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1.  Key decisions on Mergers and Acquisitions

1.1 Proposed merger between Vardospan (Pty) Ltd v Habib Overseas Bank Ltd

The Commission has approved, without conditions, the intermediate merger whereby Vardospan intends to acquire Habib Overseas Bank (HOBL).

Vardospan was recently established for the purpose of the proposed transaction and does not conduct any business. Vardospan is jointly controlled by Cinq Holdings (Pty) Ltd (Cinq Holdings) and Pearl Capital Group Holdings Limited (Pearl Capital). Cinq Holdings and Pearl Capital are also recently established entities which are separately controlled by two individuals.

HOBL is controlled by Pitcairns Finance SA (Pitcairns), a company registered in Luxembourg. Pitcairns is a registered banking institution which provides a range of banking products and services.

The Commission therefore found no overlap in the activities of the merging parties. HOBL is involved in banking services and Vardospan is newly created for the purposes of the proposed transaction. The individual that controls Cinq Holdings is involved in property, business and management consulting, metal processing, coal prospecting and mining. The individual that controls Pearl Capital is involved in hotel and tourism, property and venture capital.

The proposed transaction is unlikely to substantially prevent or lessen competition in any market. Further, there are no public interest concerns arising as a result of the proposed transaction.

1.2 Proposed merger between Old Mutual Life Assurance Company (SA) Ltd v AE-AMD Renewable Energy (Pty) Ltd

The Commission has approved, without conditions, the intermediate merger whereby Old Mutual Life Assurance Company (SA) Limited (OMLACSA) intends to acquire AE-AMD Renewable Energy.

OMLACSA is primarily a provider of long-term insurance products. It is represented by Old Mutual Alternative Investments (Pty) Ltd as a duly appointed manager of the IDEAS Managed Fund portfolio of assets. OMLACSA is a wholly owned subsidiary of Old Mutual Emerging Markets Limited which is, in turn, a wholly owned subsidiary of Old Mutual Group Holdings (South Africa) (Pty) Ltd (OM Group Holdings SA). OM Group Holdings SA is wholly-owned by Old Mutual (Netherlands) BV which is ultimately controlled by OM UK, a wholly owned subsidiary of Old Mutual Plc and a firm listed on the London Stock Exchange.

AE-AMD is a company established to identify, evaluate, develop and operate renewable energy power plants in southern Africa. The Commission is of the view that the proposed transaction is unlikely to substantially prevent competition in the relevant market and it does not raise public interest concerns.

1.3 Proposed transaction between Holdco, DevCo and AssetCo v Aldwych Power Holdings Ltd & Aldwych International Ltd, Cabeolica S.A and Cenpower Generation Company Ltd

The Commission has recommended to the Tribunal that the proposed large merger be approved, without conditions, whereby Holdco, DevCo and AssetCo intend to acquire the entire share capital of Aldwych Power Holdings Limited (AHL), Aldwych International Limited (AIL), Cabeolica SA (Cabeolica) and Cenpower Generation Company Ltd (Cenpower). The primary acquiring firms are yet to be formed. HoldCo will be the holding company of DevCo and AssetCo. The three will be jointly controlled in equal share by AHL and AFC Equity Investments Limited (AFC Equity). AHL is controlled by Pan African Infrastructure Development Fund and AFC Equity is controlled by Africa Finance Corporation (AFC).

Globally, AHL develops, constructs, manages, owns and operates electricity generation, transmission and distribution projects in developing markets. PAIDF is a leading African infrastructure fund manager and AFC is an Africa-focused multilateral financial institution. It has a special focus on the African infrastructure sectors, including conventional power generation, renewable energy, sea, airports, oil and gas pipelines and telecommunications. In South Africa, AFC does not control any firm but has an interest in South African Toll Road Company (Pty) Limited.

Internationally, AFC Equity is an African-led investment grade rated multilateral development finance institution. AFC is involved as an investor, developer and financier of various infrastructure projects and is gaining recognition as the benchmark institution for financing the development of infrastructure projects in Africa. Currently AFC Equity does not have any investments in South Africa.

The proposed transaction is unlikely to substantially prevent or lessen competition and does not raise public interest concerns.


1.4 Proposed merger between Real Foods (Pty) Ltd v Highveld Honey (Pty) Ltd

The Commission has approved, without conditions, the intermediate merger whereby Real Foods intends to acquire Highveld Honey.

Real Foods is a multi-brand food group focused on fresh, healthy and natural foods. It currently operates fast/casual dining outlets through the Nu Health Café and Kauai fast-food brands nationally.

