Acquisition of Additional Units and Shares in Interise Trust and IIML

Summary under Regulation 13(2) of the Competition Commission of India (Combinations) Regulations, 2024 (as amended)

A. Name of the parties to combination

1. The parties to the combination are:

• (i) 2726247 Ontario Inc. (“Ontario Inc.”);

• (ii) OMERS Infrastructure Asia Holdings Pte. Ltd. (“OMERS Infrastructure”);

• (iii) Interise Trust (formerly IndInfravit Trust) (“Interise”); and

• (iv) Interise Investment Managers Limited (“IIML”)

2. Ontario Inc. and OMERS Infrastructure are collectively referred to as “Acquirers”). Interise and IIML are collectively referred to as “Targets”). The Acquirers and Targets are collectively referred to as the “Parties”).

B. Nature and purpose of the combination

3. The Proposed Transaction concerns acquisition by Ontario Inc. and OMERS Infrastructure of additional unitholding and shareholding in Interise and IIML, respectively (“Proposed Transaction”).

4. The Proposed Transaction represents an investment opportunity for the Acquirers in India’s growing road network.

C. Area of activity of the Parties to the combination

I. Acquirers

5. The Acquirers are investment entities of OMERS Administration Corporation (“OAC”). OAC is the administrator of the Ontario Municipal Employees Retirement System Primary Pension Plan (“OMERS”) and the trustee of the pension funds.

6. OAC manages a diversified portfolio of investments in public markets, private equity, infrastructure, and real estate.

II. Targets

7. Interise was established by Larsen & Toubro Infrastructure Development Projects Limited, now known as Epic Concesiones 3 Limited (“L&T IDPL”) on 7 March 2018, as an irrevocable trust under the provisions of the Indian Trusts Act, 1882. Interise invests in road infrastructure assets in India through various special purpose vehicles (“SPVs”).

8. IIML is the investment manager of Interise and is entrusted with the responsibility of managing the assets and investments of Interise.

D. Relevant markets in which the Parties to the combination operate

9. The Proposed Transaction does not result in any horizontal, vertical, or complementary overlaps in any of the plausible relevant markets in India.

10. Therefore, the Proposed Transaction is being notified under the green channel route under Section 5(4) of the Competition Act, 2002 (as amended) read with Rule 3 of the Competition (Criteria of Combination) Rules, 2024 and Regulation 5(5) of the Competition Commission of India (Combinations) Regulations, 2024.

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