Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 1.2 of Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 1.2

Description of the concentration

On 25 January 2021, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (“EU Merger Regulation”), by which Stichting Depositary PGGM Infrastructure Funds (“PGGM”) (in its capacity as titleholder of PGGM Infrastructure Fund) (Netherlands), Arcus European Investment Manager LLP (“Arcus”) (United Kingdom) and AMP Capital Investors (“UK”) Limited (“AMP”) (United Kingdom), intend to acquire joint control over Alpha Trains (Luxembourg) Holdings S.à.r.l. (“Alpha Trains”) (Luxembourg), within the meaning of Article 3(1)(b) of the EU Merger Regulation (the “Proposed Transaction”).

The undertakings concerned for the purposes the Proposed Transaction are:

• PGGM: a Dutch foundation that is under the sole management of PGGM Vermogensbeheer B.V. (Netherlands), a wholly-owned subsidiary of the PGGM group (Netherlands). The PGGM group manages pensions for different pension funds, the affiliated employers and their employees. PGGM group’s activities are global in nature.

• Arcus: an independent fund manager specialising in European infrastructure.

• AMP Capital: an Australian investment manager operating across a broad range of asset classes worldwide which forms part of the AMP group.

• Alpha Trains: a specialist train leasing company providing rolling stock to both public and private operators in a number of countries across continental Europe. It also provides maintenance services to some customers of its leased rolling stock. Alpha Trains is currently, and will continue to be, a joint venture performing on a lasting basis all the functions of an autonomous economic entity under Article 3(4) of the EUMR.

On completion of the Proposed Transaction, PGGM will acquire: (i) the shares issued by Alpha Trains that are indirectly held by PSP through Infra-PSP Canada Inc.; and (ii) the outstanding shareholder loans made by Infra-PSP Canada Inc. to Alpha Trains.

1 Clause 1.1 SPA 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.