Brookfield and Ontario Teachers’ £1.8 Billion Acquisition of Stake in Scotia Gas Networks Ltd

Brookfield and Ontario Teachers’ £1.8 Billion Acquisition of Stake in Scotia Gas Networks Ltd

In UK CMS Cameron McKenna Nabarro Olswang LLP, Linklaters, advised on the matter.

CMS Cameron McKenna Nabarro Olswang LLP advised SSE plc with a team including Caroline Hobson (Competition Law), Charles Currier (Corporate M&A), Doug Land (Corporate M&A), Aaron Fairhurst (Tax M&A and Deal Advisory).

Linklaters advised Brookfield, Ontario Teachers’ Pension Plan with a team including Natura Gracia (Competition Law), Jessamy Gallagher (Picture – Corporate M&A), Stuart Rowson (Energy & Infrastructures).

Brookfield and Ontario Teachers Pension Plan (Ontario Teachers’) acquired a combined total stake of 50% in Scotia Gas Networks Ltd (SGN) from SSE plc and ADIA.

SGN includes Scotland Gas Networks plc and Southern Gas Networks plc, two of the eight regulated gas distribution networks in England, Wales and Scotland, in addition to SGN Natural Gas Ltd, which provides gas to customers in the west of Northern Ireland as well as other non-regulated ancillary businesses. SGN is focused on sustainability, having committed to ensuring all its business operations are net zero by 2045, and is taking a leadership role in supporting the transition to a hydrogen economy.

The transaction is based on an effective economic date of 31 March 2021 and is for a combined total consideration of £1,8375m in cash. Completion is conditional on certain regulatory approvals. The transaction constitutes a Class 2 transaction for SSE plc for the purposes of the UK Financial Conduct Authority’s Listing Rules and, as such, does not require SSE shareholders’ approval.

The deal concludes SSE’s £2bn plus disposals programme announced in June 2020, with total proceeds amounting to over £2.7bn. 

StepStone Clients are participating in both the Brookfield and Ontario Teachers’ investments and were also advised by Linklaters.

The Linklaters team was led by Jessamy Gallagher (Picture), M&A partner and Global Co-Head of the firm’s Infrastructure Sector, and included Corporate MAs Amy Barker, Christy O’Connell and Counsel Lucy Reeve, together with Stuart Rowson and Katie Williams from the Energy & Infrastructure team, alongside Natura Gracia, Anna Mitchell and Mark Daniel from the Antitrust & Foreign Investment team.

The CMS team was led by Charles Currier and Doug Land, and included Jennifer Louch, Brynn Horner, Aisling Knapton and Nick Lindsay (Corporate); Aaron Fairhurst and Jason Todd (Tax); Caroline Hobson, Kabir Garyali, Jonathan Carter-Lewis and Cynthia Johnson (TMT); and Louise Dalton and Thomas Forman (Energy and Climate Change).

Involved fees earner: Jonathan Carter-Lewis – CMS Cameron McKenna Nabarro Olswang LLP; Charles Currier – CMS Cameron McKenna Nabarro Olswang LLP; Louise Dalton – CMS Cameron McKenna Nabarro Olswang LLP; Aaron Fairhurst – CMS Cameron McKenna Nabarro Olswang LLP; Thomas Forman – CMS Cameron McKenna Nabarro Olswang LLP; Kabir Garyali – CMS Cameron McKenna Nabarro Olswang LLP; Caroline Hobson – CMS Cameron McKenna Nabarro Olswang LLP; Brynn Horner – CMS Cameron McKenna Nabarro Olswang LLP; Cynthia Johnson – CMS Cameron McKenna Nabarro Olswang LLP; Aisling Knapton – CMS Cameron McKenna Nabarro Olswang LLP; Doug Land – CMS Cameron McKenna Nabarro Olswang LLP; Jennifer Louch – CMS Cameron McKenna Nabarro Olswang LLP; Jason Todd – CMS Cameron McKenna Nabarro Olswang LLP; Amy Barker – Linklaters; Mark Daniel – Linklaters; Jessamy Gallagher – Linklaters; Natura Gracia – Linklaters; Anna Mitchell – Linklaters; Christy O’Connell – Linklaters; Stuart Rowson – Linklaters; Katie Williams – Linklaters;

Law Firms: CMS Cameron McKenna Nabarro Olswang LLP; Linklaters;

Clients: Brookfield; Ontario Teachers’ Pension Plan; SSE plc;

Author: Giulia Di Palma

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