(i) Bif IV Jarvis India Pte. Ltd. (ii) British Columbia Investment Management (iii) Anahera Investment Pte. Ltd. and (iv) Valkyrie Investment Pte. Ltd.

CCI17 Jan 2020C-2019/12/708

Case brief

AI extract

What is this about?

The Competition Commission of India received a notice regarding a proposed combination involving multiple investors acquiring stakes in an infrastructure investment trust controlling telecom tower assets. The Commission approved the combination, finding no horizontal overlaps and no appreciable adverse effect on competition.

What did the court decide?

Approval of the proposed combination under Section 31(1) of the Competition Act, 2002.

(i) Bif IV Jarvis India Pte. Ltd. (ii) British Columbia… — Company and Corporate | CCI (2020)

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COMPETITION COMMISSION OF INDIA

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(Co m bination Registration No. C-2019/12/708)

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17^th January, 2020

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Notice under Section 6 (2) of the Competition Act, 2002 filed by BIF IV Jarvis India Pte. Ltd., British Columbia Investment Management Corporation, Anahera Investment Pte. Ltd. and Valkyrie Investment Pte. Ltd.

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CORAM:

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Mr. Ashok Kumar Gupta Chairperson

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Ms. Sangeeta Verma Member

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Mr. Bhagwant Singh Bis h noi

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Member

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

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On 9^th December, 2019, Competition Commission of India (“ Commission ”) received a notice under Secti o n 6(2) of the Competition Act, 2002 (“ Act ”), filed by BIF IV Jarvis India Pte. Ltd. (“ Jarvis/Acquirer 1 ”), British C o lumbia Investment Management Corpo r ation (“ BCI/Acquirer 2 ”), Anahera I n vestment Pte. Ltd. (“ Anahera/ Acquirer 3 ”) and Valkyrie Investment Pte. Ltd. ( “ Valkyrie/ Acquirer 4 ”). [Hereinafter, V alkyrie and Anahera are collectively r e ferred to as “ GIC Investors ” and Jar v is, BCI and GIC Investors are collecti v ely referred to as “ Acquirers ”].

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Page 1 of 5

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Co m bination Registration No. C-2019/12/708

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The notice has been f iled pursuant to (a) Framework Agreement e xecuted on 19^th July, 2019 amongst Jar v is, Reliance Industrial Investments and Holdings Limited (“ RIIHL ”), Tower I n frastructure Trust (“ InvIT / Target 1 ”) and Reliance Jio Infratel Private Limited (“ RJIPL / Target 2 ”) and (b) Memorandum of U nderstanding ( MoU ) executed on 29^th N o vember, 2019 amongst the Acquirers. [H e reinafter, InvIT and RJIPL are collectiv e ly referred to as “ Targets ” and Acquir e rs and Targets are collectively be referr e d to as “ Parties ”].

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It is submitted in th e Notice that prior to the Proposed Combin a tion, as a part of the internal restructurin g of Reliance Jio Infocomm Limited (“ RJIL ”), the Tower Infrastructure Busine s s of RJIL was transferred under a slump sa l e on a going concern basis to RJIPL as of 31^st March, 2019, pursuant to the Scheme o f Arrangement¹ . The Tower Infrastructur e Business was primarily a captive consu m ption business for RJIL’s telecommuni c ation services operations.

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The Proposed Combi n ation involves three transactions -

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(i) Jarvis will su b scribe to the majority of the units issued by the InvIT. Jarvis will be designate d as a co-sponsor to the InvIT in addition to the existing solesponsor i.e. R IIHL. Subsequently, Jarvis will change the investment manager of the InvIT to an entity nominated and controlled b y it. By way of this transaction, J a rvis will acquire indirect control over RJIPL² .

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(ii) BCI and GI C Investors will acquire interest in the Inv I T either by directly subscribing t o its units or by indirectly acquiring inter e st in BIF IV India Holdings Pte. Ltd (parent entity of Jarvis).

