COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 34/LM/Apr08
In the matter between:
Newshelf 926 (Pty) Ltd Acquiring firm
And
Moepi Group (Pty) Ltd Target firm
Panel : D Lewis (Presiding Member), U Bhoola (Tribunal Member) and M
Mokuena (Tribunal Member)
Heard on : 04 June 2008
Decided on : 04 June 2008
Reasons Issued : 08 July 2008
Reasons
Approval
[1] On 04 June 2008 the Competition Tribunal issued a Merger Clearance Certificate
approving the merger between Newshelf 926 (Pty) Ltd and Moepi Group (Pty) Ltd
unconditionally. The reasons appear below.
Parties
[2] The primary target firm is Newshelf 926 (Pty) Ltd (“Newshelf”), a company
incorporated under the laws of the Republic of South Africa. Newshelf is a newly formed
company and has not traded before. Newshelf is jointly controlled by Dialstat Trading 13
(Pty) Ltd 1 (“Dialstat”), and Pallinghurst Investor Consortium 2 (“the Consortium”).
[3] The primary target firm is Moepi Group (Pty) Ltd (“Moepi Group”). 3 Moepi Group
controls Moepi Platinum (Pty) Ltd (“Moepi Platinum”) and Moepi Uranium (Pty) Ltd (“Moepi
Uranium”).
1 Dialstat is wholly owned by BakgatlabaKgafela Tribe (“Bakgatla”). Bakgatla’s owned subsidiaries include
Lexshell 49 (Pty) Ltd (“Lexshell 49”), Lexshell 32 (Pty) Ltd and Sedibelo (Pty) Ltd (“Sedibelo”).
2 The Consortium comprises of the following participants: AMCI ConSim (Cayman) L.P. (“AMCI”); NGP
Midstream and Resources L.P. (“NGPMR”) and Investec Ltd and Investec PLC (“Investec”).
3 Kwape David Mmela controls the Moepi Group and Ledima Investments (Pty) Ltd (“Ledima Investments”).
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Transaction
[4] The proposed transaction comprises the acquisition by Newshelf 926 (Pty) Ltd of the
entire issued share capital of the Moepi Group.
Rationale of transaction
[5] For the acquiring firm the proposed transaction would create a strategic platform to
enter the Platinum Group Metal (“PGM”) market.
[6] From the target firm’s point of view, the sellers believe that it is an opportune time to
sell as investors as they have already exceeded their minimum return levels.
Parties Activities
[7] Newshelf is a special purpose vehicle created specifically for the transaction and
therefore does not engage in any business activities. 4
[8] The Moepi Group is an investment holding company in the mining and minerals
sector. It holds via two subsidiaries, that is Moepi Platinum and Moepi Uranium, an effective
non controlling interest of 25.2% of Boynton Investments (Pty)Ltd (“Boynton Investments”) 5
entire issued share capital.
Competition Analysis
[9] According to the Commission there is no overlap in the activities of the merging
parties as the acquiring firm is not involved in the activities of the target firm. The acquiring
group invests in the mining and mineral sector. The target firm is an investment holding
company with an effective 25.2% non controlling interest in Boynton Investments. We agree
with the Commission that the proposed transaction is unlikely to substantially prevent or
4 Dialstat is a new company created for this transaction. The participants of the Consortium are involved in the
following activities:
• AMCI and its affiliated companies make investments worldwide in the natural resources sector, focusing
on iron ore and coal investments opportunities. Neither AMCI nor any of its subsidiaries have invested in
any platinum projects to date.
• NGPMR is a private equity fund dedicated to investing in specialized areas of the energy infrastructure
and natural resources sector. Neither NGPMR nor any of its subsidiaries have invested in any platinum
projects to date.
• Investec is an international specialist banking group that provides diverse range of financial products
and services to a niche client base in three principal markets, the United Kingdom, South Africa and
Australia.
5 According to the parties Boynton is a junior exploration company,(which has not yet begun mining its
mineral reserves) incorporated as a mineral exploration and development company which will focus on the
exploration and development of Platinum Group Metal (“PGM”) deposits in South Africa.
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lessen competition in any market. In addition there are no public interest issues.
Conclusion
[10] Based on the above the transaction will not result in a substantial lessening or
prevention of competition and is accordingly approved unconditionally.
___________________ 08 July 2008
D Lewis Date
Tribunal Member
U Bhoola and M Mokuena concurring
Tribunal Researcher : J Ngobeni
For the merging parties : Edward Nathan Sonnenbergs
For the Commission : Mogalane Matsimela (Mergers and Acquisitions)
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