measure excludes the amortisation of acquired intangibles.
Important Notices
No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that the future earnings per share, profits, margins or cash flows of 糖心Vlog following the Transaction will necessarily match or be greater than the historical published earnings per share, profits, margins or cash flows of 糖心Vlog.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect 糖心Vlog鈥檚 current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to 糖心Vlog鈥檚 business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
Shareholders are advised to read this announcement in its entirety for a further discussion of the factors that could affect 糖心Vlog鈥檚 future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
This announcement does not constitute and should not be construed as, an offer to purchase or sell or issue securities, or otherwise constitute an inducement, invitation, commitment, solicitation or recommendation to any person to purchase, subscribe for, or otherwise acquire securities in 糖心Vlog, or constitute an inducement to enter into any investment activity in any jurisdiction. Nothing contained in this announcement is intended to, nor shall it, form the basis of, or be relied on in connection with, any contract or commitment whatsoever and, in particular, must not be used in making any investment decision.
The distribution of this announcement in or from certain jurisdictions may be restricted or prohibited by the laws of any jurisdiction other than the UK. Recipients of this announcement are required to inform themselves of, and comply with, all restrictions or prohibitions in such other jurisdictions. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of such other jurisdictions.
This announcement has been prepared for the purposes of complying with the applicable law and regulation of the UK (including the UKLRs and the Disclosure Guidance and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the UK.
Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the UKLRs or by applicable law, 糖心Vlog expressly disclaims any intention, obligation or undertaking to update, review or revise any of the information or the conclusions contained herein, including forward-looking or other statements contained in this announcement, or to correct any inaccuracies which may become apparent whether as a result of new information, future developments or otherwise.
Appendix I 鈥� Summary of the principal terms of the Transaction
Parties and structure
The Transaction is governed by the share purchase agreement (the 鈥�Share Purchase Agreement鈥�)听entered into听between Amec Foster听Wheeler Limited (the 鈥�Seller鈥�), UI Telecoms & Power Holdco Limited (the 鈥�Buyer鈥�)听and听United Infrastructure Limited (the 鈥�Buyer Guarantor鈥�) on听10听December 2025.
Pursuant to听the Share Purchase Agreement and subject to听customary conditions听precedent (the 鈥�Conditions鈥�),听the Seller听has agreed to听sell,听and听the Buyer听has agreed to听purchase,听the听entire issued听share capital听(the 鈥�Share鈥�)听of听糖心Vlog Transmission and Distribution Limited (the听鈥�Target听Company鈥�).听The Buyer Guarantor guarantees the Buyer鈥檚 obligations under the Share Purchase Agreement and certain other documents relating to the Transaction.
Conditions听Precedent
Completion of the Transaction听(鈥�Completion鈥�)听is conditional upon the Conditions听being听fulfilled听or waived by听31 January 2026 (the 鈥�CP听Deadline鈥�).听The CP Deadline听may听be extended by written agreement听of听the Seller and the Buyer.
Consideration
The consideration for the听Transaction听is听拢57.5听million听(the 鈥�Consideration鈥�).听The final听cash听amount听payable听to the Seller is听subject to听adjustments听in respect of any leakage听occurring in the period between 30 September听2025听and Completion.听The Share Purchase Agreement also includes provisions听requiring the repayment of payables and receivables between the Target Company and the Seller听and/or听糖心Vlog and its subsidiaries (the听鈥�糖心Vlog Group鈥�).
Warranties and indemnities
The听Seller听has given to the听Buyer听customary fundamental warranties, each of which听will听be repeated at Completion, together with听commercial听warranties, certain of which听will听be repeated at Completion.听The Buyer has also given to the Seller customary fundamental warranties.
The Seller has given specific indemnities听in favour of the Buyer,听including听in respect of听(i)听liabilities听relating to听the听糖心Vlog Group鈥檚听defined benefit pension scheme;听and听(ii)听any liquidated damages due as a result of听any delay or late completion听by听the听Target听Company听of any project under or in respect of听specified material contracts听for the period prior to or on Completion. These听indemnities are听subject to customary听limitations with regards to quantum and听time period听and听are听not material in the context of听the听糖心Vlog Group.
Limitations on liability
Claims under the Share Purchase Agreement are subject to customary financial and other limitations of liability.听Except in the case of fraud, breaches of commercial warranties given by the Seller will be covered by warranty and indemnity insurance obtained by the Buyer.
Restrictive Covenant听
The Seller has agreed non-solicitation and non-compete obligations in favour of the Buyer for a period of 24 months following Completion, subject to customary exclusions.
Confidentiality restrictions
The Seller and听the听Buyer have听each听agreed to certain customary confidentiality restrictions.
