COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 100/LM/Sep07
In the matter between:
BUSINESS VENTURE INVESTMENTS NO.1145 (PTY) LTD Acquiring Firm
And
NKOMAZI WILDERNESS Target Firm
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Panel : D Lewis (Presiding Member), N Manoim (Tribunal
Member), and U Bhoola (Tribunal Member)
Heard on : 7 November 2007
Decided on : 7 November 2007
Reasons issued on : 8 November 2007
REASONS FOR DECISION
APPROVAL
[1] On 7 November 2007, the Tribunal approved the merger between Business
Venture Investments NO.1145 (Pty) Ltd ( “Business Venture” ) and Nkomazi
Wilderness ( “Nkomazi”).
THE TRANSACTION
[2] Business Venture, the primary acquiring firm, is a company newly incorporated for
purposes of the instant transaction. It is jointly controlled by Leisurecorp LCC 1
(“Leisurecorp”) (50%); and Cradle of Life Investments (Pty) Ltd 2 ( “Cradle of Life” )
(50%). Leisurecorp is controlled by Istithmar Private Joint Stock Company (99%) and
Dubai World Holdings Limited (1%). 3
[3] Nkomazi, the primary target firm, is a privately owned game reserve located in
Mpumalanga comprising various pieces of land, in total approximately 15 990.8937. 4
Nkomazi does not control any firm. It is controlled by Grand Valley Estates (Pty) Ltd
(“Grand Valley ”) (84.74%), which is in turn controlled by Cradle of Life – a company
that will post merger jointly control the acquiring firm with Leisurecorp.
[4] In terms of the Sale Agreement, Business Venture is acquiring the land comprising
the Nkomazi game reserve together with its ancillary businesses from Cradle of Life
Investments (Pty) Ltd and others. 5
RATIONALE FOR THE TRANSACTION
[5] Envisioning increasing customer and tourist activity in the Mpumalanga area at
large, Leisurecorp wishes to enter the South African game reserve industry and
considers Nkomazi a viable long term investment that has development potential. The
current owners of Nkomazi envisioned developing it into a game reserve that would
compete with the best in Africa and for this reason an investor was required.
Leisurecorp matched the requirements of such anticipated investor.
1 A company incorporated in accordance with the laws of the United Arab Emirates.
2 A company incorporated in accordance with the laws of South Africa.
3 Dubai World Holdings Limited, a company incorporated in accordance with the laws of the
United Arab Emirates, is the ultimate controller ofIstithmar Private Joint Stock Company, a
company incorporated in accordance with the laws of South Africa.
company incorporated in accordance with the laws of South Africa.
4 These pieces of lands are owned by the following entities as follows: Grand Valley Estates
(Pty) Ltd (84.74%); Edge to Edge (9%); Mountview Properties (1.8%); Nkomazi Nature Reserve
(3.56%); and Motif Properties CC (0.9%).
5 These are Motif Properties CC; Mountain View Investments; Mountain View Properties; Edge
to Edge and Trustees of the Clover Bank Development Trust.
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THE PARTIES’ ACTIVITIES
[6] The Leisurecorp group of companies is active in the real estate market, with focus
on leisure internationally. In South Africa, 6 Leisurecorp renders services in the property
development and management sector, and has property investments in the retail,
office, industrial and residential property markets. It is also active in the golf estate
development market. 7 Leisurecorp does not own any game reserve in South Africa.
[7] Nkomazi is currently run as a noncommercial privately owned game reserve, and
its core business is game farming, with focus on game conservation. In addition it is
utilised for hunting, scientific research and ecotourism. Nkomazi currently has five
lodges, an office complex and workshop facilities. These facilities are utilised, the
parties submitted, by the staff of Nkomazi in the ordinary course of the game’s
operation as well as scientists and hunters that occasionally visit the game reserve .
THE RELEVANT MARKET
[8] As it appear in paragraphs 6 and 7 above, the parties participate in different
markets. In the absence of any overlap in the parties’ activities, the Commission
considered it unnecessary to define the market.
COMPETITION ANALYSIS
[9] There is no overlap in the parties’ activities as Leisurecorp and its group of
companies do not have any interest in the game reserve business in South Africa. The
effect of the transaction is that Nkomazi once solely controlled by Cradle of Life
Investments, will now be jointly controlled by Leisurecorp and Cradle of Life
Investments.
6 As a result of its acquisition of V&A Waterfront Holdings (Pty) Ltd.
7 As a result of its acquisition of Novelway Mauritius Limited, Leisurecorp indirectly acquired an
interest in its South African subsidiaries i.e. Novelway Investments (Pty) Ltd which through its
subsidiaries isactive in the golf estate development.
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[10] Given the above, it is our view that this transaction is unlikely to lead to a
substantial lessening or prevention of competition in any market.
CONCLUSION
[11] We find that the transaction does not raise any significant public interest issues
and accordingly approve the merger without conditions.
_______________ 8 November 2007
N Manoim Date
D Lewis and U Bhoola concurring.
Tribunal Researcher : P S Munyai
For the Acquiring firm : Hofmeyr Herbstein & Gihwala Inc
For the Target firm : Jowell Glyn and Marais
For the Competition Commission : I Selaledi
(Mergers & Acquisitions)
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