Bernabeu Master UK Holdings Limited and Brookfield Renewable Group Australia Pty Ltd

On 31 October 2024, the ACCC announced that it had accepted a court-enforceable undertaking given by Bernabeu Master UK Holdings Limited and Brookfield Renewable Group Australia Pty Ltd (together referred to as Brookfield) pursuant to s87B of the Competition and Consumer Act 2010 (Cth) (the Undertaking) in connection with Brookfield’s proposed acquisition of 53.32% of the issued shares in Neoen SA (Neoen) from several independent sellers (the Block Acquisition), and following the completion of the Block Acquisition, Brookfield’s proposal to launch a mandatory simplified tender offer for remaining securities issued by Neoen (together with the Block Acquisition, the Proposed Transaction).

The ACCC was concerned that, in the absence of the Undertaking, the Proposed Transaction would have the effect, or be likely to have the effect, of substantially lessening competition in the markets for:

• the supply of new renewable generation, the supply of new firming capacity and/or the supply of new electricity storage services in Victoria in response to government policy and private demand (Victorian Markets for the Supply of Renewable Generation, Firming Generation and Electricity Storage Services)
• Frequency Control Ancillary Services (FCAS) in Victoria and/or in a broader group of National Electricity Market regions, particularly Very Fast FCAS (VF FCAS) (FCAS and/or VF FCAS Markets).

Under the Undertaking, Brookfield must divest Neoen’s existing Victorian renewable electricity generation and storage assets and its development projects in Victoria (the Divestiture Business).

Objective of the Undertaking

The objective of the Undertaking is to address the ACCC’s competition concerns that would otherwise arise as a result of the Proposed Transaction. The Undertaking aims to achieve this by placing obligations on Brookfield:

• to ensure that the Divestiture Business is sold to an Approved Purchaser to create or strengthen a viable, effective, stand-alone, independent and long term competitor in the Victorian Markets for the Supply of Renewable Generation, Firming Generation and Electricity Storage Services, and FCAS and/or VF FCAS Markets
• to ensure the purchaser of the Divestiture Business has all the necessary associated assets and rights to compete effectively with Brookfield in the Victorian Markets for the Supply of Renewable Generation, Firming Generation and Electricity Storage Services, and FCAS and/or VF FCAS Markets
• to maintain the economic viability, marketability, competitiveness and goodwill of the Divestiture Business prior to divestiture
• to provide for the effective oversight of Brookfield’s compliance with the Undertaking.