COMPETITION TRIBUNAL
REPUBLIC OF SOUTH AFRICA
Case No: 16/FN/Mar04
In the matter between:
CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED Applicant
and
NASPERS LIMITED First Respondent
ELECTRONIC MEDIA NETWORK LIMITED Second Respondent
SUPERSPORT INTERNATIONAL HOLDINGS LIMITED Third Respondent
THE COMPETITION COMMISSION Fourth Respondent
_____________________________________________________________________
Reasons
______________________________________________________________
Introduction
1. The applicant has brought this application because it alleges that a
scheme of arrangement in terms of which the first respondent Naspers
Limited (‘Naspers’) will acquire further shares in the second, Electronic
Media Network Limited (“MNet”) and third respondent, SuperSport
International Holdings Limited (‘SuperSport’) constitutes a merger,
which should have been notified to the Competition Commission. The
applicant seeks an order from us declaring that the transaction
constitutes a notifiable merger.
Background
2. The applicant is a listed company involved in the paper and printing
industry and considers itself to be Naspers’ major competitor in that
industry. It alleges that the scheme of arrangement (the’ transaction’)
constitutes a merger which raises competition concerns that ought to
be considered by the competition authorities. It is not necessary for us
to consider whether these competition concerns are valid. At this stage
1
of the proceedings we are only called upon to consider whether the
transaction is notifiable. Competition concerns are only scrutinised if
transactions are notifiable. 1 It follows that the motive for a transaction,
which may have a bearing on the question of whether the merger is
anticompetitive, has no relevance at this stage of the enquiry. For this
reason we make no comment on whether Naspers’ stated rationale for
the merger is valid or whether the applicant has suggested a more
probable alternative, an issue fiercely debated by the parties. 2
3. Prior to the transaction, the structure of Naspers’ interest in MNet
looked like this. 3
Structure prior to the transaction
4. In terms of the scheme of arrangement Naspers will purchase all the
shares of the minority shareholders other than those of Johnnic
Communications Limited (‘Johncom’). As part of the scheme Johncom
has an option to acquire up to 39.1% of the shares. The date for that
option to be exercised is after that of our hearing so we must consider
what the permutation of shareholdings will be if the option is exercised
and if it is not.
5. Thus, post merger, if Johncom does not exercise the option the
structure would look like this:
Structure after transaction, Johncom not exercising its option
1 Bulmer SA (Pty) Ltd and Seagram Africa (Pty) Ltd and Distillers Corporation SA Limited
and others . Case no. 94/FN/Nov00 and 101/FN/Dec00 at page 18.
2 Phuthuma Futhi, which owns 10.42% of the shares in MNet/SuperSport, is an empowerment share
scheme. Naspers submits that the rationale for the transaction arose from a request by the trustees of
the Phuthuma Futhi Share Scheme to allow the participants of the scheme to realise value for their
shares as soon as possible. According to Naspers it would not make sense to keep MNet and
SuperSport listed, without the Phuthuma scheme, hence the offer to minorities by way of the
schemes of arrangement in terms of section 311 of the Companies Act. The applicant contends that if
this is the rationale for the transaction then Naspers could simply have acquired Phuthuma’s shares
by agreement. Instead, it argues, Naspers seeks to acquire control over MNet and SuperSport by
expropriating all the minority shares through the proposed section 311 schemes. The applicant
believes that this will enable Naspers to crosssubsidise and bundle its activities in the subscription
television market for the benefit of its activities in the print and electronic media markets. The
minority shareholders and the JSE listing requirements currently constrain this ability. Naspers
denies this.
3 The SuperSport shares are linked to those of MNet, which means that the same persons
have the same holdings in each company. It is also common cause that the MNH98
shareholders’ agreement applies in the same way to SuperSport as it does to MNet and
that the articles of association are virtually identical. Thus, it is common cause that the
same facts apply to both and the issues in respect of SuperSport mirror those of MNet. In
the interest of simplicity, for the rest of this decision we will refer only to the effect on MNet.