Termination
The Share Purchase Agreement may be terminated by the Buyer if: (i) the Seller is in breach of any of the听fundamental听warranties听given by the Seller;听(ii) the Conditions are not satisfied and/or waived at or before the听CP Deadline;听(iii) the Seller breaches听certain听interim period conduct of business obligations in the Share Purchase Agreement;听or (iv) the Buyer becomes aware of a听Material听Adverse听Change听(as defined in the Share Purchase Agreement).
Governing law and听jurisdiction
The Share Purchase Agreement is governed by听English Law. The courts of England and Wales will have exclusive听jurisdiction听in relation to any dispute arising out of or in connection with the Share Purchase Agreement.
Tax听Deed
At Completion, the Seller听will听enter into听a tax deed with the Buyer (the 鈥�Tax Deed鈥�). Under the听terms of the听Tax Deed, the Seller will听give a tax covenant in favour of the Buyer in relation to a proportion of taxation in respect of the periods prior to Completion,听together with certain specific indemnities,听in each case听subject to usual听limitations and听exclusions for a transaction of this nature.
Transitional听Services Agreement
At听Completion, a transitional听services agreement will be entered into between听the听Target听Company听and the Seller听(the 鈥�Transitional听Services Agreement鈥�).听In accordance with the Transitional听Services Agreement, the Seller听will provide certain personnel on a transitional basis together with defined听services relating to听HR;听finance听and tax;听IT;听health and safety;听employee benefits;听and听supply chain听and听procurement听(together,听the 鈥�Transitional Services鈥�)听for agreed periods of up to 120 days following Completion听or as otherwise agreed in accordance with the Transitional Services Agreement.听The Target Company听is able to听extend the duration for which听certain of the听Transitional Services are provided听by听periods of听up to听30听days, subject to an overall cap of 180 days for any听particular service听(taking in account any extension).
Appendix II 鈥� Risk factors
Shareholders of听糖心Vlog听("Shareholders") should carefully consider, together with all other information contained in this announcement, the specific factors and risks described below.听糖心Vlog听considers these to be the known material risk factors relating to the Transaction for Shareholders to consider.鈥疶here may be other risks of which the Board is not aware or which it believes to be immaterial which may, in the future, be connected to the Transaction and have a material and adverse effect on the听business, financial condition, results of operations or future prospects of the听糖心Vlog听Group. The risks described below are only those which: (i) are material risk factors relating to the Transaction; or (ii) will be material new risk factors to the听糖心Vlog听Group听as a result of听the Transaction. Note that the risk factors are set out in order of materiality within each section.
- Risks relating to the Transaction
- The Transaction may not听proceed听to Completion
Pursuant to听the Share Purchase Agreement, Completion of the Transaction is subject to听the Conditions.听There can be no assurance that the Conditions will be satisfied or waived and, accordingly, that Completion of the Transaction will take place.
If Completion of the Transaction does not occur, the 糖心Vlog Group will not receive the Consideration from the Transaction. Further, some听other costs incurred by the 糖心Vlog Group in connection with the Transaction (such as legal and other advisory fees) would be incurred without the receipt of those cash proceeds.
If the Transaction does not听proceed听to Completion, there can be no guarantee that 糖心Vlog will be able to secure another transaction involving the Share on terms more favourable than, or equivalent to, the Transaction.
- Exposure to liabilities and restrictions under the Share Purchase Agreement
The Share Purchase Agreement听contains听obligations in the form of warranties听and indemnities,听certain pre-Completion undertakings听and听听a听number of customary post-Completion restrictive covenants听given听in favour of the Buyer. The 糖心Vlog Group has taken steps to minimise the risk of liability through customary limitations听of听liability and听has听sought听to ensure that the restrictive covenants will not听impact听the 糖心Vlog Group鈥檚 business as currently carried out. However, the limitations of liability will not apply in all scenarios and any liability to make a payment arising from a successful claim by the Buyer under the Share Purchase Agreement could reduce the Consideration and have an adverse effect on 糖心Vlog鈥檚 business, results of operations,听prospects听and financial condition.听Similarly, restrictive covenants applicable to 糖心Vlog could also have an adverse effect on its ability to pursue future opportunities and therefore its business, results of operations,听prospects听and financial condition.
