COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 121/LM/Nov07
In the matter between:
Titan Premier Investments (Pty) Ltd Acquiring Firm
And
Western Crown Properties 64 (Pty) Ltd Target Firm
Panel : D Lewis (Presiding Member), Y Carrim (Tribunal Member),
and M Mokuena (Tribunal Member)
Heard on : 19 December 2007
Order Issued : 19 December 2007
Reasons Issued: 14 January 2008
Reasons for Decision
Approval
1] On 19 December 2007 the Tribunal unconditionally approved the merger
between Titan Premier Investments (Pty) Ltd and Western Crown Properties 64
(Pty) Ltd. The reasons for that decision follow.
The transaction and parties
2] Titan Premier Investments (Pty) Ltd (“Titan”) is acquiring the sale equity, which
includes all the issued share capital as well as claims against loan account,
held by the Bravura 5 Trust in Western Crown Properties 64 (Pty) Ltd
(“Western”). On completion of the transaction Titan will be the sole shareholder
in Western.
3] Titan is controlled by Titan Group Investments which is ultimately controlled by
the Christo Wiese Family Trust.
4] Western is controlled by the Bravura 5 Trust, its two trustees being Ian Peter
Matthews and Sophia Maria Hay.
Rationale for the transaction
5] Titan intends to utilize Western’s distributable reserves for the declaration of
dividends to its prospective preference shareholders. The Bravura 5 Trust
indentified the transaction as an opportunity to realize its investment in
Western.
The parties’ activities
6] Titan is an investment company which holds investments in property, hotel
management, farming, events organising, wine making retail and mining.
7] According to the merging parties, Western is a nontrading entity which has
never conducted any business and has no employees. However Western is the
beneficiary to several trusts and owns assets in the form of reserves, namely
share capital and a deferred tax asset.
Competition analysis
8] The proposed transaction does not result in any horizontal overlap and is
therefore unlikely to substantially prevent or lessen competition in any market.
Conclusion
9] The transaction does not give rise to any competition concerns or any public
interest issues. The transaction is accordingly approved unconditionally.
________________ 14 January 2008
Y Carrim Date
Tribunal Member
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Concurring: D Lewis and M Mokuena
Tribunal Researcher : R Badenhorst
For the merging parties: Jan S De Villiers
For the Commission : M Mashaba (Mergers and Acquisitions)
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