COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 98/LM/Nov06
In the matter between:
Titan Premier Investments (Pty) Ltd Acquiring Firm
And
Jeke Trading (Pty) Ltd Target Firm
______________________________________________________________
Panel : D.H Lewis (Tribunal Member) N Manoim (Tribunal
Member), and M Mokuena (Tribunal Member)
Heard on : 20 December 2006
Decided on : 20 December 2006
Reasons Issued: 09 January 2007
REASONS FOR DECISION
Approval
[1] On 20 December 2006, the Tribunal issued a merger clearance
certificate unconditionally approving the merger between the abovementioned
parties. The reasons for the decision follow.
Parties
[2] The acquiring firm is Titan Premier Investments (Pty) Ltd (“Titan”).
Titan directly or indirectly controls Pepkor Holdings Ltd (“Pepkor”) including its
all subsidiaries and Shoprite Holdings Ltd (“Shoprite”) including all its
subsidiaries. 1 The primary target firm is Jeke Trading (Pty) Ltd (“Jeke”). Jeke
does not control any other entity. 2
Transaction
[3] In terms of a sale of shares agreement concluded between Trate, Titan
and Jeke, Titan acquires the entire issued share capital of Jeke.
1 Titan is controlled by the Titan Group Investment (Pty) Ltd (“Titan Group”) and the Christo Wiesse
Family Trust
2 Jeke is controlled by Trate Investment (Pty) Ltd (“Trate”). Trate also controls Witt Trading (Pty) Ltd
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Rationale of the Transaction
[4] Trate has a loan obligation to Jeke and with the sale of its shareholding
in Jeke it obtains cash with which to repay its obligation. The acquiring firm
has submitted in its filing that as an investment firm it, from time to time, it
finances investment opportunities with the issuance of preference shares to
third party investors. The terms relating to the issuance of the said shares is
an obligation imposed on the investors to declare dividends to the preference
shareholders. The dividends in question can only be paid from distributable
reserves.
Parties’ Activities
[5] Titan is an investment entity. Through its various subsidiaries it has
investment in property, hotel management, farming, events organising,
property leasing, wine making, general trading, game farming other general
investment, share speculation, retail and mining. Jeke is a dormant firm and
does not sell any products or render any services in or into South Africa.
Public Interest Issues
[6] The transaction will have no effect on employment and no other public
interest issues arise.
Conclusion
[7]. Based on the above the transaction will not result in a substantial
lessening or prevention of competition in the identified markets and is
accordingly approved unconditionally.
___________________ 09 December 2006
D. Lewis Date
Tribunal Member
N Manoim and M Mokuena concurring.
Tribunal Researcher : J Ngobeni
For the merging parties : Coreen Fouche (Jan. S De Villiers Attorneys)
2
Advisers)
For the Commission : Skhumbuzo Maphumulo
Mergers and Acquisitions
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