Linklaters advises Brookfield and Ontario Teachers’ on £1.8bn acquisition of stake in Scotia Gas Networks Ltd

Linklaters has advised Brookfield Super-Core Infrastructure Partners (Brookfield) and Ontario Teachers Pension Plan (Ontario Teachers’) on their acquisition of a combined total stake of 50% in Scotia Gas Networks Ltd (SGN) from SSE plc and ADIA.

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, 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.

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.