Energy & Infrastructure M&A 2025 - Belgian Chapter

• Published date: 05 December 2025
• Law Firm: Loyens & Loeff
• Author: Mr Thomas Lenné, Mathias Hendrickx, Valentijn De Boe and Bram Devlies

Law and Practice

1. Market Trends

1.1 Energy and Infrastructure M&A Market

In 2024 and the first half of 2025, Belgian M&A activity has shown gradual signs of recovery compared to 2023. While inflationary pressures and elevated interest rates in mid-2024 and early 2025, along with moderate economic growth, posed some challenges to investor sentiment, the overall market maintained a steady pace. Geopolitical developments - such as uncertainties around tariffs and ongoing wars in Gaza and between Russia and Ukraine - also influenced deal-making dynamics. Overall, Belgian M&A activity broadly mirrored international trends, reflecting both global headwinds and emerging opportunities.

The transition toward clean energy, carbon neutrality and geopolitical concerns continue to be key focuses for energy and infrastructure (E&I) M&A in Belgium. Investors are increasingly targeting assets that support net-zero ambitions, resulting in growing interest in wind, solar, and hydroelectric sectors. A priority is the modernisation and expansion of infrastructure to enable the energy transition. This includes funding for energy storage technologies, upgrades to electricity grids, and the development of charging networks for electric vehicles. While foreign investors seem to increasingly invest in battery energy storage system (BESS) projects, onshore wind and solar farms seem to be popular in the secondary M&A market.

1.2 Energy and Infrastructure Trends

In 2025, new governments took office at the federal, Flemish, and Walloon levels. The resulting government agreements reflect a shift towards pragmatism, with a renewed focus on energy security, industrial competitiveness, and a clear return to nuclear power. While the agreements do not introduce radical changes, they signal a more measured and realistic approach to the energy transition.

Across all levels of government, the energy transition remains a key priority, but the narrative has clearly shifted. The pursuit of green energy "at any cost" is no longer the dominant political stance. Instead, policy choices suggest a more balanced and technology-neutral strategy, with emphasis on a diversified energy mix - including a notable resurgence of nuclear energy.

On nuclear, the Belgian federal government, for instance, has made a clear and strategic shift back to nuclear energy, setting a target of four gigawatts of nuclear capacity within the electricity mix. In a marked departure from previous policies, nuclear energy is now positioned as a central pillar of Belgium's long-term energy strategy. To support this shift, the government repealed previous phase-out provisions and lifted the ban on new nuclear capacity construction.

While grid congestion is becoming an increasing challenge, it has not yet derailed the development of new projects. Over the past 12 months, several new grid connection models have emerged to address limited network capacity.

On the gas infrastructure side, Belgium has also established regulatory frameworks for new gases, including hydrogen and CO₂, and is in the process of assigning regulated operators for these networks.

1.3 Access to the Energy and Infrastructure M&A Market

Investors are both domestic and international, depending on the asset classes.

Energy projects in Belgium are primarily driven by private local developers, alongside major utility companies. In recent years, international investment funds have played an increasingly significant role. Funds like Pioneer Point Partners and Ventient have been acquiring renewable energy portfolios, while others - such as BlackRock, Canada Pension Plan Investment Board (CPP Investments), and ATLAS Infrastructure (which manages assets on behalf of clients including Australia's Future Fund) - have acquired strategic stakes in key infrastructure, including Belgian grid operator Elia Group.

Local infrastructure funds and public authorities are also actively involved in financing innovative energy and infrastructure initiatives, frequently partnering with international contractors. Notable among these are the public investment companies PMV, representing the Flemish Region, and Wallonie Entreprendre (WE), the economic development agency of the Walloon Region. Their involvement includes investments in renewable energy and mobility infrastructure, strategic partnerships in biogas production, and digital infrastructure investments. Both PMV and WE are also increasing their involvement in the defence sector. PMV has recently expanded its investment scope to include defence-related projects and has accepted a special mandate to establish a dedicated Defence Fund. WE, meanwhile, has announced a strategic investment plan of EUR2.5 billion by 2029, with EUR700 million earmarked for reindustrialisation efforts - including initiatives in the defence sector.

