2452991 Ontario Limited 2743298 Ontario Limited

Page 1 of 7 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2023/08/1046 20th September 2023 Notice under Section 6(2) of the Competition Act, 2002 jointly filed by 2452991 Ontario Limited and 2743298 Ontario Limited CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Order under Section 31(1) of the Competition Act, 2002 1. On 1st August 2023, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), filed by 2452991 Ontario Limited (OTPP 1) and 2743298 Ontario Limited (OTPP 2) [OTPP 1 and OTPP 2 are collectively referred to as „Acquirers‟]. 2. The notice has been given pursuant to: (i) resolution dated 6th July 2023 passed by the board of directors of Highway Concessions One Private Limited (HC One/Investment Manager); (ii) draft letter of offer dated 7th July 2023 filed by Highways Infrastructure Trust (Target Trust) with Securities Exchange Board of India (SEBI) in connection with the Rights Issue (Draft Offer Letter); (iii) board resolution dated 26th July 2023 passed by OTPP 1; (iv) HC One Subscription Agreement (HC One SSA) entered into by OTPP 1 on 20th April 2022 read with HC Combination Registration No. C-2023/08/1046 Page 2 of 7 One Share Subscription Agreement Letter Agreement (HC One SSA Letter Agreement) dated 29th July 2023 entered into between OTPP 1, OTPP 2 and HC One which extends and amends the HC One SSA [Hereinafter, the Target Trust and HC One are collectively referred to as „Targets‟ and the Acquirers, Target Trust and HC One are collectively referred to as „Parties‟]. 3. The proposed combination pertains to the acquisition of (i) up to approximately 20% of the unitholding of Target Trust by OTPP 1, taken together with the existing unitholding of OTPP 1 in the Target Trust; and (ii) approximately 20% equity share capital of HC One by OTPP 2 [Step (i) and (ii) are collectively referred to as „Proposed Combination‟]. 4. In terms of Regulation 14 of Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), the Commission, vide communication dated 23rd August 2023, sought certain information(s)/clarification(s), inter alia, relating to the activities of the Parties and the response to the same was received on 30th August 2023. Further, the Acquirers provided certain information(s) through their additional voluntary submission dated 5th September 2023. Description of the Parties 5. OTPP 1 - OTPP 1 is an investment holding company. It currently owns 7.51% unitholding in the Target Trust. OTPP 1 does not carry out any business operations in India or worldwide. Further, the OTPP 1 does not have any direct or indirect subsidiaries or any registered office in India. 6. OTPP 2 - OTPP 2 is an investment holding company. Currently, it has 60% stake in Green Energy Infra Project Managers Private Limited (Green Energy), which is a newly incorporated Indian entity that is yet to commence operations and currently does not hold any assets. OTPP 2 does not carry out any business operations in India Combination Registration No. C-2023/08/1046 Page 3 of 7 or worldwide. Further, OTPP 2 does not have any direct or indirect subsidiaries or any registered office in India. 7. OTPPB- The Acquirers are solely controlled by Ontario Teachers‟ Pension Plan Board (OTPPB). OTPPB is concerned with the administration of pension benefits and the investment of pension plan assets of active and retired teachers in the Canadian province of Ontario. OTPPB is jointly sponsored by the Government of Ontario and the Ontario Teachers‟ Federation, a professional organization established by the Government of Ontario, of which all teachers in publicly funded schools in the Province of Ontario are members. OTPPB invests in more than 50 countries in a broad array of assets including public and private equities, fixed income, credit, commodities, natural resources, infrastructure, real estate and venture growth. OTPPB and its affiliates1 have following investments in the operation of road concessions in India: (i) Investment in National Highways Infra Trust (NHIT) pertaining to different geographical areas and national highways (NHIT Road Assets), and (ii) Investment in National Investment and Infrastructure Fund (NIIF) (and its investment manager National Investment and Infrastructure Fund Limited (NIIFL)) pertaining to different geographical areas and national highways (NIIF Road Assets) [NHIT Road Assets and NIIF Road Assets are collectively referred to as OTPPB Road Assets]. 8. Target Trust - The Target Trust is an Indian infrastructure investment trust registered with SEBI under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (SEBI InvIT Regulations). The Target Trust proposes to invest in road infrastructure assets and is sponsored by Galaxy Investments II Pte. Ltd. (Galaxy II). The Target Trust owns the following special purpose entities incorporated in India, engaged in the business of operating (through governmental concessions) roads and highways in India: (i) Nirmal BOT Limited; (ii) Dewas Bhopal Corridor Private Limited; (iii) Godhra Expressways Private Limited; (iv) Jodhpur Pali Expressway Private Limited; (v) Shillong Expressway Private Limited; (vi) Ulundurpret Expressways Private 1 Investee entities of OTPPB having presence in India where the shareholding of OTPPB is above 5% (also referred to as Portfolio Entities) Combination Registration No. C-2023/08/1046 Page 4 of 7 Limited. (Collectively, referred to as the G6 Assets). Additionally, the road assets which may be offered to/acquired by the Target Trust are: (i) HG Assets2, which means the following special purpose entities incorporated in India, engaged in the business of operating (through governmental concessions) roads and highways in India: (a) H.G. Ateli Narnaul Highway Private Limited; (b) H.G. Rewari Ateli Highway Private Limited; (c) H.G. Rewari Bypass Private Limited; and (d) Gurgaon Sohna Highway Private Limited; (ii) Navayuga Udupi Tollway Private Limited (NUTPL)3; (iii) Bangalore Elevated Tollway Private Limited (BETPL)4; and (iv) Gujarat Road and Infrastructure Company Limited (GRICL) and Swarna Tollway Private Limited (STPL) (GRICL and STPL are collectively referred to as Macquarie Assets5). (The G6 Assets, the HG Assets, NUTPL, BEPTL and the Macquarie Assets are collectively referred to as Target Road Assets). 9. HC One - HC One is a private limited company incorporated in India. It is the investment manager of the Target Trust, whose objective is to manage and operate roads assets held directly or indirectly by the Target Trust. It undertakes activities in accordance with the SEBI InvIT Regulations, including making investment decisions with respect to the underlying assets/projects of the Target Trust and overseeing the activities of the project manager of the Target Trust with respect to compliance with the SEBI InvIT Regulations and the project management agreement entered into by it. 2 Target Trust has entered into a share purchase agreement dated 3rd May 2023 with H.G. Infra Engineering Limited (H.G. Infra) in relation to the acquisition of 100% of the equity shareholding of the HG Assets (in one or more tranches). The HG Assets are situated in the state of Haryana with total length of approximately 100 km. 3 Target Trust has entered into a share purchase agreement dated 30th March 2023 in relation to the acquisition of 100% equity shareholding and management control in NUTPL owned by Navayuga Road Project Private Limited and Navayuga Engineering Company Limited in one or more tranches. 4 Galaxy II currently holds 76% of the equity share capital of BETPL. The remaining 24% of the equity share capital of BETPL (Balance Stake) is held by IL&FS Engineering and Construction Company Limited (IECCL) for and on behalf of Maytas Investment Trust (MIT). Galaxy II has entered into a Securities Subscription Cum Purchase Agreement dated 28th September 2022, with BETPL, IECCL and MIT for acquisition of the Balance Stake. 5 Target Trust has entered into definitive documents to acquire between 51% and 83.61% equity shareholding in GRICL from MAIF Investments India Pte. Ltd. and other shareholders of GRICL, and 100% equity shareholding in STPL from MAIF Investments India 3 Pte. Ltd., subject to the conditions precedent specified in the share purchase agreement entered into in this regard.