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Case No COMP/M.7776 - BTPS/ CPPIB/ SOUTHBANK TOWER ESTATE

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 29/10/2015

In electronic form on the EUR-Lex website under document number 32015M7776

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 29.10.2015 C(2015) 7666 final

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying parties:

Dear Sirs,

Subject: Case M.7776 - BTPS/ CPPIB/ SOUTHBANK TOWER ESTATE Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004 and Article 57 of the Agreement on the European Economic Area

1.On 05 October 2015, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertakings Britel Fund Nominees Limited as corporate trustee of BT Pension Scheme (“BTPS”, United Kingdom) and Canada Pension Plan Investment Board (“CPPIB”, Canada) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of the undertaking South Bank Tower Estate (the “Target Property”), a real estate property in London (United Kingdom) by way of purchase of assets.

The business activities of the undertakings concerned are:

- for BTPS: occupational pension scheme established for the benefit of employees of BT Group plc. The activities of BTPS include real estate investment and its broader group is active in bond and equity investment, both in the United Kingdom and overseas.

1OJ 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.

2OJ 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.

- for CPPIB: investment management organisation that invests the funds of the Canada Pension Plan. CPPIB principally invests in public equities, private equities, real estate, infrastructure and fixed income investments.

- for the Target Property: mixed-use property in London combining residential, retail and commercial premises.

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(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 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) Johannes LAITENBERGER Director-General

3Publication in the Official Journal of the European Union No C 336, 10.10.2015, p.3.

4OJ C 366, 14.12.2013, p. 5.

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