The Competition Commission of India (CCI) has approved the acquisition of 100% equity stake, management and control in twelve (12) special purpose vehicles of PNC Infratech Limited and PNC Infra Holdings (PNC SPVs/Targets) by Highway Infrastructure Trust (Acquirer Trust).

The Acquirer Trust is an irrevocable trust settled under the Indian Trusts Act, 1882, and is registered as an infrastructure investment trust with the Securities Exchange Board of India, to carry out the activities prescribed under the SEBI (Infrastructure Investment Trusts) Regulations, 2014. The Acquirer Trust owns special purpose vehicles incorporated in India, which are engaged in the business of operating roads and highways in India for which the special purpose vehicles have been granted government concessions. Galaxy Investments II Pte. Limited is the sponsor and Highway Concessions One Private Limited (HC One) is the investment manager, of the Acquirer Trust, in terms of the SEBI (Infrastructure Investment Trusts) Regulations, 2014.

The PNC SPVs have been incorporated as special purpose vehicles. The PNC SPVs have entered into concession agreements with the National Highway Authority of India / Uttar Pradesh State Highways Authority for holding, developing, operating, and maintaining infrastructure projects under Hybrid annuity model / Build-Operate-Transfer, respectively.

Detailed order of the CCI will follow.

Merger control: Approval granted for acquisition of full equity and control in multiple SPVs by an infrastructure investment trust. Approval records the acquisition by an irrevocable, SEBI registered Infrastructure Investment Trust of full equity, management and control in multiple project SPVs previously held by PNC Infratech entities, focusing on the transfer of ownership and control in concession holding entities operating roads under Hybrid Annuity Model and Build Operate Transfer frameworks.