CELEX: 32021M10461
Language: en
Date: 2021-11-22 00:00:00
Title: Commission Decision of 22/11/2021 declaring a concentration to be compatible with the common market (Case No COMP/M.10461 - OTPP / BROOKFIELD / OMERS / SGN) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

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 — OTPP / 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 (UK), 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 Articles 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 throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).
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.
 ---pagebreak---    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 OTPP: 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, renewable 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 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 430, 25.10.2021, p. 12.
4  OJ C 366, 14.12.2013, p. 5.
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