2
6. Whether or not Johncom exercises the option post merger, Naspers’ total interest in MNet will exceed
50%.4 If Johncom does not exercise the option Naspers’ direct and indirect interest will be 72.65%. This is
made up as follows:
directly held by Naspers – 35.87%
indirectly through MNH98 – 26.33%
indirectly through MultiChoice – 10.45%
7. If Johncom does exercise the option Naspers’ direct and indirect
interest will be 60.11%, made up as follows:
directly held by Naspers – 23.33%
indirectly through MNH98 – 26.33%
indirectly through MultiChoice – 10.45%
8. MNH98 will continue to own 52% of the shares in MNet and thus its
stake remains unchanged. Nor does the relationship between MNH98‘s
shareholders alter in any way as a result of the transaction.
9. Naspers does not control MNH98, although it is the largest shareholder
with a 50% interest. Naspers, Johncom and the Natal Witness have
entered into a shareholders’ agreement in respect of MNH 98, which
also regulates their relationships in respect of MNet. Briefly, for our
purposes, the salient points of this agreement are as follows:
• Each shareholder is entitled to appoint at least one director to the
board of MNH. The director in turn is entitled to a vote in proportion
to the interest of the shareholder who appointed the director. Thus
the Naspers appointee could exercise 50 % of the votes at the
board.5
• A resolution of the directors, or of the shareholders, requires a 75%
majority in order to be valid. Thus, Naspers cannot, without the
support of Johncom, have a resolution passed and vice versa. 6
• As long as MNH controls more than 50% of MNet and Naspers
owns at least 25% of MNH, the shareholders must procure that
i) Naspers can appoint at least 25 % of the MNet
board and
ii) that no decision of the MNet board can be taken
board and
ii) that no decision of the MNet board can be taken
4 If Johncom exercises the option its direct and indirect interest will be 38.57%, made up of a direct
interest of 13.56% and its indirect interest through MNH98 of 25.01%. If it does not exercise the
option its direct and indirect interest will be 26.03%, made up of a direct interest of 1.02% and its
indirect interest through MNH98 of 25.01%.
5 Clauses 7.1 and 7.8.
6 Clauses 7.9 and 8.
3
without the approval of at least 75% of the
directors.7
• No shareholder may hold more than 50% of the issued shares in
MNH.8
10. The spirit of the shareholders’ agreement is mirrored in the
Articles of Association of MNet and SuperSport where we find
consistent provisions.
11. Thus:
• The articles of association provide that directors’ resolutions require
the support of at least 75 % of the directors. 9
• There can be no quorum without a representative of the company’s holding company i.e. MNH98. 10
12. We are advised that the shareholders’ agreement will persist
notwithstanding the scheme of arrangement.
13. The common cause facts from these documents and
arrangements are that Naspers does not have sole control of
MNH98 but controls it jointly with Johncom. It would appear
from the facts that Naspers would still not enjoy sole control
of MNH98 even if there were no shareholders’ agreement.
As noted, Naspers owns 50% of the shares of MNH98.
Accordingly, even it were not constrained by the terms of the
shareholder’s agreement, in order for its will to prevail, it
would still have to secure the support of one of the other
shareholders of MNH98 (that is, either Johncom or Natal
Witness) and, as such, there is joint control over MNH98,
with or without the shareholders’ agreement.
14. The facts of the case, in so far as we need to decide them,
appear to be common cause. The difference is the legal
interpretation to be put on the state of affairs before and after
the merger. In order to allege a change in control, the
applicant relies on the fact that Naspers has, through the
aggregate of its direct and indirect interests, including those
acquired as a result of this transaction, an interest in MNet
amounting to at least 60.11%. The respondents allege that
amounting to at least 60.11%. The respondents allege that
7 Clause 7.13 as amended
8 Clause 9.7
9 See articles 52.2 of the MNet articles and 21.2 of the SuperSport articles, giving
expression to clause 7.13 of the shareholders agreement.
10 See articles 22 of the MNet articles and 12.1 of the SuperSport articles.
4
the status quo, in so far as control is concerned, remains
unaltered – prior to the merger MNH98 controlled MNet and
it continues to do so afterwards. The fact that Naspers has
increased its economic interest in MNet in excess of 50%
does not amount to the acquisition or establishment of
control.
Procedural issues
15. Initially the applicant sought relief in two parts. In terms of
Part A, the applicant sought interim relief in the form of an
interdict to preclude the respondents from implementing the
transaction, pending a final determination of whether the
transaction constituted a notifiable merger in terms of the
Act.
16. Part B concerned final relief. Here the applicant sought three
prayers. Firstly, that the transaction be declared a notifiable
merger, secondly, that the first to third respondents be
directed to notify the merger to the Commission and thirdly,
to interdict the first to third respondents from implementing
the transaction pending final approval of the transaction, if
any.