Highveld Honey produces and supplies a range of honey products and manages and operates beehives and bee-keeping equipment. It offers pollination services to farmers and supplies large national retailers.

The proposed transaction is unlikely to substantially prevent or lessen competition. It does not raise any public interest concerns.


1.5 Proposed merger between K2016336109 (SA) (Pty) Ltd v Hyprop Investments Ltd in respect of Willowbridge South

The Commission has approved, without conditions, the intermediate merger whereby K2016336109 (SA) (K2016) intends to acquire Hyprop Investments Ltd in respect of Willowbridge South.

K2016 is a newly incorporated entity established for the purposes of owning Willowbridge South. It forms part of a group of entities incorporated for the purposes of owning five property letting enterprises comprising rentable retail space in Cape Town, Klerksdorp and Pretoria West. The primary target firm is Hyprop Investments Limited, in respect of the property letting enterprise known as Willowbridge South.

The proposed transaction is unlikely to substantially prevent or lessen competition and does not raise any public interest concerns

1.6 Proposed merger between Thebe SPV 003 (Pty) Ltd v Extobuzz (Pty) Ltd

The Commission has approved, without conditions, the intermediate merger whereby Thebe intends to acquire Extobuzz.

Thebe is an investment holding company that has investments mainly in tourism, mining resources, infrastructure, renewable energy, petrochemicals, telecommunications, financial services and healthcare.

The target group comprises of fresh produce marketing agencies that sell fruit and vegetables to local and export markets. The proposed transaction does not result in a horizontal overlap and does not raise any public interest concerns.

1.7 Proposed merger between Accelerate Property Fund Ltd and KIA Joy Trust in relation to the lettable enterprise conducted on Erf 7 and Erf 8 Roggebaai, Cape Town

The Commission has approved, without conditions, the intermediate merger whereby Accelerate Property Fund (Accelerate) intends to acquire KIA Joy Trust in relation to the lettable enterprise conducted on Erf 7 and Erf 8 Roggebaai, Cape Town.

Accelerate’s property portfolio includes retail, commercial/office and industrial/warehouse space in the Gauteng, Western Cape, Limpopo, and KwaZulu-Natal Provinces. Accelerate owns four Grade A office properties in the Cape Town CBD node.

The target property comprises of rentable Grade A office space with a parking lot and parking bays, situated in Roggebaai in Cape Town. The proposed transaction is unlikely to substantially prevent or lessen competition and does not raise any public interest concerns.

1.8 Proposed merger between Gentacure (Pty) Ltd v Phembani Oil (RF) (Pty) Ltd

The Commission has approved, without conditions, the intermediate merger whereby Gentacure intends to acquire Phembani Oil.

Gentacure is a recently established firm and does not provide any business activities. It is controlled by Moopong Investments Holdings (Pty) Ltd which is, in turn, controlled by the Investgrow Trust. Moopong owns a farm from which farming activities are conducted and holds shares in the target firm.

Phembani Oil is a ring-fenced special purpose vehicle that holds a controlling shareholding in Afric Oil. Afric Oil is involved in marketing and distribution of petrol, diesel, illuminating paraffin, jet fuel and lubricants to a client base including the government, parastatal organisations, the mining industry, the construction industry, the transport sector, the manufacturing sector, resellers and agricultural industries.

The proposed transaction is unlikely to substantially prevent or lessen competition and is unlikely to raise any public interest concerns.

1.9 Proposed merger between National Retail Holdings (Pty) Ltd v Decofurn (Pty) Ltd, CB Stores (Pty) Ltd, The Hub (Pty) Ltd and HTC Stores (Pty) Ltd and the Truzen Trust 

The Commission has approved, without conditions, the intermediate merger whereby National Retail intends to acquire Decofurn, CB Stores, the Hub, HTC Stores as well as shares in the Truzen Trust.

National Retail is a newly incorporated firm that does not have any operations. The Laaks Trust is an investment holding entity that holds interests in National Retail and in listed companies.

The target firms, with the exception of the Truzen Trust, are involved in the textile industry specifically in the procurement (mostly from imports) and sale of women’s, men’s and children’s clothing (including school uniforms) and footwear as well as household apparel. The Truzen Trust owns the property used as a distribution center and head office by the other Target Firms.

The proposed transaction is unlikely to substantially prevent or lessen competition in any market and does not raise any public interest concerns.

2. Non Referrals: The Commission has taken a decision to non-refer (not to prosecute)  the following cases:

• Prime Fund Managers (Pty) Ltd vs Rowan Angel (Pty) Ltd

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

• GJ Moore vs Classic Motors North

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

• Peter Daniel Billings vs Telkom South Africa

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

Issued by Competition Commission