EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 01/03/2022

In electronic form on the EUR-Lex website under document number 32022M10620

EUROPEAN COMMISSION

Brussels, 1.3.2022 C(2022) 1372 final

PUBLIC VERSION

Global Infrastructure Partners th1345 Avenue of the Americas, 30 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

Dear Sir or Madam,

1.1. 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

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.

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.

the whole of the undertaking Scotia Gas Networks Ltd (“SGN”) (UK) by way of purchase of shares.

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.

3.3. 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

Publication in the Official Journal of the European Union No C 74, 15.2.2022, p. 33.

OJ C 366, 14.12.2013, p. 5.

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