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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM191Mar25
In the matter between:
Sasol Pension Fund Primary Acquiring Firm
And
Westlake View C/O West Property Fund (Pty) Ltd Primary Target Firm
T Vilakazi (Presiding Member)
G Budlender (Tribunal Member)
Panel:
A Ndoni (Tribunal Member)
Heard on: 15 April 2025
Decided on: 16 April 2025
Reasons Issued on: 19 May 2025
REASONS FOR DECISION
Introduction
[1] On 16 April 2025, the Competition Tribunal (“Tribunal”) unconditionally
approved the large merger in which Sasol Pension Fund (“Sasol Fund”) intends
to acquire a 50% undivided share in an immovable property (and the rental
enterprise carried out thereon) known as “Westlake View” (“the Target
Property”) from West Property Fund Proprietary Limited (“West Property Fund”
or “the Seller”).
[2] West Property Fund holds a 100% undivided share in the immovable property
(and the rental enterprise carried out thereon). Pursuant to the proposed
transaction, West Property Fund will cease to exercise sole control over the
competitiontribunal
SOUTH AFRICA
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Target Property, which will thereafter be subject to joint control by West
Property Fund and the Sasol Fund.
Parties and activities
[3] The primary acquiring firm, Sasol Fund 1 is one of several retirement provision
options for employees of the Sasol Group (and its affiliates) within the Republic
of South Africa.2 Sasol Fund is not controlled by any external entity.
[4] The Sasol Fund’s assets are invested in a variety of asset classes in
accordance with the Rules of the Fund and the Pension Fund Act, within the
guidelines set out in the Fund’s Investment Policy Statement. Direct property is
amongst the variety of asset classes in which the Sasol Fund invests.
[5] The Sasol Fund has historically developed and owned several large
commercial assets. Of relevance for the proposed transaction for the
geographic market assessment below, is the industrial/logistics property
situated in Richwood, Cape Town in respect of which the Sasol Fund has an
interest, which is approximately 1410 kilometres from the Target Property.
[6] The Sasol Fund and West Property Group co-own and jointly control the rental
enterprises known as the Getworth and Zest sites situated at Richmond Park
Development. This acquisition was notified and approved unconditionally on 21
May 2024.3
[7] The primary target firm is West Property Fund, the Seller, in respect of the
immoveable property (and the rental enterprise carried out thereon) situated at
8 Avalon Road, Johannesburg, Gauteng.
1 Sasol Fund is registered as a Type-B Umbrella Fund in terms of the Pension Funds Act No. 24 of
1956.
2 Umbrella funds are grouped into type A and type B umbrella funds. Type-A umbrella funds are
commercial umbrella funds, which require main and special rules and provisions specific to each
participating employer. Type-B umbrella funds only have main rules; the rules have equal application
to all employers. These are usually industry/sector-specific funds with the result that only employers
who participate in the industry/sector may or must participate in a particular fund, for example,
Bargaining Council funds.
3 Commission Case Number 2024Apr0027.
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[8] West Property Fund is an investment property holding company and forms part
of the West Property Group, which has property interests in both South Africa
as well as the United Kingdom.
Description of the transaction and rationale
[9] In terms of the proposed transaction, the Sasol Fund wishes to acquire a 50%
undivided share in the Target Property known as Westlake View from West
Property Fund.
[10] As noted above, the Seller and the Sasol Fund will exercise joint control over
the Target Property, post-merger.
[11] The proposed transaction presents the Seller with an opportunity to redeploy
capital for other investment opportunities and to de-gear its balance sheet. On
the other hand, Sasol Fund submits that the Target Property falls under its
direct property investment strategy of acquiring industrial assets, specifically in
the logistics sector, in Gauteng.
Competition assessment
[12] The merging parties submitted that the Target Property should be categorised
as a light industrial property, and that the relevant market to be considered is
the market for the holding and management of rentable light industrial
properties.4 This in line with case precedent wherein the market for the
provision of industrial properties can be divided into two categories: light and
heavy industrial properties.
