CELEX: 32022M10620
Language: en
Date: 2022-03-01 00:00:00
Title: Commission Decision of 01/03/2022 declaring a concentration to be compatible with the common market (Case No COMP/M.10620 - GIP / SSE / OTPP / SCOTIA GAS NETWORKS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

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
                                       1
                (EC) No 139/2004 and Article 57 of the Agreement on the European
                                    2
                Economic Area
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 Infrastructure 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’).
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---    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 ownership 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.
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