COMPETITION TRIBUNAL OF SOUTH AFRICA
Case NO: 25/LM/Mar08
In the matter between
Pangbourne Properties Ltd (Pty) Ltd Primary Acquiring firm
And
Siyathenga Property Fund Ltd Primary Target Firm
Panel : D Lewis (Tribunal Member); Y Carrim (Tribunal Member) and N
Manoim (Tribunal Member)
Heard on : 07 May 2008
Decided on : 07 May 2008
Reasons Issued : 21 May 2008
Reasons for Decision
Approval
[1] On 07 May 2008 the Competition Tribunal issued a Merger Clearance Certificate
approving the merger between Pangbourne Properties Ltd and Siyathenga Property Fund
Ltd unconditionally. The reasons for the approval appear below.
[2] The primary acquiring firm is Pangbourne Properties Ltd (“Pangbourne”), a listed
company incorporated in terms of the company laws of the Republic of South Africa.
Pangbourne is not controlled by a single shareholder. 1
[3] The primary target firm is Siyathenga Property Fund Ltd (“Siyathenga”), a
company incorporated under the company laws of the Republic of South Africa.
Siyathenga is indirectly controlled by Pangbourne (the primary acquiring firm in
1 Pangbourne’s major shareholders are Stanlib Investment Solutions (16.09%), Standard Bank of
South Africa (Pty) Ltd (5.38%), Panya Investments (Pty) Ltd (7.99%), Old Mutual Life Assurance
Company (South Africa) Ltd (5.94%), Broker (Pty) Ltd (RMB) (6.41%) and Resilient Property Income
Fund Ltd (9.54%).
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the instant transaction), with 35.3% shareholding.2
Transaction
[4] In terms of the structure of the transaction, Pangbourne intends to increase its
shareholding in Siyathenga 3 from 35.3% to 100%. On completion of the transaction,
Siyathenga will be wholly controlled by Pangbourne.
Rationale
[5] The transaction represents Pangbourne with an opportunity to create a larger,
diversified property portfolio and to extract costsavings, synergies as well as to maximise
funding efficiencies.
[6] The rationale for the unitholders of Siyathenga is that they will be part of a much
larger property fund with more diversification and less risk exposure, plus greater potential
for growth.
Parties’ Activities
[7] Pangbourne and Siyathenga are property loan stock companies listed on the JSE Ltd
under the “FinancialReal Estate” category. Both firms own a property portfolio which
consists of industrial properties, office properties and retail properties throughout South
Africa.
Competition Analysis
[10] The transaction results in an overlap between the activities of the merging parties in
respect of office, retail and industrial properties. However, this overlap does not result in a
change in the market structure or an increase in the market shares as Pangbourne is only
increasing its stake in Siyathenga.
[11] Based on the above, the transaction will not result in substantially lessening or
preventing competition in the office, retail and industrial property markets.
Public interest
[12] The transaction does not give rise to any public interest issues.
2 Siyathenga’s major shareholders are Broker (Pty) Ltd (26.89%), Tokoloho Investments (Pty) Ltd
(7.5%), Meago Siyam Investments (Pty) Ltd (7.5%) and Transnet Retirement Fund Property Trust
(5.98%).
3 It is submitted that Siyathenga was previously a wholly owned subsidiary of Pangbourne until 2005
when it was converted into a public company and listed on the Johannesburg Securities Exchange.
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_______________ 21 May 2008
D Lewis Date
Tribunal Member
Concurring: Y Carrim and N Manoim
Tribunal Researcher : I Selaledi
For the merging parties : Vani Chetty Competition Law (Pty) Ltd
For the Commission : Makgale Mohlala and Thaba Mavhase
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