17. After the application had been served the respondents
provided the applicant with an undertaking in terms of which
they agreed not to proceed with the schemes of arrangement
pending the outcome of the Tribunal hearing. Both parties
agreed that as a result of this undertaking we did not have to
hear the application for interim relief i.e. Part A, and that,
accordingly, the only relief we needed to determine was that
sought in Part B. In its answering affidavit Naspers agreed
that in the event of a final determination that the transaction
is notifiable, it would abide by the statutory
requirements.11At the hearing, in response to a question
from the chairperson, the parties agreed that in view of this
subsequent undertaking we only had to determine whether
the merger was notifiable or not.
Analysis
the merger was notifiable or not.
Analysis
18. As we noted earlier, the only issue we are required to decide
is whether the transaction constitutes a notifiable merger.
19. In order for a transaction to be notifiable it must:
11 See paragraph 74.2 of Naspers answering affidavit at page 316 of the record.
5
i.Conform to the definition of a merger set out in section 12(1) of
the Act; and
ii.meet the required threshold for notification.
20. It is common cause that if the transaction is a merger it would
fall within the notification thresholds, so the only issue that
remains is whether it meets the definition of a merger.
21.According to section 12(1)(a):
” a merger occurs when one or more firms
directly or indirectly acquire or establish
direct or indirect control over the whole or
part of the business of another firm.”
22. Section 12(2) then lists instances of when a person
controls another firm.
“12(2) A person controls a firm if that person —
(a) beneficially owns more than one half of the issued share
capital of the firm;
(b) is entitled to vote a majority of the votes that may be cast at a
general meeting of the firm, or has the ability to control the
voting of a majority of those votes, either directly or through a
controlled entity of that person;
(c) is able to appoint or to veto the appointment of a majority of
the directors of the firm;
6
(d) is a holding company, and the firm is a subsidiary of that
company as contemplated in section 1(3)(a) of the Companies
Act, 1973 (Act No. 61 of 1973);
(e) in the case of a firm that is a trust, has the ability to control the
majority of the votes of the trustees, to appoint the majority of
the trustees or to appoint or change the majority of the
beneficiaries of the trust;
(f) in the case of a close corporation, owns the majority of
members’ interest or controls directly or has the right to
control the majority of members’ votes in the close
corporation; or
(g) has the ability to materially influence the policy of the firm in a
manner comparable to a person who, in ordinary commercial
practice, can exercise an element of control referred to in
paragraphs (a) to (f).”
23. Previous decisions of the Competition Appeal Court
(the ‘Court’) and the Tribunal have indicated that this list
is not to be viewed as exhaustive of all the possibilities
for acquiring control, but rather in the language of the
Court, that it lists “instances” of where there is a change
of control. 12 There is thus room to argue that a change
of control has taken place even where it has followed a
form not provided for in section 12(2). We have
observed before that the acquisition of a business by
way of a sale of assets may be one such example. 13
24. The relevance of this to the present application is that
the applicant does not confine its assertion that there
has been a change of control, to the instances set out in
section 12(2). It argues that even if those provisions are
found to be inapplicable there has still been a merger
within the contemplation of section 12(1).
25. We have no difficulty with this approach. The applicant
has correctly applied past decisions and is entitled to
has correctly applied past decisions and is entitled to
assert that if a transaction fails to find a label to fit in
section 12(2) it may still be a merger if it falls within the
12 Distillers Corporation SA Limited and Stellenbosch Farmers’ Winery Group Limited /
Bulmer SA (Pty) Ltd and Seagram Africa (Pty) Ltd . Case no 08/CAC/May01 at page 19.
13 Bulmer SA (Pty) Ltd and Seagram Africa (Pty) Ltd / Distillers Corporation SA Limited and
others. Case no’s. 94/FN/Nov00 and 101/FN/Dec00 at page 13.
7
definition of section 12(1)(a). As we do not understand
the Commission or Naspers to have challenged this
aspect of the case, we need not deal with it further. 14
26. As we have observed, the applicant relies on three
sections of the Act for alleging that there has been a
change of control. These are sections 12(1)(a), 12(2)(a)
and 12(2)(g). We will first consider the case made out in
terms of section 12(2)(a).
