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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM040Jun24
The Government Employee Pension Fund, Primary Acquiring Firm
duly represented by the Public
Investment Corporation SOC Ltd
And
SAHL Investment Holdings (Pty) Ltd Primary Target Firm
Panel : A Wessels (Presiding Member)
: I Valodia (Tribunal Member)
: G Budlender (Tribunal Member)
Heard on : 02 July 2024
Order issued on : 02 July 2024
Reasons issued on : 09 July 2024
REASONS FOR DECISION
Introduction
[1] On 02 July 2024, the Competition Tribunal (“Tribunal”) unconditionally
approved a large merger in terms of which the Government Employee Pension Fund
(“GEPF”) represented by the Public Investment Corporation SOC Limited (“PIC”)
intends to acquire an additional 25% shares in SAHL Investment Holdings
Proprietary Limited (“SAHLIH”).
[2] On completion of the proposed transaction, the GEPF’s shareholding in
SAHLIH will increase from 25% to 50% and it will exercise joint control of SAHLIH.
Parties and their activities
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Primary acquiring firm
[3] The primary acquiring firm is the GEPF, a juristic person established
pursuant to section 2 of the Government Employees Pension Law Act 21 of 1996. It
is statutorily mandated to manage and administer pensions and other benefits for
government employees in South Africa. It holds interests in various firms because of
its wide investment mandate.
[4] The PIC, on behalf of the GEPF, invests in various classes of assets
including equities, property, and fixed income, which the PIC has been appointed to
manage.
Primary target firm
[5] The primary target firm is SAHLIH, a company incorporated in accordance
with the laws of the Republic of South Africa. It is active in the provision of home
loans and related activities.
Competition assessment
[6] The Competition Commission (“Commission”) found that the proposed
transaction does not result in a horizontal overlap between the activities of the
merging parties since the acquiring firm does not control any firm that is involved in
the provision of home loan and related services.
[7] Further, the Commission found that the proposed transaction does not give
rise to any vertical overlap and that there are no information exchange concerns
likely to arise as a result of the proposed transaction.
[8] We have no reason to disagree with the Commission’s findings and conclude
that the proposed transaction is unlikely to substantially prevent or lessen
competition in any relevant market.
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Public Interest
Effect on employment
[9] The merging parties confirmed that the proposed transaction will not have
any negative effect on employment.
Effect on ownership
[10] The Commission concluded that the proposed transaction does not require
any further intervention as regards the promotion of a greater spread of ownership
given the nature of the GEPF as the acquiring firm that is increasing its shareholding
in SAHLIH.
Other public interest considerations
[11] The proposed transaction raises no other public interest concerns.
Conclusion
[12] For the reasons set out above, we approve the proposed transaction without
conditions.
09 July 2024
Date
Mr. A Wessels
Adv G. Budlender SC and Prof I Valodia concurring
Tribunal Case Manager: Nomkhosi Mthethwa-Motsa
For the Merging Parties: Lebohang Mabidikane and Mmakgabo Makgabo
of Cliffe Dekker Hofmeyr Inc
For the Commission: Raksha Darji and Tsehla Mathe