Inside Infrastructure: Open for business - Planning a UK infrastructure IPO

While infrastructure sponsors and asset owners have traditionally looked first to private exits – whether through bilateral sales, secondary sponsor processes or trade sales – public markets are firmly back on the agenda. Equity markets are open for business for the right infrastructure exit stories and London is a destination venue for infrastructure issuers seeking capital, liquidity and access to long-term investors. For credible infrastructure businesses in particular, initial public offerings (IPOs) are once again emerging as an increasingly attractive option.

Recent successful capital raises by leading UK infrastructure and utilities names – including SSE’s £2bn placing in November 2025 (the largest UK equity placing in five years) and United Utilities’ £800m placing in April 2026, with Freshfields having advised on both transactions – underline the depth of capital available in London and the strength of investor appetite for high-quality infrastructure assets. 

For infrastructure sponsors and asset owners weighing their next steps, this is reigniting interest in IPOs as a credible route to liquidity for their investors and long-term capital for their portfolio companies. 

Against that backdrop, in this latest instalment of Inside Infrastructure, we: 

• Dive deeper into why UK IPOs are seen as a compelling exit strategy right now.
• Explore why infrastructure is particularly attractive to capital markets investors.
• Share key considerations for infrastructure businesses and their owners considering a UK IPO.

Why consider a UK infrastructure IPO now?

1. The public markets proposition: Issuers

For the right business, the public markets can offer a compelling combination of access to capital, liquidity and strategic flexibility, including:

• Access to deep pools of capital, including international long-only investors (and eligible US investors) seeking differentiated infrastructure exposure.
• Building on the wider global trend of increased active retail investor engagement, potential retail participation for consumer-facing infrastructure, utilities or nationally recognised asset platforms – as demonstrated by SSE’s and United Utilities’ recent capital raises, both of which included retail offers alongside their institutional placings.
• Primary capital raising opportunities, at or following IPO, to fund growth projects, capex programmes (including decarbonisation, energy transition initiatives or digital infrastructure roll-out) or balance sheet optimisation.
• Liquidity and partial exit routes for existing shareholders, while preserving future upside.
• Strategic benefits of listed status including enhanced market profile, improved stakeholder positioning, acquisition currency for future M&A and longer-term financing flexibility.

2. The public markets proposition: Investors

Many infrastructure businesses have characteristics that resonate strongly with public market investors due to their:

• Long-duration asset bases, relatively visible cashflows and clearly articulated capital deployment plans.
• Predictable cashflows, inflation linkage, dividend potential and exposure to essential services or assets of critical national importance.
• Clear regulatory, concession-based or contracted revenue frameworks, which can support a differentiated and credible equity story.

3. The public markets proposition: UK regulatory landscape

London’s listing framework has recently been reformed to support a more competitive and flexible market, both at and following IPO, while retaining core investor protections. Those reforms are already feeding through into a more robust UK IPO pipeline than in recent years.

For infrastructure issuers, several changes are particularly relevant:

• Faster access to capital: London’s new rules make it quicker and less costly for listed companies to raise further capital. The threshold for requiring a mandatory prospectus for a secondary issuance has been significantly increased, allowing companies to raise funds up to 75% of their existing share capital without one (albeit they are able to prepare one voluntarily). This enables issuers to access larger amounts of capital more quickly, which can be transformative for infrastructure businesses looking to accelerate capital deployment programmes.
• Protected forward-looking statements: A new “protected forward-looking statements” (PFLS) regime has been introduced, which applies a higher liability threshold (recklessness or dishonesty, rather than negligence) to certain forward-looking statements in a prospectus. This is designed to encourage issuers to provide more detailed projections, forecasts, and future plans. For infrastructure issuers, this may be particularly helpful when disclosing long-term transition plans, ESG targets, and the expected impact of future capital projects, providing investors with a clearer view of the business’s long-term strategy and value proposition.
• Greater flexibility for growth companies: Eligibility requirements have been simplified, including by removing the need for a three-year financial track record. This is a significant change that may appeal to infrastructure issuers in newer, high-growth industries that do not yet have a long operating history. For instance, developers of electric vehicle charging networks, gigafactories, battery storage solutions, or digital infrastructure platforms like new data centres could now access the public markets earlier in their life cycle to fund their capital-intensive build-out phases.

Preparing for a UK infrastructure IPO

An IPO is a significant project, bringing together multiple workstreams that may already be under consideration within the business and adapting them to a public markets context. While the IPO process involves several key workstreams, achieving IPO readiness also requires infrastructure issuers to focus on several key areas that will ultimately shape the investment case for public market investors.

• Honing the equity story: A compelling equity story is the foundation of a successful IPO. For infrastructure businesses, this means clearly articulating how the company’s asset base, cash flows, and essential service delivery create an attractive and resilient investment case. This narrative must also explain how future capital expenditure will fuel continued growth – investors will look for a clear plan that demonstrates sustainable growth and value creation.
• Refining the capital structure: The company’s capital structure must be fit for the public markets. This involves optimising leverage and ensuring the business has the financial flexibility to execute its strategy post-IPO. For infrastructure companies, whose business models are often capital-intensive, demonstrating a sustainable level of debt and a clear funding strategy for future projects is paramount.
• Navigating the regulatory landscape: Infrastructure assets are often subject to specific and complex regulatory regimes. Issuers must ensure all necessary regulatory clearances and consents are in hand ahead of the IPO. Where key regulatory decisions are on the horizon, the transaction timetable should take into consideration the expected timing of those decisions to provide adequate visibility to the market.
• Embedding a clear sustainability narrative: Sustainability can no longer be an afterthought in an IPO, particularly in the infrastructure sector, which is inherently linked to the energy transition. Issuers will need to navigate shifting investor and regulatory expectations, and should be prepared to articulate a clear narrative around their sustainability credentials and ambitions, including how these fit within the equity story.

The impact of recent M&A 

In a period of market consolidation, M&A is increasingly part of the infrastructure playbook, and this does not need to stop simply because a business is preparing for IPO. 

However, depending on the size of any acquisitions relative to the existing group, additional public disclosure may be required, including pro forma financial information for the acquired business.

Life as a London-listed infrastructure company post- IPO

An IPO is a landmark transaction in its own right; more importantly still, it marks the beginning of life as a public company. Boards, management teams and major shareholders should be prepared for a new rhythm of reporting, disclosure and governance requirements that inform how the business conducts itself and communicates with the market. Preparation for these ongoing obligations, including financial and shareholding disclosure requirements and compliance with the UK Market Abuse Regulation, the UK Corporate Governance Code, and the UK Takeover Code, is a key workstream in the journey to becoming a UK listed company and is vital for long-term success.

Key takeaways: planning ahead for a successful IPO

The UK public markets are open for business for high-quality infrastructure issuers, with recent transactions demonstrating both strong investor appetite and the depth of capital accessible in London.

Early IPO readiness pays dividends. Starting preparation in good time helps preserve flexibility around structure, timing and execution. More broadly, IPO preparation can be a valuable milestone in the life of an infrastructure business, strengthening governance, reporting and decision-making in support of the next phase of growth.

While we have focused on the UK, infrastructure businesses considering an IPO should assess which listing venue best aligns with their equity story, target investor base and wider strategic objectives. Combining deep sector expertise with market-leading equity capital markets capabilities globally[1], Freshfields is truly listing venue-agnostic and as such uniquely placed to support infrastructure clients from early IPO readiness and listing venue assessment through to execution and post-listing life in London and across other major international markets.

Please get in touch with any of the team below, or your usual Freshfields contacts, if you would like to discuss further.