Platinum Stone A 2014 Trust Combination Approval

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2024/10/1200

3rd December 2024

Notice under Section 6(2) of the Competition Act, 2002 given by Platinum Stone A 2014 Trust (acting through its trustee Platinum Rock B 2014 RSC Limited)

CORAM:

Ms. Ravneet Kaur
Chairperson

Mr. Anil Agrawal
Member

Mr. Deepak Anurag
Member

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

1. On 28th October 2024, the Competition Commission of India (Commission) received a notice under Section 6(2) of the Competition Act, 2002 (Act), given by Platinum Stone A 2014 Trust (acting through its trustee Platinum Rock B 2014 RSC Limited) [Acquirer]. The Notice was filed pursuant to execution of following agreements/documents each dated 22nd October 2024: (i) Investor Rights Agreement by and amongst GMR Infra Enterprises Private Limited (Target SPV), GMR Enterprises Private Limited (GEPL), and the Acquirer (IRA); (ii) Rights Sharing Agreement by and amongst GEPL and the Acquirer (RSA); (iii) Share Subscription Agreement by and amongst the Target SPV, GEPL, and the Acquirer (SSA). Further, the Target SPV has executed a Debenture Trust Deed dated 22nd October 2024 in favour of Vistra ITCL (India) Limited (DTD) [hereinafter IRA, RSA, SSA and DTD are collectively referred to as the 'Transaction Documents'].

2. The proposed combination involves: (a) subscription, by the Acquirer, to unlisted and unrated optionally convertible debentures (OCDs) proposed to be issued by the Target SPV (OCD Subscription); (b) acquisition by the Target SPV of shares representing approximately 6.5% shareholding of GMR Airports Limited^[1] (GAL) on a fully diluted basis from its promoter, GEPL prior to the issuance of OCDs and acquisition of additional shares of GAL by the Target SPV after issuance of OCDs such that the total holding of the Target SPV represents around 9% of the fully diluted shareholding of GAL (GAL Shares Acquisition)^[2]; (c) acquisition by the Target SPV of certain solar power assets with a power generation capacity of 2 MW from GMR Solar Energy Private Limited (GMR Solar), a wholly owned subsidiary of GEPL (Solar Assets Acquisition) [OCD Subscription, GAL Shares Acquisition and Solar Assets Acquisition collectively constitute the 'Proposed Combination']. Pursuant to the Proposed Combination and in accordance with the Transaction Documents, in the event of a voluntary conversion of OCDs, the Acquirer will acquire up to 7% of the equity shareholding of GAL and in case of conversion due to default, the Acquirer will acquire up to 9% of the equity shareholding of GAL. Thus, considering all possible scenarios, the Acquirer may acquire a maximum of up to 9% of the equity shareholding of GAL on a fully diluted basis.

3. In accordance with Regulation 14(2) of the Combination Regulations, vide letter dated 11th November 2024 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted response on 18th November 2024 (Response) and made certain additional submissions/clarifications on 26th November 2024 in continuation of Response.

4. The Acquirer is a trust established under the laws of the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates, acting through its Trustee, Platinum Rock B 2014 RSC Limited. The Abu Dhabi Investment Authority, a public institution established by the Government of the Emirate of Abu Dhabi as an independent investment institution, is the sole beneficiary of the trust. The Acquirer is, thus, a part of the Abu Dhabi Investment Authority Group (Acquirer Group).

