Ruby Asia Holdings and Singtel Interactive Combination Order

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/07/1168

5^th November 2024

Notice under Section 6(2) of the Competition Act, 2002 given by Ruby Asia Holdings II Pte. Ltd. and Singtel Interactive Pte. Ltd.

CORAM:

Ms. Ravneet Kaur
Chairperson

Mr. Anil Agrawal
Member

Ms. Sweta Kakkad
Member

Mr. Deepak Anurag
Member

Order under Section 31(1) of the Competition Act, 2002

1. On 16^th July 2024, the Competition Commission of India (Commission) received a notice under Section 6(2) of the Competition Act, 2002 (Act), given by Ruby Asia Holdings II Pte. Ltd. (Ruby) and Singtel Interactive Pte. Ltd. (Singtel) [hereinafter, Ruby and Singtel are collectively referred to as the ‘Acquirers’]. The Notice was filed pursuant to, inter alia, following transaction documents, each dated 18^th June 2024: (i) Share Subscription Agreement executed by and amongst Ruby, Singtel and STT GDC Pte. Ltd. (STT GDC/Target) [SSA] [hereinafter Ruby, Singtel, and STT GDC are collectively referred to as the ‘Parties’]; (ii) Investors’ Rights Agreement executed by and amongst Ruby, Singtel, STT GDC, and STT Communications Ltd. (STTC) [IRA]; and (iii) Equity Commitment Letter issued by KKR Asia Pacific Infrastructure Investors II SCSp to Ruby (ECL). Also, certain other transaction documents have been executed inter-se Ruby and Singtel (Other

Combination Registration No. C-2024/07/1168 Page 2 of 13

Documents) [hereinafter, the SSA, IRA, ECL, and Other Documents are collectively referred to as the ‘Transaction Documents’].

2. In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business related to combinations) Regulations, 2011 (Combination Regulations), vide letter dated 1^st August 2024 (RFI), certain information and clarifications were sought from the Acquirers. The Acquirers submitted their response on 22^nd August 2024 (Response 1). As the Response 1 was found to be incomplete, another letter was issued to the Acquirers, on 30^th August 2024, in continuation of RFI, seeking requisite information and clarifications (RFI 2). The Acquirers submitted their response to the same on 13^th September 2024, followed by additional submissions on 20^th September 2024 (Response 2). Certain further clarifications were sought on the Response 2 vide letter dated 10^th October 2024 which were provided by the Acquirers vide submissions dated 30^th October 2024 and 1^st November 2024 (Response 3) [Response 1, Response 2 and Response 3 are collectively referred to as ‘Response to RFI’].

Proposed Combination

3. The proposed combination involves the acquisition of up to 26% of the issued ordinary shares (on a fully diluted basis) in STT GDC by a consortium of Ruby and Singtel, through an Initial Investment and an Upsize Investment, which are described as follows:

• Initial Investment: Ruby and Singtel will subscribe to 18.3% interest in STT GDC, collectively, with Ruby subscribing to 14.1% and Singtel subscribing to 4.2%; and
• Upsize Investment: After the completion of the Upsize Investment, the collective interest of the consortium would be 26%. The Upsize Investment is exercisable as per the terms of the Transaction Documents.

Parties to the Combination

4. Ruby is a special purpose vehicle incorporated for the purposes of the Proposed Combination and has no prior business activities. It is indirectly wholly owned by investment funds,

Combination Registration No. C-2024/07/1168 Page 3 of 13

vehicles, and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (KKR & Co. Inc., and together with its subsidiaries are collectively referred to as KKR).

5. Singtel is a wholly owned subsidiary of Singtel Telecommunications Limited (Singtel Parent), a public listed company incorporated in Singapore. As submitted, Temasek Holdings (Private) Limited (Temasek), directly and indirectly, holds aggregate shareholding of approximately 51.81% in Singtel Parent. The Singtel group is an Asian communications technology group, operating connectivity, digital infrastructure and digital businesses, and has presence in Asia, Australia and Africa.

6. STT GDC is a wholly owned subsidiary of Singapore Technologies Telemedia Pte Ltd. (STT), a Singapore-headquartered group active in communications and media, data centres and infrastructure technologies businesses globally. STT GDC is indirectly 100% held by Temasek. In India, STT GDC is present through its indirect subsidiary STT Global Data Centres India Private Limited (STT GDC India), which is a 74:26 joint venture between STT GDC and Tata Communications Limited.

Identification of horizontal overlaps/vertical or complementary linkages

7. STT GDC India is engaged in provision of data centre colocation services in India. Accordingly, the primary activity relevant to the assessment of the Proposed Combination is ‘data centre colocation services’ and any horizontal overlaps/vertical or complementary linkages are identified considering ‘data centre colocation services’ as the frame of reference. To this effect, the Commission considered the activities of affiliates/portfolio entities of KKR, Singtel Parent, and Temasek in India.

8. As submitted, there are no horizontal overlaps/ no vertical or complementary linkages between the affiliates of KKR vis-à-vis STT GDC in India^1. As regards Singtel Parent and

^1 One of the KKR affiliates, CoolIT Systems Limited (CoolIT), inter alia, provides direct-to-chip liquid cooling solutions for commercial data centres, high-performance computing applications, and consumer desktop computers. Based on information submitted by the Acquirers, the Commission observed that CoolIT’s presence is

Combination Registration No. C-2024/07/1168 Page 4 of 13

Temasek^2, it is submitted that Singtel Parent currently has shareholding in Bharti Telecom Limited which is engaged in the business of making investments in its group company, Bharti Airtel Limited (Airtel). Airtel is engaged in the provision of telecommunication services in India, including telecommunication services in cellular, broadband and telephony, long distance and enterprise solutions and through its subsidiary Nxtra Data Limited (Nxtra), offers data centre colocation services in India.

9. Thus, the activities of STT GDC on one hand and Airtel/Nxtra on the other hand exhibit horizontal overlaps in the area of data centre colocation services in India. Further, certain vertical linkages are also observed considering that STT GDC India’s data centre colocation services may be potentially availed by Airtel towards its provision of: (i) mobile network services and solutions in India, (ii) retail fixed broadband internet services in India, and (iii) business connectivity services/B2B fixed broadband internet services in India. The Commission, accordingly, assessed the aforementioned horizontal overlap and vertical linkages.

Assessment of horizontal overlaps

10. Data centres are dedicated facilities in which companies house and operate IT equipment that supports their business (such as servers and data storage). Data centres can be housed within business premises in which case a company sets up the data centre, manages its ongoing operations, and purchases and maintains the equipment (On-site data centres). Alternatively, businesses can choose to pay a recurring fee for renting floor space in the data centre to install their IT equipment and also pay for the use of power in the building. This type of services is also typically referred to as “colocation services” or “data centre colocation services” because several customers use the same data centre. As submitted, this is the primary business activity of STT GDC India and Nxtra in India. As regards the scope of data

negligible to cause any impact on competition dynamics and therefore the potential linkage is not material to the assessment of the Proposed Combination.
^2 One of the affiliates of Temasek, CapitaLand Group Pte. Ltd. (CapitaLand) is engaged in real estate investment and development services and provides real estate assets to market participants that provide data centre colocation services.