4 See K2012150042 (South Africa) (Pty) Ltd/ Old Mint (Pty) Ltd in respect of its ownership and direct
control of the Target Property, Old Mint Industrial Park , Tribunal Case No. LM076Aug23 , wherein the
market for the provision of industrial properties can be divided into two categories, namely light and
heavy industrial properties . The Tribunal has found in Primegro Properties Limited/ Growthpoint
Properties Limited and others, Tribunal Case No. 29/LM/Jun03, that light industrial property can include
logistics and/or warehouse space.
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[13] In relation to the geographic market, and in line with previous decisions of the
Tribunal5, the merging parties submitted that the relevant geographic market
should be defined with respect to a 15 km radius from the Target Property. The
Commission found that there is no geographic overlap between the properties
of the merging parties in the relevant market, and that the Target Property will
continue to face competition from several other players in the defined market.
[14] The Commission also conducted a creeping merger assessment and found that
the only industrial properties acquired by the Sasol Fund in the last 5 years are
the Getworth and Zest properties which they co-own with West Property Group.
No further competition concerns arose from this assessment.
Conclusion on competition assessment
[15] In light of the above, we concluded that the proposed transaction is unlikely to
lead to a substantial prevention or lessening of competition in any relevant
market.
Public interest assessment
Employment
[16] The merging parties provided an unequivocal undertaking that the proposed
transaction will not have adverse effects on employment.
[17] The Target Property is currently managed by West Manco Proprietary Limited
(a wholly owned subsidiary of West Property Group) and will continue to be
managed by this firm following implementation of the proposed transaction.
5 See Equities Property Fund Ltd/ Retail Logistics Fund (Pty) Ltd , Tribunal Case No. LM038Jun20; EA
Waterfall Logistics JV (Pty) Ltd/ Truzen 116 Trust, Tribunal Case No. LM058Jul20; Unico Property
Partners/ Khumoneti, Tribunal Case No. LM154Dec22, wherein the relevant geographic market in
respect of light industrial property was found to comprise a 15 km radius from the target properties .
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[18] The Sasol Fund’s employees are not represented by any trade unions. The staff
in the Sasol Fund, who manage the existing direct property portfolio, are aware
of the proposed transaction and raised no queries or concerns.
[19] We accepted the merging parties’ submissions and find that the proposed
transaction is unlikely to raise any employment concerns.
Promotion of a greater spread of ownership by HDPs and workers in firms in the
market
[20] The merging parties submitted that there will be an increase in the ownership
by historically disadvantaged individuals following implementation of the
proposed transaction in light of the fact that the Seller does not have any
ownership by historically disadvantaged persons (“HDPs”). In this regard, the
Commission found that Sasol Fund’s B-BBEE status is the same as that of
Sasol Limited, such that it has black ownership of .
[21] In the circumstances, we concluded that no further intervention is required.
[22] No other public interest issues arise from the proposed transaction.
[23] No third party expressed any further concerns regarding the proposed
transaction.
Conclusion
[24] For the reasons set out above, we are satisfied that the proposed transaction
is unlikely to substantially prevent or lessen competition in any relevant market.
Furthermore, the proposed transaction raises no public interest concerns.
[25] We therefore approve the proposed transaction without conditions.
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Signed by:Thando Vilakazi
Signed at:2025-05-19 16:09:35 +02:00
Reason:ltv'ltnessing Thando Vilakazi
Presiding Member
Prof. Thando Vilakazi
19 May 2025
Date
M s. Andiswa Ndoni and Adv. G Budlender SC concurring.
Tribunal Case Ma nagers:
For the Merger Parties:
For the Comm ission:
Ka rabo Orekeng and Sinethemba Mbe ki
M isha Van Niekerk of Adams & Adams
Nolubabalo Myo li and Grashum Mutizw a
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