Disposal of US Liquid Storage Assets

1 September 2026

VH GLOBAL ENERGY INFRASTRUCTURE PLC

Disposal of US Liquid Storage Assets

VH Global Energy Infrastructure plc ("ENRG" or the "Company") is pleased to announce that it has entered into an agreement for the sale of its two operating liquid storage terminals (the "Asset") in the Port of Brownsville on the Texas Gulf Coast (the "Transaction").

The Asset will be acquired by Victory Hill Midstream CV I, LP, a newly established continuation vehicle ("CV"). A US-based secondaries investor focusing on North American energy investments will be the lead investor in the CV, which will be managed by Victory Hill Capital Partners LLP ("Victory Hill"), the Company's investment manager.

The Transaction represents a significant milestone in the Company's shareholder-approved asset realisation strategy and delivers an attractive combination of value realisation, liquidity and execution certainty for shareholders. The Board believes the Transaction demonstrates the benefits of a proactive approach to portfolio realisation and reflects the quality and performance of the underlying assets.

Transaction highlights

·      The total sale price of the Asset is $134 million[1]

·      The Transaction is subject to customary closing conditions, and two further conditions precedent that (i) alongside the agreed lead investor commitment, further funding is obtained from syndicate investors, and (ii) the Asset's principal customer contract is renewed, both conditions to be secured within 90 days, with a possible further 60 day extension.

·      Subject to closing of the Transaction:

o  The total value delivered to shareholders since the Reference NAV date of 31 December 2024 including dividends will be approximately 105% of the asset's NAV as of 31 December 2024 ($149.8 million); and

o  The investment will have generated a 13.4%¹ IRR and 1.78x¹ MOIC over ENRG's ownership period, exceeding the Company's target return of 10% per annum.

Bernard Bulkin, Chair of ENRG, said:

"The two liquid storage terminal assets have been a successful investment for the Company, generating above target returns for shareholders, whilst delivering reliable cash generation throughout our ownership period.

Following a comprehensive and competitive process, the Board concluded that this transaction represents the best available outcome for shareholders. This represents an important milestone for the Company's asset realisation strategy which aims to maximise value for shareholders and return capital in a timely and disciplined manner."

Strategic rationale and value delivered to shareholders

Following shareholder approval of the asset realisation strategy in August 2025, the Board and Victory Hill have focused on maximising value from the Company's portfolio while returning capital to shareholders in an orderly and timely manner.

As part of this process, the Board considered a range of alternatives for the Asset. Following an extensive process, led by Piper Sandler & Co. acting as exclusive financial advisor to ENRG in connection with the Transaction ("Piper Sandler"), the Board concluded that a CV transaction provided the most attractive overall outcome for the Company's shareholders when considering value maximisation, certainty of execution and speed of monetisation.

Closing conditions

The Board carefully considered the closing conditions, particularly the two further conditions precedent.

Regarding the funding condition precedent, the Board reached a view that having secured a lead investor for the CV transaction and tailwinds associated with the Asset, there was a high likelihood that the remaining funding could be achieved within the proposed timeframe.

The Board also considered the likelihood of the customer contract closing precedent being satisfied. In reaching its conclusion, the Board took account of:

·      the principal customer's long-standing relationship with the asset, including multiple prior renewals;

·      the strategic importance of the asset to the customer's operations;

·      the significant economic advantages that the customer derives from continuing to use the facility;

·      current trading and operational performance; and

·      the advanced status of discussions with the principal customer on their renewal.

On this basis, the Board considered the renewal to be highly likely and the condition precedent to represent meaningful and realistic value for shareholders.

Related party transaction

The Board focused on ensuring that a comprehensive process was run by a third party. Piper Sandler conducted a broad marketing process.

Following detailed consideration of the alternatives available and having weighed the potential conflicts against the benefits delivered by the Transaction, the Board concluded that the CV structure, to be managed by Victory Hill, offered the most attractive overall outcome for shareholders.

The Board also considered that Victory Hill's interests are aligned with ENRG shareholders through the asset realisation incentive arrangements approved by shareholders in August 2025. Under those arrangements, Victory Hill's incentive structure is linked to the value realised relative to the Company's Reference NAV and therefore rewards the maximisation of value realised for shareholders.

As the applicable percentage ratios in respect of the Transaction value exceed 5%, the Transaction constitutes a related party transaction for the purposes of UKLR 8.2.1R. The Board considers the terms of the Transaction to be fair and reasonable as far as ENRG shareholders are concerned and has been so advised by Deutsche Numis, which is acting as sponsor to ENRG for the purposes of the Transaction.

Portfolio realisation update

Net proceeds from the Transaction will be returned to shareholders via a bonus issue of redeemable B shares, under the B share scheme. No action is required from shareholders.

The Company continues to make progress with the sale of the remaining assets within the portfolio as part of its asset realisation strategy.

The Board and Victory Hill remain focused on maximising value and returning capital to shareholders. Further updates will be provided as and when additional transactions are agreed and completed.

The Company's LEI is 213800RFHAOF372UU580. 

For further information, please contact:

Deutsche Numis (Financial Adviser and Corporate Broker)

Hugh Jonathan         020 7545 8000

Matt Goss

Edelman Smithfield (PR Adviser)

Latika Shah          +44 (0)7950 671 948

Victory Hill Capital Partners LLP (Investment Manager)

Navin Chauhan                       [email protected]

Ocorian Administration (UK) Limited (Company Secretary)

[email protected]

About Victory Hill Capital Partners LLP

Victory Hill Capital Partners LLP ("Victory Hill" or the "Firm") is a London-based investment firm founded in May 2020, that invests exclusively in energy and energy-related opportunities across infrastructure and private equity.

The Firm is led by its four founding partners, whose backgrounds cover investment banking, corporate finance, commercial strategy, and legal counsel at a range of established international financial institutions. Each brings substantial experience in energy finance across conventional and renewable projects worldwide, spanning M&A, corporate finance advisory, project finance, capital markets, and private asset investments.

Since its founding, Victory Hill has established six platforms and deployed equity capital across 34 assets in 7 countries and 6 technologies. The Firm targets performance and value creation for investors by identifying energy market dislocations, structural gaps and arbitrage opportunities, converting these into sustainable returns through disciplined asset management and strong governance.

Victory Hill supports the energy transition and the UN Sustainable Development Goals. It is a signatory of the UN Principles for Responsible Investment (UN PRI) and a supporter of the Financial Stability Board's Task Force on Climate-related Financial Disclosures (TCFD).

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