Section 12(2)(a)
27. Irrespective of whether or not Johncom exercises its
option, it is common cause that after the transaction is
implemented:
1. Naspers’ economic interest in MNet will exceed 50% 15; but
2. Naspers’ direct shareholding in MNet will not exceed 50%;
3. MNH98 will continue to own and vote 52% of shares in MNet i.e.
will both own and be able to vote a majority of the MNet shares;
4. Shareholding arrangements in MNH98 remain unaltered.
28. It is thus clear from these facts that MNH98 controlled
MNet, and will continue to do so post transaction. The
applicant does not dispute this. What the applicant does
is to rely on some of our past decisions particularly that
in Ethos Private Equity Fund IV / The Tsebo
Outsourcing Group (Pty) Ltd (case no. 30/LM/Jun03)
as authority for the following propositions:
• That more than one party can exercise control over a firm
simultaneously;
• That the same party can simultaneously be regarded as a sole
controller and a joint controller of a firm in respect of different
‘instances’ of control;
• That if the same party which controlled a firm jointly later also
acquired sole control, albeit simultaneously with the continued
joint control, this would amount to an obligation to notify in terms
14 What Naspers did challenge was whether the case in terms of section 12(1)(a) had been made out in
the papers.
15 See paragraphs 6 and 7 at page 3 above, for details as to how this amount is calculated.
8
of the Act;
• That if a party beneficially owns more than 50% of the issued
shares of a firm it is deemed, by virtue of section 12(2)(a), to
control that firm regardless of whether they confer the right to
vote the majority of shares in that firm. 16
29. In Ethos the Tribunal explained why merger policy is
not confined to an assessment of control via the legal
form. We made the point that control can also be
exercised by virtue of a party’s economic leverage over
another and that this formed the rationale for the
language of section 12(2)(a) which emphasises
ownership of shares as something distinct from voting
rights.17
30. The applicant argues that a logical extension of the
policy issues identified in the Ethos case is to find that
there has been acquisition of control where a party
acquires a majority ‘interest’ in another, irrespective of
whether that interest is directly held or exercised by the
acquirer.
31. Naspers and the Commission argue that the distinction
between the present case and Ethos is that in Ethos
the acquirer directly owned the shares in question.
Furthermore, they argue that as a matter of company
law there is a settled and important distinction between
a beneficial ‘interest’ and beneficial ‘ownership’.
Naspers may have acquired a majority interest but it
does not have majority ownership, and only the latter
suffices for the purpose of section 12(2)(a), which as we
have seen, makes use of the word “ownership”, not
“interest”.
32. The applicant in response asserts that not only are the
company law cases not settled, they are not in point in
relation to a statute that is concerned less with legal
form than issues of control. 18 Since the Act and the
16 In Ethos the acquirer had purchased shares in the target firm so that it went from holding
just below 50% of the issued shares to just above. The Tribunal found that for this reason a
change of control had occurred notwithstanding the fact that in terms of a shareholders’
agreement the acquirer did not exercise voting control over the target, but enjoyed joint
voting control, as the agreement provided that a twothirds majority was required for any
resolution to be valid, and the acquirer held less than that.
17 See Ethos paragraph 32.
18 In an English case, Rodwell Securities Ltd v Inland Revenue Commissioners [1968](Ch D) ,
9
Court has recognised this takes a very broad view of
control we should eschew any approach that slavishly
follows narrow conceptions of company law.
33. We do not believe that in this decision we need resolve
the debate about whether section 12(2)(a) is confined to
beneficial ownership or whether it can be extended to
include a beneficial interest. That is because this is not
the only issue that the applicant has to succeed in to
prove that there has been a change of control in terms
of 12(2)(a).
34. This case is not about how to add up shares, but rather
when they can be counted for the purpose of
establishing control. In other words, what species of
economic interest can legitimately be counted in order
to decide whether the threshold in section 12(2)(a) has
been crossed? To succeed in extending the Ethos rule,
the applicant has to establish two propositions. The first
is that for the purpose of section 12(2)(a) beneficial
ownership is not confined to direct ownership by the
putative controller, but may include an interest held
indirectly via some other firm. The second proposition is
that one can include in one’s sums an indirect interest,
even if the indirect interest is itself not controlled by the
putative controller. Both these propositions must hold in
order for the applicant to succeed in terms of section
12(2)(a).
