Acquisition of Offshore HoldCo and Unitholding in Data Infrastructure Trust

SUMMARY OF THE PROPOSED COMBINATION

[UNDER REGULATION 13(1A) OF THE COMPETITION COMMISSION OF INDIA (PROCEDURE IN REGARD TO THE TRANSACTION OF BUSINESS RELATING TO COMBINATIONS) REGULATIONS, 2011 (AS AMENDED)]

I. Names of the parties to the combination

1. Acquirers in the proposed combination are: (i) BIF IV India Infra Holdings Pte. Ltd. (“Brookfield IIH”); (ii) BCI IRR India Holdings Inc. (“BCI India Inc.”); (iii) BCI IRR India Holdings Limited Partnership (“BCI India LP”); and (iv) Varese IRR LP (“Varese”). BCI India Inc., BCI India LP and Varese are affiliate entities of British Columbia Investment Management Corporation and are collectively referred to as (“BCI”).

2. Targets in the proposed combination are: (i) BIF IV India Holdings Pte. Ltd. (“Offshore HoldCo”); (ii) BIF IV Jarvis Pte. Ltd (“Jarvis Sponsor”); (iii) Data Infrastructure Trust (“DIT”); (iv) BIP India Infra Projects Management Services Private Limited (“DIT IM”); and (v) BIF IV Jarvis IM Holdco Pte. Ltd. (“IM HoldCo”).

3. The Acquirers and Targets are collectively referred to as the “Parties”.

II. Nature and purpose of the combination

4. The Acquirers propose to undertake the following steps:

• i. Brookfield IIH, proposes to acquire 100% shareholding of Offshore HoldCo (“Brookfield Acquisition”); and
• ii. Simultaneously, BCI will acquire additional unitholding in DIT and a board seat in the DIT IM. (“BCI Acquisition”).

5. The Brookfield Acquisition and BCI Acquisition are collectively referred to as the “Proposed Transaction”.

III. Products, services and business(es) of the Parties

Acquirers

6. Brookfield IIH: is a wholly-controlled entity of Brookfield Corporation (“BN”) which acts as the holding company for several BN entities. BN is a global alternative investment management company, and in India, it is present only in the telecom sector through its direct / indirect shareholding in DIT.

7. BCI: BCI, headquartered in Victoria, Canada is a Canadian institutional investor which invests on behalf of public sector clients in British Columbia and helps finance the retirement benefits of plan members, as well as insurance and benefit funds for workers.

Targets

8. Offshore HoldCo: is a private limited company, for the purpose of directly or indirectly investing in DIT. It holds 100% shareholding in Jarvis Sponsor.

9. Jarvis Sponsor: exists solely for the purpose of the Offshore HoldCo to hold interest in DIT.

10. DIT: is an infrastructure investment trust that provides passive telecom infrastructure in India (through its subsidiaries).

11. DIT IM: is ultimately wholly-owned by IM HoldCo and is the new investment manager for DIT.

12. IM HoldCo: is a newly incorporated entity based out of Singapore which is not engaged in any business activity in India. It has been incorporated solely as the holding entity for DIT IM.

IV. Respective markets in which the Parties operate

13. The Parties’ activities (including their respective groups / affiliates) do not exhibit any horizontal overlaps, vertical relationships or complementary activities in India. Accordingly, in the absence of horizontal overlaps and vertical or complementary relationships between the Parties, the Proposed Transaction does not raise any risk of an appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

V. Green Channel Route

14. Since there are no horizontal overlaps, vertical relationships or complementary activities between the businesses of the Parties (and their respective groups / affiliates) in India, the Proposed Transaction is being notified under the green channel route in terms of Regulation 5A and Schedule III of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011.