COMPETITION TRIBUNAL
REPUBLIC OF SOUTH AFRICA
Case no.: 69/LM/Jul05
In the large merger between:
Standard Bank Group Ltd
and
Andisa Capital (Pty) Ltd
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Reasons
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Introduction
The Competition Tribunal approved the merger between Standard Bank Group
Ltd and Andisa Capital (Pty) Ltd on 12 October 2005. The reasons are set out
below.
The transaction
The primary target firm, Andisa Capital, was originally formed in 2003 by
Standard Bank Group Ltd (”SBG”) and Andisa Consortium, holding 49% and
51% respectively, to establish an empowered investment group. The Consortium
consisted of:
Nduna Trust 29%
Safika Holdings 29%
Simeka Investment Holdings 10%
Andisa BEE Trust 32%
The proposed transaction concerns a restructuring in the shareholding of Andisa
Capital. It involves SBG increasing its shareholding in Andisa Capital from 49%
to 79% and Safika Holdings subscribing for a direct stake of 21% in Andisa
Capital with Andisa Consortium ultimately exiting as shareholders from Andisa
Capital.
Post the transaction SBG and Safika Holdings will remain as the only
shareholders in Andisa Capital with SBG having sole control. In the second leg of
the transaction Nduna Trust will increase its shareholding in Andisa Consortium
and Andisa Investments to 90% with Simeka holding the remaining 10% in both. 1
Rationale for the transaction
The parties submit that the rationale behind the restructuring relates to the fact
that Ronnie Ntuli, the Chief Executive Officer of Andisa Capital, wanted to pursue
his own personal business interests and theshareholders accordingly agreed to a
restructuring.
Effect on competition
SBG controls The Standard Bank of South Africa Ltd, which is a registered bank
conducting a wide range of personal and business banking and related services.
Andisa Capital‘s primary activities include private equity and stock exchange
services as well as treasury services. Since Andisa Capital’s inception SBG has
been channelling all its securities trading, treasury management and private
equity business to Andisa Capital.
Since this transaction involves only a restructuring of shareholders the
transaction will not have any effect on competition in the product markets
concerned.
Public interest
No public interest issues arise from the transaction.
____________ 2 November 2005
1 Andisa Investments was a 100% owned subsidiary of Andisa Capital prior to this transaction. Post the
transaction its shareholders will be Nduna Trust and Simeka Investment Holdings.
2
Y Carrim Date
Concurring: D Lewis, N Manoim
3