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, 29.03.2019  
C(2019) 2619 final  
PUBLIC VERSION  
 
To the notifying p arties 
Subject : Case M. 9195 — Lifeco/Hammerson/Swords Pavilions  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulati on No  139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam,  
(1) On 22 February 2019 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which  
Hammerson (United Kingdom) , Irish Life and Clyde Property Fund (both of 
Ireland and both belonging to Great -West Lifeco (“Lifeco”, Canada)), acquire 
within the meaning of article 3(1)(b) and 3(4) of the Merger Regulation joint 
control of Swords Pavilions ( Ireland) by way of purchase of shares (the 
“Transaction”) .3  
(2) Lifeco, Hammerson and Swords Pavilions are collectively referred to as the 
“Parties”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Funct ioning 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 throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 ( the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 76, 1.3.2019 , p. 15. In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
2 1. THE PARTIES  
(3) Irish Life and Clyde Property Fund are subsidiaries of Great -West Lifeco. These 
subsidiaries are  active in retail real estate services in Ireland. Great -West Lifeco is 
an international financial services holding company operating in Canada, the 
United States and Europe.  
(4) Hammerson is active in commercial real estate. Its portfolio includes investments  
in prime shopping centres in the United Kingdom, Ireland and France.  
(5) Swords Pavilions is a shopping centre located in Dublin’s northern suburbs, close 
to Dublin airport, with a lettable area of approximately 37 780 sqm. Swords 
Pavilions has over 80 shops , restaurants, cafes, as well as an 11 -screen cinema.  
2. THE CONCENTRATION  
(6) Pre-Transaction, Hammerson owns a 50% sole -controlling interest in Swords 
Pavilions, while each of Irish Life and IPUT plc (“IPUT”) hold a 25% non -
controlling interest in Swords Pavil ions.  
(7) Pursuant to the share purchase agreements dated 7 January 2019  entered  between 
IPUT and Irish Life and IPUT and Clyde Property Fund, Irish Life will acquire 
5% of IPUT’s 25% interest in Swords Pavilions4 and Clyde Property Fund will 
acquire IPUT’s remaining 20% interest in Swords Pavilions.5 Therefore, post -
Transaction, Hammerson will continue owning a 50% interest in Swords 
Pavilions, while Lifeco will own a 50% interest (through its subsidiaries Irish L ife 
and Clyde Property Fund).  
(8) Following this Transaction, on the basis of the 2006 Co -Ownership Agreement 
and the Deed of Variation, each of Hammerson and Lifeco will have a 50% 
voting interest in votes of the Management Committee. Each of Hammerson and 
Lifeco will have a veto right over strategic commercial decisions relating to 
Swords Pavilions . These strategic commercial decisions relate , inter alia , to the 
appointment, removal and replacement of the Asset Manager, the approval of the 
annual budget, the  granting and renewal of leases and any capital expenditure 
relating to Swords Pavilions. In case of disagreement between Hammerson and 
Lifeco on these matters, none of the parties will have a casting vote.  
(9) Lifeco and Hammerson will therefore acquire join t control over Swords 
Pavilions, within the meaning of article s 3(1)(b) and 3(4) of the Merger 
Regulation.  
(10) Swords Pavilions is active in the market for retail real estate rental and derives 
revenue from rents paid by third party tenants. Post -Transaction, Sword Pavilions 
will continue to have a market presence to which a turnover can be attributed. In 
addition, the joint venture will have sufficient financing, staffing and assets 
resources to operate on the market for retail real estate services. In particu lar, 
Swords Pavilions will continue to have a management team dedicated to its day -
                                                 