5. As stated, all listed and unlisted companies held by GEPL constitute the 'GMR Group' and GAL and the Target SPV are both part of the GMR Group. While the Target SPV does not have any business operations at present, GAL is a public company with its shares listed on the stock exchanges and through its subsidiaries, is engaged in developing, managing, and operating airports in India and around the world, while also being engaged in associated business activities. In India, GAL currently operates and manages three operational airports, through Delhi International Airport Limited (DIAL), GMR Hyderabad International Airport Limited (GHIAL) and GMR Goa International Airport Limited (GGIAL). Further, apart from these operational airports at Delhi, Hyderabad and Goa: (a) In 2019, GAL received a Letter of Award for the development and operations of Nagpur airport on a Public-Private-Partnership basis and GMR Nagpur International Airport Limited (GNIAL) entered into the concession agreement for the said Nagpur Airport on 8th October 2024; (b) In 2019, GAL was announced as the highest bidder for the development and operation of a greenfield airport at Bhogapuram (near Vishakhapatnam) in Andhra Pradesh and in June 2020, GMR Vishakhapatnam International Airport Limited (GVIAL) entered into the concession agreement for the Bhogapuram airport. As submitted, the construction of the airport is ongoing; (c) GAL’s subsidiary GHIAL has been granted a concession/exclusive right to operate, administer, manage, improve, and maintain the civilian enclave at the Bidar Airport; and (d) GAL’s subsidiary GMR Kannur Duty Free Services Limited is engaged in the provision of duty-free services at the Kannur airport.

6. Based on the information submitted by the Acquirer, the Commission observed that the Proposed Combination has the effect of creating certain horizontal overlaps and vertical linkages. As observed, GAL is engaged in activities relating to provision of access to the airport facilities/premises at certain airports in India as noted above and the Acquirer also has an indirect presence in the airports sector in India through its indirect shareholding in GGIAL and GVIAL resulting from the Acquirer Group’s investment in the National Infrastructure Investment Fund (NIIF)^[3]. Resultantly, the Proposed Combination creates horizontal overlap in the segment of provision of access to airport facilities/premises. Further, GAL, through its subsidiaries is engaged in provision of air transport activities and other specific services at airports which includes the provision of: (a) maintenance and repair operations (MRO), (b) air cargo services, (c) project management services during the construction of airports, (d) engineering and maintenance services during operation of airports, and (e) managing and developing food and beverages outlets at airports. Considering the activities of GAL subsidiaries in the various segments of air transport activities, the Proposed Combination also creates vertical linkages considering each of the airport transport activity on one hand and provision of access to airport facilities/premises on the other hand. However, considering that the Acquirer Group’s presence in the segment of access to airport facilities/premises is only through GGIAL and GVIAL, both of which are GAL entities, the Proposed Combination is not likely to alter the competition landscape in both horizontal and vertical contexts in any significant manner regardless of how the relevant market(s) are delineated. Accordingly, the issue of exact delineation of relevant market(s) is left open.

7. Apart from airport related activities, the activities of the Acquirer Group and GAL overlap horizontally in the broader segment of power generation which can be narrowed down to renewable energy and further to hydro energy and solar energy sub-segments. The activities also create vertical linkages in terms of: (a) upstream activity of power generation and downstream activity of power transmission; and (b) upstream activity of renewable power generation and downstream activities of production of green ammonia and green hydrogen (separately).

8. As regards the power segment linkages, the Commission noted the submissions of the Acquirer that GAL’s presence in the power generation markets is through an entity, namely GMR Bajoli Holi Hydro Power Private Limited (Bajoli Hydro), the power generated by which is also utilized by GAL for its captive power consumption. It has been further stated that GAL does not participate in the sector as a market-facing power generation business. Further, as regards the solar power plant proposed to be acquired by the Target SPV, it has been stated that it is exclusively supplying power to one identified customer (i.e., Celebi Delhi Cargo Terminal Management Private Limited) within the IGI Airport and does not supply any power to entities outside the IGI Airport. The said entity, Celebi Delhi Cargo Terminal Management Private Limited, is also an affiliate of GAL and as such no power is being supplied (or proposed to be supplied) to any entity other than to the named affiliate of GAL. Considering the operational dynamics of GAL’s power generation entities, the Proposed Combination is not likely to alter the market dynamics of any plausible relevant market that could be considered in relation to the aforesaid horizontal/vertical power segment linkages regardless of the presence of relevant affiliates of the Acquirer Group.

9. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India in any of the relevant market(s) and therefore, the Commission hereby approves the Proposed Combination under Section 31(1) of the Act.

10. This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

11. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

12. The Secretary is directed to communicate to the Acquirer accordingly.