On 4th June 2024, the Competition Commission of India (CCI) approved the proposed combination involving the acquisition of IRB Infrastructure Trust (Private InvIT- Infrastructure Investment Trust) and MMK Toll Road Private Limited by Cintra.
Points to note:
i.Cintra InvIT Investments B.V. (Cintra Special Purpose Vehicle (SPV) 1) and Cintra IM Investments B.V. (Cintra SPV 2) are collectively referred to as “Acquirers”. These are the wholly-owned subsidiaries of Cintra Global S.E., incorporated in the Netherlands.
ii.IRB Infrastructure Trust is a private trust registered under the Indian Trusts Act 1882 and the Securities and Exchange Board of India’s (SEBI) Infrastructure Investment Trusts Regulations 2014.
iii.MMK Toll Road Private Limited is the investment manager of the IRB Infrastructure Trust, registered with the SEBI.
Details of the Proposed Combination:
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 IRB Infrastructure Trust by Cintra SPV 1.
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.
CCI Approved Acquisition by IRB Infrastructure Trust in Meerut Budaun Expressway Ltd
On 4th June 2024, The CCI has approved the proposed combination involving the acquisition by IRB Infrastructure Trust in Meerut Budaun Expressway Limited (MBEL).
Points to note:
i.IRB is the sponsor and the project manager of the IRB Infrastructure Trust, a private InvIT registered with SEBI.
ii.MBEL is a SPV incorporated for the development of package I of the Ganga Expressway. This project involves building, operation and transfer of a six-lane greenfield expressway corridor of 129.7 km between Meerut and Budaun in Uttar Pradesh
GIC Unitholders:
Anahera Investment Pte. Ltd. (Anahera), Bricklayers Investment Pte. Ltd. (Bricklayers), Chiswick Investment Pte. Ltd. (Chiswick), Stretford End Investment Pte. Ltd. (Stretford), and Dagenham Investment Pte. Ltd. (Dagenham), are collectively referred to as “GIC Unitholders.”
- Each of the GIC Unitholders is a private limited company in Singapore and are wholly-owned subsidiaries of GIC Infra Holdings Pte. Ltd. (GIC Infra).
Transaction Steps:
i.NCD Subscription: Proposed subscription of Non-Convertible Debentures (NCDs) of MBEL by each of IRB Infrastructure Developers Ltd.(IRB) and Anahera, respectively (NCD Subscription).
- If IRB and Anahera cannot complete their NCD subscription, the InvIT will subscribe to such NCDs of MBEL (Alternate InvIT NCD Subscription).
ii.Trust Unit Issue: The InvIT will issue new units to its existing unitholders, including IRB and one or more of the GIC Unitholders in the InvIT.
iii.MBEL Acquisition: The InvIT will acquire both equity shares and NCDs of MBEL, completing the proposed combination.
About Competition Commission of India (CCI):
CCI was established on 14 October 2003 under the Competition Act of 2002 and was duly constituted in 2009.
Chairperson – Ravneet Kaur
Headquarters– New Delhi, Delhi
