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Case No COMP/M.4313 - GOLDMAN SACHS / BOREALIS / GICSI / ASSOCIATED BRITISH PORTS (II)

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 04/08/2006

In electronic form on the EUR-Lex website under document number 32006M4313

Office for Official Publications of the European Communities L-2985 Luxembourg

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 04.08.2006

SG-Greffe(2006) D/204465

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

PUBLIC VERSION

To the notifying parties

Dear Sirs,

Subject: Case No. COMP/M.4313 ñ Goldman Sachs/Borealis/GICSI/Associated British Ports Holdings (II) Notification of 06.07.2006 pursuant to Article 4 of Council Regulation (EC) No. 139/2004 Publication in the Official Journal of the European Union No. C163, 14.07.2006, p.6

1.On 06.07.2006, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No. 139/2004 by which Goldman Sachs Group Inc. (ìGoldman Sachsî USA), Borealis Infrastructure Management Inc. (ìBorealisî Canada), and GIC Special Investments Pte Ltd (ìGICî Singapore) acquire within the meaning of Article 3(1)(b) of the Council Regulation joint control of the whole of Associated British Ports Holdings PLC (ìAIBî, UK), via purchase of shares.

1OJ L 24, 29.1.2004 p. 1

Commission europÈenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11.

The business activities of the undertakings concerned are :

-- The Goldman Sachs Group, Inc. is a global investment banking, securities and investment management firm that provides a wide range of banking, securities investment services worldwide.

and

-- Borealis Infrastructure Management Inc. is one of the largest infrastructure investors in the world (which is in turn owned by Ontario Municipal Employees Retirement System, one of Canadaís largest pension funds).

-- Associated British Ports Holdings PLC is a UK company, constituted under the Transport Act 1981. Its principal business activities are in UK port operations and provision of related services, including stevedoring activities, to ship and cargo owners and other port users.

-- GICSI, a private equity arm of the GIC Group and manages investments in private equity, venture capital and infrastructure funds, as well as direct investments in private companies. The GIC Group is wholly owned by the Minister For Finance Incorporated (MFFI), a body corporate representing Singaporeís Minister for the time being charged with the responsibility for finance.

2.After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EC) No. 139/2004 and of paragraph 5, subparagraph c, of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No. 139/2004.

4.For the reasons set out in the Notice on a simplified procedure, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EC) No. 139/2004.

For the Commission Philip LOWE Director General

2OJ C 56, 05.3.2005 p.32

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