Seller: ReFuels N.V.
Buyer: Foresight Group (Funds Managed by Foresight)
Advisory sell side: EY | Financial Advisory
A&O Shearman | Dutch Legal counsel
Wikborg Rein Advokatfirma AS | Norwegian Legal counsel
Burgess Salmon LLP | UK legal counsel
Date announced: 20-03-2025

ReFuels N.V., a leading European supplier of renewable biomethane (Bio-CNG) for the decarbonisation of heavy goods vehicles (HGVs), has entered into an agreement with funds managed by the Foresight Group to establish a fully integrated clean fuel company through ReFuels’ wholly owned subsidiary, CNG Fuels Ltd.

With this transaction, ReFuels and Foresight simplify the CNG Fuels group structure, consolidating biomethane sourcing, Renewable Transport Fuel Certificate (“RTFC”) generation, direct station ownership, and market-leading station operations. This creates a fully integrated Bio-CNG clean fuel infrastructure platform with a clear path to doubling its refuelling capacity to 20,000 HGVs per day by 2028.

Accelerating the Transition to Low-Carbon Transport

“By consolidating biomethane sourcing, station ownership and certificates, we are creating a leading integrated and fully equity-funded Bio-CNG infrastructure platform. This opens new sources of capital to finance a doubling of our refuelling capacity supported by rapidly increasing cash flow from operations. A larger station portfolio will enable additional truck fleets to decarbonise, further fuelling network and scale effects”, said Philip Fjeld, CEO of ReFuels.

“With the new structure, ReFuels has a clear path for growth and material value creation through a unique combination of self-funded, infrastructure-backed growth, and tangible decarbonisation of heavy-duty transport”, Fjeld continued.

Transaction Details

  • Foresight transfers ownership of 15 stations to CNGF, bringing the total to 16 stations (including one under construction).
  • CNGF plans to develop at least nine new grid-connected stations in the next three years, supported by mobile refuelling stations.
  • ReFuels transfers its 49% stake in RTFS to CNGF, increasing its ownership of the biomethane sourcing business to 78.4%.
  • GBP 32 million in Foresight loans are deemed repaid.
  • Foresight receives GBP 150.15 million in shareholder loan instruments from CNGF with a 10% annual coupon.
  • ReFuels receives GBP 15.95 million in shareholder loan instruments from CNGF with a 10% annual coupon.
  • Additional milestone-based distributions of up to GBP 18 million each may be granted to both parties over three years.

About ReFuels

ReFuels is dedicated to decarbonising Europe’s truck fleet by developing, owning, and operating clean fuel infrastructure. As the UK market leader in Bio-CNG refuelling stations, ReFuels aims to expand its presence across Europe while leveraging its expertise in biomethane aggregation and Renewable Transport Fuel Certificates.

About Foresight Group

Foresight Group is a leading investment firm focused on sustainable infrastructure and renewable energy projects. With a strong track record in funding innovative clean energy solutions, Foresight supports businesses that drive long-term environmental impact and value creation.

Closing Conditions

The transaction is subject to approval by an Extraordinary General Meeting (EGM) of ReFuels shareholders on 7 April 2025 and other customary closing conditions. The transaction is expected to close in April 2025.

Mergermarket

Refuels

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