4  Form CO, Annex 6 “Irish Life Agreement”  and reply to RFI 1 of 23 February 2019 .  
5  Form CO, Annex 7 “Clyde Property Fund Agreement”  and reply to RFI 1 of 23 February 2019.  
3 to-day operations and will be free to recruit its own employees. The joint venture 
will continue to deal with its parents at arm’s length and is intended to operate on 
a lasting basis. Swords Pavilions is therefore a full -function joint venture, within 
the meaning of article 3(4) of the Merger Regulation.  
(11) In light of the above, the Transaction constitutes a concentration within the 
meaning of the Merger Regulation.  
3. EU DIMENS ION 
(12) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (Great -West Lifeco: EUR […]; Hammerson 
(including Swords Pavilions): EUR […]).6 Each of them has a n EU-wide turnover 
in excess of EUR 250 million  (Great-West Lifeco: EUR […]; Hammerson: EUR 
[…]), but they do not achieve more than two -thirds of their aggregate EU-wide 
turnover within one and the same Member State.  
(13) The notified operation therefore has an EU dimension  within the meaning of 
Article 1(2) of the Merger Regulation . 
4. MARKET DEFINITIONS  
(14) The target, Swords Pavilions, is active on the market for  the rental of  retail real 
estate properties in Ireland . Lifeco and Hammerson are also active on this market.  
4.1. Product  market definition  
(15) The Commission has previously  considered that the market for the rental of real 
estate p roperties was distinct from the market for the development of real estate 
properties and the market for the management of real estate properties  on behalf 
of third parties .7 In addition, the Commission has considered, but ultimately left 
open, that real estate services could be segmented according to the use made of 
the real estate property (i.e. between residential and commercial real estate 
property) .8  
(16) With regard to commercial properties , the Commission has also considered the 
following segmentations, while ultimately leaving the product market definition 
open: (i) office properties, (ii) retail properties and (iii) industrial properties.9 
                                                 
6  Turnover calculated in accordance with Article 5 of the Merger Regulation .  
7  See e.g. Case s M.8229 – Hammerson/Irish Life/ILAC Shopping Centre , paragraph 13 ; M.6020 – 
ACS/Hochtief , paragraphs 12 -14; M.6400 – ECE/Metro/MEC  JV, paragraph 26;  M.2825 – Fortis AG 
SA/Bernheim -Comofi SA,  paragraph 7.   
8  See e.g. Case s M.8229 – Hammerson/Irish Life/ILAC Shopping Centre , paragraph 14 ; M.6400 – 
ECE/Metro/MEC JV , paragraph 25;  M.2825 – Fortis AG SA/Bernheim -Comofi SA,  paragraph 7.  
9  See e.g. Case s M.8229 – Hammerson/Irish Life/ILAC Shopping Centre , paragraph 15, M.6400 – 
ECE/Metro/MEC JV , paragraphs 25 -26. 
4 (17) More spec ifically, with respect to the market for the rental of retail space s, the 
Commission has considered, but ultimately left open, a plausible market for (i)  
the rental of  retail  spaces in  real estate properties (including shopping centres and 
retail parks) of  at least 8 000 sqm and 10 000 sqm  respectively , as well as a 
distinct market for (ii) the rental of retail spaces  in shopping centres of at least 8 
000 sqm and 10 000 sqm  respectively .10  
(18) The Parties consider that the relevant product market for the assess ment of the 
Transaction is the market for the rental of retail real estate property, without any 
further distinction.11 However, in line with the Commission’s decisional practice, 
the Parties have provided data on narrower plausible product markets.  
(19) In the  present case, the Commission will assess the effects of the Transaction on 
the market for the rental of retail spaces as well as on the plausible narrower 
markets for the rental of retail spaces in real estate properties (including shopping 
centres and re tail parks) of at least 8 000 sqm and 10 000 sqm respectively and 
the rental of retail spaces in shopping centres of at least 8 000 sqm and 10 000 
sqm respectively.12 
(20) Given that the Transaction does not raise  serious doubts as to its compatibility 
with the internal market  under any plausible market definition , the exact product 
market definition can be left open.  
4.2.  Geographic market definition  
(21) In its prior decisional practice, the Commission has considered that the 
geographic scope for the rental of retail r eal estate properties  (and its plausible 
segmentations)  was national or regional, while ultimately leaving the question 
open.13  
(22) The Parties do not object to the Commission’s approach.14 
(23) In the present case, the Commission will assess the effects of the Transaction in 
both its broadest scope (national) and its narrowest plausible scope (regional).  
(24) Given that the Transaction does not raise  serious doubts as to its compatibility 
with the in ternal market  under any plausible market definition , the exact 
geographic market definition can be left open.  
                                                 