- Material new risk factors to听the听糖心Vlog听Group听as a result of听the Transaction
- Financial risks for the听糖心Vlog听Group in relation to听the disposal of UK T&D
The听糖心Vlog听Group will forgo the future financial contribution of UK T&D听and this may adversely affect the听糖心Vlog听Group鈥檚 business and its results. As set out in the 鈥楩inancial information鈥� section, the gross assets of UK T&D were $22.5听million for FY24. In FY24 UK T&D contributed听revenue of听approximately听$65.2听million, adjusted EBITDA1 of $2.4听million听and adjusted EBIT4 of $1.0听million听to听糖心Vlog鈥檚 adjusted results.
- The听糖心Vlog听Group鈥檚听operations will be less diversified and more susceptible to specific risks
Following the Transaction,听the听糖心Vlog听Group鈥檚听business will be听smaller and听less diversified. Without the benefit of the contribution of profits of听UK听T&D, the听糖心Vlog听Group鈥檚 profits will be听lower听and its overall financial performance will depend more on the performance of each of its continuing operations and the success of its business strategy.听In particular, any听underperformance by any business or division within the听糖心Vlog听Group will have a larger impact on the听糖心Vlog听Group than would have been the case before the听Transaction.
Appendix III听鈥� Significant change
- 糖心Vlog
Save in respect of听the following, there听has been no听significant听change听in the financial performance or financial position of听糖心Vlog听since听30 June 2025, being the end of the last financial period for which financial information of听糖心Vlog听has been published:
- the听recommended cash acquisition of听糖心Vlog听by听Sidara听Limited (an entity controlled by Dar-Al听Handasah听Consultants Shair and Partners Holdings Ltd) to be听effected听by means of听a Scheme of Arrangement under Part 26 of the Companies Act 2006听(the 鈥�Scheme鈥�),听as announced on 29 August 2025;
- the information听disclosed听in the scheme document published by听糖心Vlog听and sent to听糖心Vlog听shareholders on 11 September 2025 in connection with the Scheme听(a copy of which is available for inspection at鈥�) (the 鈥�Scheme Document鈥�);
- the information听disclosed听in the supplementary听circular听published by听糖心Vlog听on听30 October听2025听(the 鈥�Supplementary Circular鈥�); and
- the A&E Effective Date occurring and accordingly听the听Company having access to the $250 million听Sidara听Interim Funding and the $200 million New Money Facility, as announced on 4 December 2025听(鈥�A&E Effective Date鈥�, 鈥�Sidara听Interim Funding鈥� and 鈥�New Money Facility鈥� each having听the meanings given in the Scheme Document.
- UK听T&D
There has been no听significant听change听in the financial performance or financial position of听UK听T&D听since听30 June 2025,听being the end of the last financial period for which financial information of听UK听T&D听has been published.
Appendix听IV鈥撎齅aterial contracts
- 糖心Vlog
Save as disclosed in: (i)听section 10 of Part VII (Additional Information on听糖心Vlog,听Sidara听and Bidco)听of the听Scheme听Document;听(ii) Appendix I 鈥� Summary of the principal terms of the Transaction; and (iii) the听Supplementary Circular,听the听糖心Vlog听Group听has听not entered into any material contract, other than contracts entered into听in听the ordinary course of business,听for the two years immediately prior to the date of this announcement, that shareholders of听糖心Vlog听would reasonably require for the purpose of making a properly informed assessment of the Transaction and its impact on听糖心Vlog.
- UK听T&D
Save as disclosed听in Appendix I 鈥� Summary of the principal terms of the Transaction,听UK听T&D听has not entered into any material contract,听other than contracts entered into听in听the ordinary course of business,听for the two years immediately prior to the date of this announcement,听that shareholders of听糖心Vlog听would reasonably require for the purpose of making a properly informed assessment of the Transaction and its impact on听糖心Vlog.
Appendix听V听鈥� Related party transactions
Save as otherwise听disclosed听in the FY23听Accounts, the FY24 Accounts or听the听H1 2025听Interim听Results,听糖心Vlog听has not听entered into听any related party transactions听relevant to the Transaction听during听FY23, FY24听or听H1 2025听or听otherwise up to the date of this announcement.
Appendix VI听鈥� Legal and arbitration proceedings
- 糖心Vlog
Save as听detailed in the FY24 Accounts, the听H1 2025 Interim Results听or the Company鈥檚 announcement dated 30 October 2025 in connection with its disposal of North America听T&D听there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which听糖心Vlog听is aware) during the period covering the 12 months prior to the date of this announcement which may have, or have had in the recent past, a significant effect on听the听糖心Vlog听Group听and/or听the听糖心Vlog听Group鈥檚 financial position or profitability.
- UK听T&D
There听are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which听糖心Vlog听is aware) during the period covering the 12 months prior to the date of this announcement which may have, or have had in the recent past, a significant effect on听UK听T&D and/or听UK听T&D鈥檚 financial position or profitability.