1.4 Energy and Infrastructure Projects

The scale of new energy projects in Belgium has grown considerably, with battery energy storage emerging as a particularly dynamic sector.

Belgium has been an early mover in creating a supportive regulatory framework for battery energy storage. Key measures include a specific network tariff exemption for stand-alone, transmission-connected BESS projects, a Capacity Remuneration Mechanism (CRM) offering fixed capacity-based revenues, and a relatively active ancillary services market, which is regularly opened to tenders from flexibility providers. Together, these have significantly contributed to Belgium's recent boom in battery storage investments.

Large stand-alone BESS projects are gaining momentum, with several recently commissioned and many more in development. In the BESS space, a robust pipeline of mid- to large-scale projects is taking shape. On 26 September 2025, Energy Solutions Group (ESG) inaugurated a 70 MW BESS facility - illustrating a project size that fits well within the Belgian regulatory framework, where stand-alone utility-scale BESS installations can benefit from favourable network tariff exemptions.

Looking ahead, a growing number of stand-alone BESS projects in the 50 to 100 MW range are expected to be commissioned over the coming years.

On the renewables side, the most significant development is the Princess Elisabeth Zone (PEZ) - Belgium's second designated offshore wind zone. Spanning approximately 285 km', the zone is expected to accommodate up to 3.5 GW of offshore wind capacity across three plots. While several local and international consortia have been established to compete in the tender process, the procedure is currently on hold and expected to be relaunched in early 2026.

2. Establishing and Exiting Early-Stage Companies in the Energy and Infrastructure Industry

2.1 Establishing and Financing a New Company

Key consideration when establishing an early-stage company include the following.

• Legal form - in Belgium, the vast majority of companies take the form of either a private limited company (besloten vennootschap/société à responsabilité limitée - BV/SRL) or a public limited company (naamloze vennootschap/société anonyme - NV/SA). Since the entry into force of the new Belgian Companies and Associations Code (BCAC) in 2020, the BV/SRL has been revised significantly, providing investors and founders with more flexibility in terms of governance, contributions, distributions and share transfer restrictions. A new feature of the BV/SRL since 2020 is the abolition of share capital. A BV/SRL has no statutory minimum capital as opposed to a NV/SA (ie, EUR61,500), it being understood that both a BV/SRL and NV/SA must be sufficiently funded upon incorporation to allow them to operate their contemplated business for a period of at least two years.
• Timing - Belgian law allows for a flexible cost-efficient and swift incorporation of a BV/SRL and NV/SA Newcos can be incorporated very quickly but typically take up to two weeks. The complexity of the company to be incorporated financial plan and KYC obligation of banks (in case of an initial contribution in cash to be paid-up prior to the incorporation) may impact the timing of the incorporation.
• Residency - no nationality or residency requirement of directors is required by Belgian law. The appointment of a director residing in Belgium may, however, be considered for tax substance purposes in Belgium.
• Financing - early-stage companies often require significant capital to cover initial costs and sustain operations until they become profitable. In Belgium, there are various financing options available, including venture capital, private equity, debt funding, and government grants or incentives aimed at promoting investment in the energy and infrastructure sectors.
• In addition to the articles of association of a Belgian company, certain other key governance documents are typically prepared for early-stage companies with multiple investors. For example, a shareholders' agreement may contain additional governance arrangements, provisions relating to the transfer of shares and exit arrangements.

2.2 Liquidity Events

Liquidity events in Belgium are predominantly structured as private sales. In line with trends globally and at the EU level, the Belgian market for initial public offerings has seen limited activity in recent years. One notable exception in the E&I sector is the IPO of Energyvision in 2025, the first Belgian IPO in four years.

Private sales in the E&I sector are typically structured as share purchase transactions, in which the selling shareholders should be mindful of the fact that representations and warranties are given in virtually all private transactions in Belgium, it being noted that warranty and indemnity insurance is becoming more prevalent in private Belgian M&A transactions.

Additionally, in early-stage ventures it is typical for shareholders to enter into a shareholders' agreement, which usually contains specific exit mechanisms as well as share transfer restrictions, including tag and drag along rights and other customary transfer...