10  See e.g. Case s M.8229 – Hammerson/Irish Life/ILAC Shopping Centre , paragraph 16; M.6400 – 
ECE/Metro/MEC JV , paragraph 38.  
11  Form CO, paragraph 6.38.   
12  See e.g. Case s M.8229 – Hammerson/Irish Life/ILAC Shopping Centre , paragraph 16; M.6400 – 
ECE/Metro/MEC JV , paragraph 38.  
13  See e.g. Cases  M.8229 – Hammerson/Irish Life/ILAC Shopping Centre , paragraph 20; M.6400 – 
ECE/Metro/MEC JV , paragraph 44.  
14  Form CO, paragraph 6.41.  
5 4.3. Conclusion  
(25) For the purpose of this decision, the precise market definition of the rental of 
retail real estate can be left  open , as the Transacti on does not  give rise to serious 
doubts even under the narrowest plausible market definitions.  
5. COMPETITIVE ASSESSMENT  
5.1. Overview of the affected markets  
(26) Pavilions Swords is active in the rental of retail real estate properties  in Ireland, 
and more specifica lly, in the Great Dublin Area (“GDA”). Lifeco is also active in 
the rental of retail real estate properties  in Ireland and the GDA.  
(27) Therefore, the Transaction gives rise to horizontal overlaps in the market for the 
rental of retail real estate properties (and its plausible segmentations) at both 
national (i.e. Ireland) and regional (i.e. GDA) levels.  
(28) The table below shows the Parties’ market shares on the overlap markets.  
Rental of retail spaces in Ireland  
Lifeco  Hammerson  Swords Pavilions  Combined  
[0-5]% [5-10]% [0-5]% [10-20]% 
Rental of retail spaces in the GDA  
Lifeco  Hammerson  Swords Pavilions  Combined  
[5-10]% [10-20]% [0-5]% [10-20]% 
Rental of retail spaces in properties >8  000 sqm  
in Ireland  
Lifeco  Hammerson  Swords Pavilions  Combined  
[0-5]% [0-5]% [0-5]% [5-10]% 
Rental of retail spaces in properties >8 000 sqm  
in the GDA  
Lifeco  Hammerson  Swords Pavilions  Combined  
[5-10]% [10-20]% [0-5]% [10-20]% 
Rental of retail spaces in properties >10 000 sqm  
in Ireland  
Lifeco  Hammerson  Swords  Pavilions  Combined  
[0-5]% [5-10]% [0-5]% [10-20]% 
Rental of retail spaces in properties >10 000 sqm  
in the GDA  
Lifeco  Hammerson  Swords Pavilions  Combined  
[5-10]% [10-20]% [0-5]% [20-30]% 
6 Rental of retail spaces in shopping centres >8 000 sqm  
in Ireland  
Lifeco  Hammerson  Swords Pavilions  Combined  
[0-5]% [5-10]% [0-5]% [10-20]% 
Rental of retail spaces in shopping centres >8 000 sqm  
in the GDA  
Lifeco  Hammerson  Swords Pavilions  Combined  
[5-10]% [10-20]% [0-5]% [20-30]% 
Rental of retail spaces in shopping centres >10 000 sqm  
in Ireland  
Lifeco  Hammerson  Swords Pavilions  Combined  
[0-5]% [5-10]% [0-5]% [10-20]% 
Rental of retail spaces in shopping centres >10 000 sqm  
in the GDA  
Lifeco  Hammerson  Swords Pavilions  Combined  
[5-10]% [10-20]% [0-5]% [20-30]% 
Source: Form CO, annex 12 and QP1, annex 1.  
(29) The Transaction gives rise to three horizontally affected markets: (i) rental of 
retail  space in  retail real estate properties of at least 10 000 sqm in the GDA; 
(ii) rental of  retail spaces  in shopping centres of at least 8 000 sqm in the GDA; 
(iii) rental of retail  spaces  in shopping centres of at least 10 000 sqm in the GDA.  
(30) The Transaction does not give rise to any other affected market. In particular, the 
Transaction does not give rise to affected market when the geographic scope of 
the rental of retail real estate properties is defined as national. The Commission’s 
competitive assessment will therefore focus on the three  affected markets.  
5.2. Parties’ views  
(31) The Parties consider that the Transaction is unlikely to raise serious doubts as to 
its compatibility with the internal market, under any plausible market definition.15  
5.3. Commission’s  assessment  
(32) As a general remark , the Com mission notes that the market  for the rental of retail 
spaces  in Ireland and the GDA (and its plausible segmentation) is dynamic.  
(33) Following a period of contraction because of the financial crisis, the Irish retail 
real estate sector has witnessed signific ant activity since the beginning of 2014. 
For instance, in the GDA, recent transactions involved the sales of the 
                                                 
