IN THE COMPETITION TRIBUNAL CASE NO. 4/LM/JAN08
In the large merger between:
HomePlan (Pty) Ltd Acquiring firm
And
The Rights, title and interest in and assets of the Alexander
Forbes HomePlan Joint Venture between Alexander Forbes
And ABSA Bank Ltd Target firm
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Panel : Y Carrim (Presiding Member), M Mokuena (Tribunal Member) and U Bhoola
(Tribunal Member)
Heard on : 5 March 2008
Order issued on : 5 March 2008
Reasons issued on : 6 March 2008
REASONS
APPROVAL
[1] On 5 March 2008 the Tribunal issued a merger clearance certificate unconditionally
approving the merger between the abovementioned parties.
PARTIES TO THE TRANSACTION
[2] The primary acquiring firm is HomePlan (Pty) Ltd (“HomePlan Company”), a
newly incorporated company which is a wholly owned subsidiary of Alexander
Forbes Financial Services Holdings (Pty) Ltd (“AFFS”). AFFS is a wholly owned
subsidiary of Alexander Forbes Ltd (“AFL”). Other holding companies of HomePlan
Company are Alexander Forbes Acquisition (Pty) Ltd (“AFAq”), Alexander Forbes
Funding (Pty) Ltd (“AFFund”), Alexander Forbes PIK Funding (Proprietary) Limited
(AFPIK”), Alexander Forbes Holdco (Proprietary) Limited (“AFHold”), and Alexander
Forbes Equity Holdings (Proprietary) Limited (“AFEH”).1 All of these holding companies
1 See schedules to form CC4 (1)of the Commission’s merger record, pg. 10
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control HomePlan Company, directly or indirectly, and do not conduct any business activity
except through AFL.
[3] The primary target firm consists of all rights, title and interest in and assets of the
HomePlan Joint Venture between ABSA Bank Limited (“ABSA”), and AFFS. 2 ABSA and AFFS
each own 50% of the joint venture.
ACTIVITIES OF THE PARTIES
[4] AFL is an international provider of financial risk services, which offers multi
management investment, employee benefit consulting, retirement fund administration, corporate
insurance broking, cell captive insurance and personal lines insurance. 3 AFL has activities in a
broad spectrum of services including risk and insurance services, risk services, personal
services, administration, reinsurance solutions, compensation technologies, financial services,
healthcare, etc.
[5] The joint venture operates as a partnership and provides home loan facilities to clients,
secured by way of pension fund. This is a non mortgage lending product which is secured
against an individual’s pension fund benefit, and usually provides an alternative way of obtaining
housing finance for employees that would normally not qualify for a mortgage bond. This
product is regulated in terms of the Pension Fund Act. 4
THE TRANSACTION AND ITS RATIONALE
[6] HomePlan Company intends to acquire the rights, title and interest to and assets in the
HomePlan Joint Venture. The effect of this transaction is that, AFFS, through HomePlan
Company, will increase its shareholding in HomePlan Joint Venture from 50% to 100%, moving
from joint to sole control, thus resulting in the dissolution of the joint venture. 5 Post merger,
HomePlan Company will continue to provide the services which were provided for under the
Joint Venture, and ABSA will also continue operating in the market for the provision of pension
fundbacked home loans, although not through HomePlan.
fundbacked home loans, although not through HomePlan.
[8] The rationale for the proposed transaction for AFL is to grow HomePlan by obtaining
funding from banks other than ABSA, at competitive rates. Unitl now all the funding for the joint
venture products was provided by ABSA which has been the main funder all along. For ABSA,
the rationale is to dispose of all its shares in HomePlan as it no longer considers it viable, and
2 ABSA contributes skills and expertise in order to manage and administer funding
requirements of HomePlan, and AFFS contributes skills and expertise in order to manage the
marketing activities of HomePlan, and administration of the day to day business activities of
HomePlan
3 For details of AFL’s main activities; see pgs. 25-31 of the merger record
4 Act 24 of 1956
5 AFFS, after the dissolution of the Joint Venture, will transfer the entire business which was
the subject of the Joint Venture to HomePlan Company
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does not want to be exposed to the risk associated with the new National Credit Act in a joint
venture where it is not directly controlling the daily operational activities associated with the loan
book. ABSA also has its own pension backed lending operation, which it intends to develop, in
order to compete with HomePlan.
RELEVANT PRODUCT MARKET
[9] The Commission found that there is horizontal overlap between the merging parties as a
result of FFS having prior shareholding in the HomePlan Joint Venture. However the merging
parties found that overlaps between the activities of the merging parties exist in the following:
1. Firstly in the provision of home loans in general (i.e. the broad market definition);
and
2. Secondly the provision of pension backed home loans (i.e. the narrow market
definition).
[10] For the purposes of competition evaluation in this transaction, we shall consider the
narrow market definition as relevant, and since the services therein are provided by the parties
throughout South Africa, we consider the geographic market to be national.
COMPETITION EVALUATION
[11] The estimated market shares for the provision of pension fund backed home loans are
as follows 6:
Competitors Estimated market shares
ABSA 10%
Standard Bank SA 30%
Nedbank 4%
First Rand 16%
HomePlan 20%
Other (including Glenrand 4% and NBC
13%)
20%
Total 100%
[12] However this transaction which involves a change from joint to sole control does not
change the competitive structure of the market as post merger, Homeplan’s market share will
remain the same.
PUBLIC INTEREST
6 The figures are based on the merging parties’ best estimates
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[13] The proposed transaction will have no negative effect on employment. There are no
other significant public interest concerns.
CONCLUSION
[14] The proposed merger is unlikely to substantially prevent or lessen competition.
Accordingly the merger is approved unconditionally.
_______________ 6 March 2008
Y Carrim Date
Tribunal Member
M Mokuena and U Bhoola concur in the judgment of Y Carrim
Tribunal Researcher: L Xaba
For the merging parties : Edward Nathan Sonnebergs
For the Commission : M Mohlala
(Mergers and Acquisitions)
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