35. In the present case, Naspers may have an interest of
more than 50% in MNet depending on how one does
one’s sums. As we have seen earlier, the applicant, by
aggregating direct and deemed indirect holdings,
arrives at a figure of above 50% as a result of the
transaction. But Naspers does not enjoy sole control of
all of that interest. At least 26,5% of that, the MNH98
holding, remains the subject of joint control . The
holding, remains the subject of joint control . The
the court was concerned with interpreting the meaning of ownership of shares in relation to
whether a holding company qualified for an exemption in a stamp duty statute in respect of
a subsidiary that it controlled, but only indirectly, through another directly owned subsidiary.
The exemption from stamp duty was available to a company where “not less than 90% of
the issued share capital of each of companies is in the beneficial ownership of a third
company.” The court held that for the purpose of that statute having a controlling interest
was something different to having beneficial ownership. This is the passage that the
respondents rely on. However the court in passing also observed that the matter might
have been different if the statute had used the words “directly or indirectly”. The applicant
relies on this latter to distinguish the finding for the purpose of the present case because as
we have seen in section 12(1) the controlling definition uses the words direct and indirect.
10
transaction has not changed Naspers’ relationship to
that interest. It is not subject to the sole whim of
Naspers. Recall that what the applicant is arguing is
that there has been a change from sole to joint control
in order to activate section 12(2)(a). That Naspers may
own a third more of MNet shares does not detract from
the fact that some of the shares that the applicant must
count to get the desired total remain subject to joint
control. In our view there must be limits to the arithmetic
of control. Let us for the time being, assume in the
applicant’s favour that indirect holdings may be
counted. That does not end the matter. The putative
acquirer should, at the very least, on its own, control the
indirect holding. If it does not, then it is not able to use
the holding to exercise either political or economic
control over the whole interest, in the sense in which
these terms were used in Ethos.
36. Whilst Naspers’ interest in MNet via MNH98 is not
passive, it is nevertheless the subject of joint control. As
we have already indicated, this is so because Naspers
only owns 50% of the shares of MNH98 and,
additionally, because of the restraints imposed by the
agreement in place between the shareholders of
MNH98.19 The transaction does not alter its legal or
economic relationship to this portion of its interest in M
Net. At least what the applicant needed to show was
that all of Naspers’ interest in MNet was now post
transaction subject to its sole control. It is, after all,
advancing a theory that Naspers has acquired sole
control to assert why notification is required. It has not
done this and therefore cannot count the 26,5% in its
sums. Without the 26.5% the change of control does not
add up. 20
sums. Without the 26.5% the change of control does not
add up. 20
37. Recall that we are dealing with a section whose primary
purpose is to identify lines of control – to lump together
interests that are not controlled by the firm (because
they are jointly controlled with another entity) with those
that are solely controlled leads to error and ends up
mixing the wheat with the chaff.
38. In Ethos the acquirer had sole control of the interest
19 Note that clause 9.7 of the agreement prevents the shareholding of any single shareholder from
exceeding 50%.
20 Without the 26,5% included Naspers holdings in MNet would not exceed 50%.
11
that exceeded the threshold percentage of 50% and
that is the difference.
39. We thus find that the applicant has failed to establish
the second proposition and thus its argument under this
section fails. We want to make it clear that we have
made no finding on the correctness of the first
proposition – it is thus unnecessary on the facts of this
case to determine whether an indirect holding or an
interest, that the acquirer controls, may be counted in
terms of section 12(2)(a).
40. Naspers’ acquisition of the scheme shares therefore
does not lead to a change of control of MNet or
SuperSport in terms of 12(2)(a).
Section 12(2) g and 12(1)(a)
41. We now consider the argument that there has been a
change of control for the purposes of section 12(2)(g) or
section 12(1). For these latter two grounds the applicant
relies on similar argument to found control, so, for
convenience, we can deal with them together.
42. The applicant suggests that as a result of the
transaction Naspers on its own or in its alliance with
MNH98 will be able to materially influence MNet. This
argument seems to be based on the fact that, post
merger, the two will command an 80% majority of the
votes in the target firms. They can therefore be certain
of implementing a special resolution, something they
could not do on their own prior to the merger. 21
43. There are two problems with this approach. In the first
place, the applicant has not shown how Naspers, acting
on its own, can materially influence the policy of MNet.
