The Competition Commission of India (CCI) has approved the proposed acquisition of additional unit holding in Highways Infrastructure Trust by 2452991 Ontario Limited and acquisition of equity stake in Highway Concessions One Private Limited by 2743298 Ontario Limited.

2452991 Ontario Limited (OTPP 1) and 2743298 Ontario Limited (OTPP 2) are solely controlled by Ontario Teachers’ Pension Plan Board (OTPPB). OTPPB administrates pension benefits and the investment of pension plan assets of active and retired teachers in the Canadian province of Ontario worldwide.

Highways Infrastructure Trust (Target Trust) is an infrastructure investment trust registered with Securities Exchange Board of India (SEBI) under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (InvIT Regulations). The Target Trust currently owns six (6) road assets in India, engaged in the business of operating roads and highways in India.

Highway Concessions One Private Limited (HC One) is a company incorporated in India with the objective of managing and operating roads assets in India. HC One is the investment manager of the Target Trust under the InvIT Regulations and undertakes activities in accordance with Regulation 10 of the 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 InvIT Regulations and the project management agreement entered into by it.

The proposed combination relates to the acquisition of additional unitholding in the Target Trust by OTPP 1 and separately acquisition of equity stake in HC One by OTPP 2 (Proposed Combination).

Detailed order of the CCI will follow.

InvIT unit and manager equity acquisitions cleared, permitting foreign pension-plan controlled entities to increase infrastructure holdings. Approval concerns acquisitions by OTPP-controlled entities: additional unit holdings in Highways Infrastructure Trust and an equity stake in Highway Concessions One Private Limited. The Target Trust is a SEBI-registered InvIT owning road assets and HC One is its investment manager performing investment-decision and oversight functions under the InvIT Regulations. The transactions are separate combinations involving unit acquisition in the Trust and equity acquisition in the investment manager, and CCI approval has been granted with a detailed order to follow.