The Competition Commission of India (CCI) has approved the proposed combination involving acquisition in IRB Infrastructure Trust and MMK Toll Road Private Limited by Cintra.

Cintra InvIT Investments B.V. (Cintra SPV 1) and Cintra IM Investments B.V. (Cintra SPV 2) are collectively referred to as “Acquirers” The Acquirers are SPVs (wholly-owned subsidiaries of Cintra Global S.E.) which have been incorporated in the Netherlands for the purpose of the Proposed Combination and belong to the Ferrovial group. The Cintra division of the Ferrovial group undertakes activities in relation to toll roads development and management, and the Ferrovial group is a global developer of transport infrastructure, mobility solutions, engineering and is engaged in the construction of civil works and buildings.

IRB Infrastructure Trust (Private InvIT) is a private trust registered under the Indian Trusts Act 1882 and SEBI’s Infrastructure Investment Trusts Regulations 2014. The sponsors of the trust are IRB Infrastructure Developers Ltd (IRB ListCo) and GIC. It is operating 14 highways assets, which are being managed pursuant to the concessions granted by the respective nodal agencies. The Private InvIT invests in road infrastructure assets in India and all road projects of the Private InvIT are held through SPVs. MMK Toll Road Private Limited (IM) is the investment manager of the Private InvIT which is an InvIT registered with the SEBI.

The Proposed Combination involves: (i) Acquisition of approximately 24% of the issued and outstanding unitholding (on a fully-diluted basis) along with certain commercially negotiated rights in the Private InvIT by Cintra SPV 1 (InvIT Transaction); (ii) Simultaneous acquisition of approximately 24% equity shareholding along with the right to nominate a director on the board of directors of the IM of the Private InvIT by Cintra SPV 2 (IM Transaction) (Proposed Combination).

Detailed order of the CCI will follow.

Competition approval for foreign SPVs to acquire minority stakes in an InvIT and its investment manager, with governance rights. CCI approved a proposed combination where two foreign-owned SPVs will acquire roughly 24% of the unitholding in a private Infrastructure Investment Trust and, simultaneously, about 24% of the equity in the trust's investment manager with a director nomination right. The Acquirers are Netherlands-incorporated SPVs of a global toll-road developer; the Private InvIT holds multiple concessioned highway assets through SPVs and operates under Indian trust and SEBI InvIT regulations. A detailed CCI order will follow.