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, 1.3.2022  
C(2022)  1372 final  
PUBLIC VERSION 
Global Infrastructure Partners  
1345 Avenue of the Americas, 30th 
floor 
New York NY 10105  
United States of America  
 
Ontario Teachers’ Pension Plan Board  
5650 Yonge Street  
Toronto, Ontario  
M2M 4H5 Canada  
 
SSE plc  
Inveralmond House  
200 Dunkeld Road  
Perth, Perthshire  
PH1 3AQ Scotland  
Subject : Case M. 10620 – GIP / SSE / OTPP / SCOTIA GAS NETWORKS  
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 7 February 2022, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger  Regulation by which the 
undertakings Global In frastructure Partners (“GIP”) (USA), Ontario Teachers’ 
Pension Plan Board (“OTPP”) (Canada),  and SSE plc (“SSE”) (UK),  acquire within 
the meaning of Article 3(1)(b)  and 3(4)  of the Merger Regulation joint control over 
                                                 
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 throughout this decision.  
2  OJ L 1, 3.1.1994, p.  3 (the ‘EEA Agreement ’). 

2 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:  
− GIP: a leading independent infrastructure fund manager focused on the transport, 
energy, waste and other sectors,  
− OTPP: administration of pension benefits and the investment of pension plan 
assets,  
− SSE: a multinational energy company. SSE’s core businesses consist of three segments: i) SSEN Transmission, which owns, operates and maintains the electricity transmission network in the north of Scotland; ii) SSEN Distribution, which owns, operates and maintains the electricity distribution networks in the north of Scotland and central southern England; and iii) SSE Renewables, which carries out the development, construction, operation, and owners hip of assets that 
generate electricity from renewable sources,  
− 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 Scotland, 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 simplified 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 Agreement . 
For the Commission 
  (Signed)  
Olivier GUERSENT  
Director -General  
                                                 
3  Publication in the Official Journal of the European Union No C 74, 15.2.2022, p. 33. 
4  OJ C 366, 14.12.2013, p. 5.