15  Form CO, paragraph 6.12.  
7 Blanchardstown Centre for EUR 950 million and the Square Shopping Centre 
Tallaght for EUR 250 million.16 
(34) In addition, over the last few years, there have been several new entrants (such as 
Varde, Deka, Deutsche Bank and Clarendon Group) in the rental of retail spaces  
in Ireland and in the GDA.17 In contrast, there has been no significant exit over 
the last thr ee years.18 
(35) Besides, switching cost s are moderate. As already noted in a prior decision 
relating to the rental of retail spaces  in Ireland and the GDA, switching costs, for 
a tenant, are mostly composed of the cost of exiting the existing lease.19 In the las t 
few years, the volume of lettable properties have increased and rents have 
decreased. Therefore, the cost of exiting an existing lease may yield a cost 
benefit.20  
5.3.1.  Rental of retail spaces  in real estate properties of at least 10 000 sqm 
in the GDA  
(36) First, the Commission notes that, in the market for the rental of retail spaces  in 
real estate properties of at least 10 000 sqm in the GDA, the Parties’ combined 
market share post -Transaction is moderate ([20-30]%) and the increment brought 
about by the Transact ion is low  ([5-10]%). 
(37) Second, the market for the rental of retail spaces  in real estate properties of at 
least 10 000 sqm in the GDA is fragmented and well -established competitors , 
such as Blackstone and Oaktree Capital, exert a competitive constraint on t he 
Parties.21  
(38) Thus, in the event of a price increase post -Transaction, retailers could turn to the 
numerous competing owners of retail real estate properties.  
(39) The Commission therefore considers that the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market with respect to the 
market for the rental of retail spaces  in real estate properties of at least 10 000 
sqm in the  GDA.  
5.3.2.  Rental of retail  spaces  in shopping centres of at least  8 000 sqm and  
10 000 s qm in the GDA  respectively  
(40) The Commission notes that its assessment with respect to the market for the rental 
of retail spaces in real estate properties of at least 10 000  sqm is also valid for the 
                                                 
16  Form CO, paragraph 8.13.  
17  Form CO, paragraph 7.15.  
18  Form CO, paragraph 8.31.  
19  See case M.8229 – Hammerson/Irish Life/ILAC Shopping Centre , paragraph 30.  
20  Form CO, pararaph 8.16.  
21  Form CO, paragraph 7.10 and annex 1 2. 
8 markets for the rental of retail spaces in shopping centres of at least (i) 8 000 sqm 
and (ii) 10 000 sqm.  
(41) First, the Commission notes that , in the market for the rental of retail spaces  in 
shopping centres of at least 8 000 sqm  in the GDA and the market for the rental of 
retail spaces  in shopping centres of at least 10 000 sqm  in the GDA , the Parties’ 
combined market shares post -Transaction are moderate ([20-30]% and [20-30]% 
respectively) and the  respective  increment s brought a bout by the Transactio n are  
low ([5-10]% and [5-10]% respectively) .  
(42) Second, the market s for the rental of retail spaces  in shopping centres of at least  8 
000 sqm and  10 000 sqm respectively in the GDA are fragmented and well -
established competitors (such as Blackstone and Hines & BVK) exert a 
competitive constraints on the Parties. 22   
(43) Thus, in the event of a price increase post -Transaction, retailers could turn to the 
numerous competing owners of retail real estate properties.  
(44) The Commission therefore co nsiders that the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market with respect to the 
markets for (i) the rental of retail spaces  in shopping centres of at least 8 000 sqm 
in the GDA and (ii) the rental of r etail spaces  in shopping centres of at least 10 
000 sqm in the GDA.  
5.4. Conclusion  
(45) In light of the above and based on all available evidence, the Commission 
considers that the Transaction does not raise serious doubts as to its compatibility 
with the internal market, with respect to the markets for the rental of retail real 
estate proper ties, under any plausible product and geographic market definition.  
6. CONCLUSION  
(46) For the above reasons, 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 Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
                                                 
22  Form CO, paragraph 7.10 and annex 1 2.