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(iii) From the pr o ceeds of the issuance of the units, the In v IT shall acquire the remaining 49 % of the equity shareholding in RJIPL fro m Reliance Industries Limited ( RIL ). Accordingly, post the Proposed Combina t ion, InvIT shall hold 100% of the e quity shareholding in RJIPL.

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1 This Scheme of Arrangement i n ter alia involved RJIL, RJIPL, Jio Digital Fiber P rivate Limited and their respective shareholders and was a p proved by NCLT vide its order dated 20^th March, 20 1 9.

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2 Currently, InvIT and RIL hold 5 1 % and 49% of the equity share capital of RJIPL, resp e ctively.

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Page 2 of 5

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Co m bination Registration No. C-2019/12/708

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Jarvis is a part of the Brookfield Asset Management Inc., Group (“ Brookfield Group ”) and is curr e ntly not engaged in any activity in India. B rookfield Group is a global alternative a s set manager with a focus on real estat e , renewable power, infrastructure and pr i vate equity. Brookfield Group has several i nvestments in India, including investing j ointly through operating partnerships. H o wever, none of its portfolio companies i s engaged in any activity in the telecom sect o r in India (including telecom tower business).

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BCI is an institutional investor of Canada having investme n ts in fixed income, mortgages, public a nd private equity, real estate, infrastruc t ure, and renewable resources. It does n o t offer any products or services in India. H owever, it has been submitted that BCI h olds stake in certain portfolio companies o p erating in India but none of these compa n ies are involved in the telecom sector in Ind i a (including telecom tower business).

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Anahera and Valkyrie are wholly-owned subsidiaries of GIC Inf r a Holdings Pte. Ltd. and are investment h olding companies incorporated with the ob j ective of preserving principal and earnin g long-term returns. These are special pur p ose vehicles ( SPV) organized as private l imited companies in Singapore that are part o f the GIC Group i.e. investment holding companies managed by GIC Special In v estments Pte. Ltd. ( GICSI ). None of t h e portfolio investee companies controlle d by Anahera and/or Valkyrie and/or the GIC Group are presently engaged in busi n ess activities in the telecom sector in Ind i a (including telecom tower business).

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The InvIT was es t ablished on 31^st January, 2019 and w a s registered as an infrastructure invest m ent trust on 19^th March, 2019 in accordanc e with the provisions of the Securities an d Exchange Board of India (Infrastructur e Investment Trusts) Regulation 2014. T h e InvIT was set up with the objective of making investments (directly or indirectl y ) in the infrastructure sector and has not i ssued units till date. Currently, the sole s p onsor of the InvIT is RIIHL, a wholly-own e d subsidiary of RIL. The trustee, invest m ent manager and project manager of t he InvIT are Axis Trusteeship Services Limited, Infinite India Investment Manage m ent Limited and Jio

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Co m bination Registration No. C-2019/12/708

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Infrastructure Mana g ement Services Limited, respectively. InvI T does not have any presence outside of I n dia.

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RJIPL, a company i n corporated under the Companies Act, 1956 , currently carries on the business of desig n ing, planning, establishing, operating, main t aining and managing passive infrastructur e assets for telecommunication businesse s including but not limited to towers, fib e r, right of way and duct space and providin g the same on lease or rental or indefeasible right to use to telecom service providers. P u rsuant to the Scheme of Arrangement³ inv o lving RJIL, RJIPL, Jio Digital Fiber Priv a te Limited inter alia and their respective shareholders, the Tower Infrastructure Bus i ness was transferred and vested in RJIPL u nder a slump sale on a going concern basis.

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Based on the submi s sions of the Acquirers, the Commission noted that there are no horizontal overlaps between the business activities of the P arties in India and products/services of t he Parties are not at different stages or lev e ls of the production chain.

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Considering the facts on record, details provided in the notice gi v en under sub-section (2) of Section 6 of t h e Act and assessment of the Proposed Com b ination on the basis of factors stated in s u b-section (4) of Section 20 of the Act, the C ommission is of the opinion that the Pro p osed Combination is not likely to have a n appreciable adverse effect on competitio n in India and therefore, the Commission, h ereby, approves the same under sub-secti o n (1) of Section 31 of the Act.