Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie , DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu . 
  EUROPEAN COMMISSION  
Brussels, 22.11.2021  
C(2021 ) 8557 final  
PUBLIC VERSION  
Ontario Teachers’ Pension Plan Board  
5650 Yonge Street  
M2M 4H5 Toronto, Ontario  
Canada  
 
UK Gas Distribution 1 Limited  
UK Gas  Distribution 2 Limited  
One Canada Square, Level 25 Canary 
Wharf  
E14 5AA London  
United Kingdom  
 
Borealis Infrastructure Europe (UK) 
Limited  
The Leadenhall Building – 29th Floor  
122 Leadenhall Street  
EC3V 4AB London  
United Kingdom  
Subject : Case M. 10461 — OTP P / BROOKFIELD / OMERS / SGN  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
(EC) No 139/20041 and Article 57 of the Agreement on the European 
Economic Area2  
Dear Sir or Madam,  
1. On 14 October 2021 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger  Regulation by which the 
undertakings Ontario Teachers’ Pension Plan Board (“OTPP”) (Canada), UK Gas 
Distribution 1 Limited and UK Gas Distribution 2 Limited (U K), controlled by 
Brookfield Asset Management Inc (“Brookfield”) (Canada),  and Borealis 
Infrastructure Europe (UK) Limited (UK), controlled by OMERS Administration 
Corporation (“OMERS”) (Canada), acquire within the meaning of Article s 3(1)(b) and 
                                                 
1 OJ L 24, 29.1.2004, p. 1 ( the ‘Merger Regulation ’). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the 
replacement of ‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market ’. The terminology 
of the TFEU will be used t hroughout this decision.  
2  OJ L 1, 3.1.1994, p.  3 (the ‘EEA Agreement ’). 

2 3(4) of the Merger Regulation joint control over the whole of the undertaking Scotia 
Gas Networks Ltd (“SGN”) (UK)  by way of purchase of shares .3 
2. The business activities of the undertakings concerned are:  
 for OTP P: administration of pension benefits and the investment of pension plan 
assets,  
 for Brookfield: a global asset manager that offers a range of public and private 
investment products and services, with an investment focus on real estate, 
infrastructure, rene wable power and private equity , 
 for OMERS: investment and administration of pensions,  
 for SGN: the second largest gas distribution network in the UK. SGN owns 
Scotland Gas Networks plc and Southern Gas Networks plc. These two networks 
cover the whole of Scot land, south London and the south east of England.  
3. After examination of the notification, the European Commission has concluded that 
the notified operation falls within the scope of the Merger  Regulation  and of 
paragraph 5 (a) of the Commission Notice on a s implified procedure for treatment of 
certain concentrations under Council Regulation (EC) No 139/2004 .4 
4. For the reasons set out in the Notice on a simplified procedure, the European 
Commission has decided not to oppose the notified operation and to declare it 
compatible with the internal market and with the EEA Agreement. This decision is 
adopted in application of Article 6(1)(b) of the Merger  Regulation  and Article 57 of 
the EEA Agre ement . 
For the Commission  
 
 
(Signed)  
Olivier GUERSENT  
Director -General  
                                                 
3  Publication in the Official Journal of the European Union No C 430, 25.10.2021,  p. 12. 
4  OJ C 366, 14.12.2013, p. 5 .