A mere increase in economic ownership on its own is
insufficient to make a showing in terms of this sub
section. Whilst an increase in economic ownership
beyond a threshold is deemed to constitute a form of
beyond a threshold is deemed to constitute a form of
control in terms of 12(2)(a) as we have seen, the
assumption does not necessarily hold for the purpose of
the other provisions. Here the party alleging that there
has been a change of control will have to show that with
21 Prior to the merger the collective MNH98, Naspers, Johncom (i.e. their nonMNH vote) and
MultiChoice vote amounted to 67.95%.
12
the increase in economic interest has come a
concomitant ability to materially influence the firm in the
manner of a controller. The applicant has not
established a nexus between the increase in Naspers’
interest and a new ability to solely exercise a material
influence. It assumes this rather than proves it. 22
44. Secondly, the theory of joint control with MNH98 is not a
new form of control. It remains a joint control with
Johncom albeit over a larger block of shares. The
implication of the applicant’s argument is that for the
purpose of section 12(2)(a) we should peer behind the
corporate veil to see who owns the interests in MNH98,
but for the purpose of section 12(2)(g) we should look
no further than MNH98 and find a new alliance. This is
wholly artificial. There is no new alliance; Naspers
continues to control MNet jointly with Johncom, with
MNH98 as the vehicle to achieve this.
45. Nor do we accept the argument that the increase in
shareholding gives a ‘qualitatively’ new form of control
to that which was previously there. If this is the case
then every company that has control at 51% and
increases that control to beyond 75% must notify that
transaction to the Commission. This interpretation of the
legislation seems neither warranted by the language of
the statute nor sensible policy. Indeed as we stated in
Ethos once a firm has notified, it is not required to notify
again.23 Granted there may be degrees of enhanced
quality in forms of control, but the Act cannot be
interpreted to make merger notification so burdensome
that every increment in shareholding requires an
inquest into whether there has been a corresponding
increment in the ‘quality’ of control.
46. The final ground alleged by the applicant for
46. The final ground alleged by the applicant for
establishing a change of control was reliance on section
22 Thus by way of example a firm may have acquired a 30% holding in a target and may
qualify under section 12(2)(g) as a controller if it can be shown that that stake might allow
it to de facto exercise the majority of the voting rights in a firm or remove and appoint a
majority of the board. See Anglo American Holdings Limited/ Kumba Resources Limited
(case no.46/LM/Jun02) and the European Commission’s decision in the Anglo American/
Lonrho case (case IV/M.754).
23 In the Ethos decision at paragraph 37, the Tribunal stated that “A change of control is a
onceoff affair. Even if a firm has notified sole control at a time when that control is
attenuated in some respects by other shareholders and it later acquires an unfettered
right, provided that sole control has been notified and that this formed the basis of the
decision, no subsequent notification is required .”
13
12(1). We indicated earlier that, as a legal proposition,
reliance on this section to establish a change of control
is, in principle, sound. Despite having laid this perfectly
plausible foundation the applicant fails on the facts. In
this respect the argument around section 12(1)(a) is the
same as that advanced in terms of 12(2)(g) and must
founder for the same reason. We have found that
argument fails to make out a case for a change of
control for the purpose of section 12(2)(g) and it follows
for the same reasons that it does not do so in respect of
section 12(1)(a). Lurking behind both arguments in
respect of these two sections is a failed attempt to
resurrect what could not be achieved under section
12(2)(a).
47. Accordingly, we find that there has been no change of
control and that the scheme of arrangement as set out
in annexure TDM 1 to the applicant’s founding affidavit,
on the facts before us, does not constitute a notifiable
merger between the first respondent and either the
second or the third respondent.
48. As the application is unsuccessful the first to the third
respondents are entitled to costs. The Commission has
not sought costs.
49. Accordingly, we make the following order:
1. The application is dismissed with costs,
2. The applicant is to pay the costs of the 1 st to the 3 rd respondents,
inclusive, including the costs of two legal representatives.
___________ 13 April 2004
N Manoim Date
Concurring: D Lewis, M Moerane.
14
For the Applicant: Adv. A Subel SC
Adv. J Wilson
Fluxmans Attorneys
For the 1 st –3 rd Respondents: Adv. S F Burger SC
Adv. D N Unterhalter SC
Adv. P B J Farlam
Adv. T Motau
Cheadle Thompson & Haysom Inc.
For the Commission: Adv. R O Petersen SC
State Attorney
15