Platinum Stone A 2014 Trust (acting through its trustee Platinum Rock B 2014 RSC Limited)

Page 1 of 5 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 Combination Registration No. C-2024/10/1200 Page 2 of 5 approximately 6.5% shareholding of GMR Airports Limited1 (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 1 formerly known as GMR Airports Infrastructure Limited. 2 The shares proposed to be acquired by the Target SPV shall be pledged in favour of the Acquirer with a view to secure the OCD subscription amount in favour of the Acquirer. Combination Registration No. C-2024/10/1200 Page 3 of 5 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 3 The Acquirer Group holds 10.16% of NIIF, and (ii) NIIF indirectly holds 49% of GGIAL and GVIAL each (on a fully diluted basis) through an investment fund managed by it. Combination Registration No. C-2024/10/1200 Page 4 of 5 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.