ENGIE has announced the signing of an agreement to acquire 100% of UK Power Networks (UKPN), the UK's leading electricity distributor, for an equity value of £10.5 billion. This transaction represents a major step in ENGIE's ambition to become the best utility in the energy transition by strengthening its position in regulated electricity networks. It will also solidify the Group's presence in the UK, which will become its second largest market in terms of business activity.

The company's enterprise value (100%) is £15.8 billion, representing, for the regulated business, a multiple of approximately 1.5x the estimated Regulated Asset Value (RAV) at the end of March 2026 and an estimated 2027 EBITDA multiple of approximately 10x, including the additional contribution from non-regulated assets.

UK Power Networks, the UK’s leading electricity distributor

With 71 TWh of electricity distributed annually to 8.5 million customers and 6,500 employees, UKPN is a leading electricity distributor in the UK. It operates three distribution licenses covering London, the South East, and the East of England, representing a network of approximately 192,000 km, three-quarters of which is underground. It has a track record of outstanding operational performance (ranked number one by the regulator for the period 2015-2023 among UK distribution network operators (DNOs)) and one of the industry’s best levels of customer satisfaction, within a stable and transparent regulatory framework that provides visibility for investors. UKPN will play a key role in supporting the expected growth in electricity demand in the UK and meeting the significant electrification needs required to achieve the country’s carbon-neutral ambitions.

Its Regulated Asset Value stood at £9.2 billion at the end of March 2025 and is expected to reach £10.5 billion by the end of the current tariff period in March 2028.

An excellent strategic alignment for ENGIE, fully consistent with its capital allocation policy

Thanks to its exceptional quality and significant size, this acquisition represents a key step in rebalancing its infrastructure activities towards electricity networks and consolidates its presence in one of its key countries. Through this acquisition, ENGIE's rebalancing is largely achieved in a single transaction, minimizing execution risk and providing strong visibility on capital allocation in the coming years. It will improve both ENGIE's growth profile and its risk profile by increasing the share of regulated and predictable revenues and cash flows.

It will also strengthen ENGIE's position in the electricity value chain, complementing its leading role in renewable energy and flexibility solutions, as well as in energy management and supplying energy to downstream customers.

This transaction is expected to have an immediate positive impact on the Group's results (see the 2026-2028 outlook in the 2025 results press release published today) and be accretive from the first full year following the completion of the acquisition, while preserving ENGIE's credit rating commitments and supporting its dividend policy.

Financing and Timetable

ENGIE plans to finance this acquisition through a combination of debt and hybrid issuances for approximately €5 billion, as well as through a divestment program of approximately €4 billion by 2028. The Group also intends to raise up to €3 billion in equity through an accelerated bookbuilding offering (ABB) to support its long-term commitment to a strong investment grade rating. Post-acquisition, ENGIE will retain significant flexibility in its capital expenditures and asset portfolio to deploy its organic growth plans, particularly in renewables and networks, and will deliver solid returns to shareholders without requiring further capital injections in the coming years.

The transaction is expected to close in mid-2026, subject to customary regulatory approvals for this type of transaction. The transaction is also conditional upon approval by the independent shareholders of the sellers' parent companies, which are listed in Hong Kong.

The combined effect of the acquisition and the expected progress of the disposal plan during the year should generate a net increase of €17 billion to €19 billion in the Group's capital employed by the end of 2026. Given the financing arrangements chosen, this transaction should lead to an increase in the Group's net financial debt of between €13 billion and €15 billion.

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