COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 51/LM/Jul09
In the matter between:
Acucap Investments (Pty) Ltd Acquiring Firm
and
Old Mutual Life Assurance Company (South Africa) Ltd in Target Firm
respect of Bayside Mall
Panel : N Manoim (Presiding Member), Y Carrim (Tribunal
Member) and A Wessels (Tribunal Member)
Heard on : 26 August 2009
Order issued on : 26 August 2009
Reasons issued on : 01 October 2009
Reasons for Decision
Introduction
[1] On 26 August 2009 the Tribunal unconditionally approved the acquisition by
Acucap Investments (Pty) Ltd of Old Mutual Life Assurance Company (South
Africa) Ltd in respect of a rental enterprise known as Bayside Mall. The
reasons follow below.
Parties
[2] The primary acquiring firm is Acucap Investments (Pty) Ltd (“Acucap
Investments”), a company registered under the laws of the Republic of South
Africa. Acucap Investments is controlled by Acucap Properties (Pty) Ltd
(“Acucap”). Acucap’s major shareholders holding more than 5% of the share
capital are Nedbank Ltd (6.51%), Thesele Group (Pty) Ltd (5.74%) and Public
Investment Corporation (13.21%).
1
[3] The primary target firm is an undivided half share in property letting business
known as the Bayside Mall owned by Old Mutual Life Assurance Company
(South Africa) Ltd (“OMLACSA”). OMLACSA’s ultimate parent company is
Old Mutual plc.
Activities of the parties
[4] Acucap Investments carries on a property investment business, real estate
activities with its own or rented property and property management on a fee
or contract basis. Acucap is a property loan stock company listed on the JSE
in the Real Estate-Real Estate Holdings & Development sector. Acucap
invests in retail property situated in major urban centres and its existing
portfolio comprises various rental properties in the retail, office and industrial
space sectors of the property market in Gauteng, Western Cape, Eastern
Cape and Kwa-Zulu Natal provinces.
[5] The primary target firm is an undivided half share in property letting business
known as the Bayside Mall owned by OMLACSA.
The transaction
[6] In terms of the sale of agreement c oncluded between Acucap and
OMLACSA, Acucap purchased from OMLACSA its undivided half share in the
rental enterprise known as Bayside Mall, as a going concern. Pre-merger, the
50% interest in the rental enterprise was held by an ultimate subsidiary of
Acucap, Advent Properties (Pty) Ltd (“Advent”) . Post transaction Advent will
hold 100% of the rental enterprise.
Rationale
[7] Acucap submits that the proposed transaction represents an opportunity to
expand its investments portfolio in one of Cape Town’s highest growth nodes,
where there is a strong demand for retail space from national retailers.
OMLACSA’s rationale is to realise its investments in the target company in
order to generate cash resources and liquidity required for other forms of
investments.
2
Competition Analysis
[8] The relevant market in this transaction is the market for retail letting in the
minor regional mall category in the Milnerton node, Cape Town. This merger
is however, unlikely to substantially prevent or lessen competition as the
transaction merely represents a change from joint to sole control by the
acquiring firm in regard to the rental enterprise known as “Bayside Mall”.
Public Interest
[9] The transaction does not raise any significant public interest concerns.
___________________ 01 October 2009
N Manoim Date
Y Carrim and A Wessels concurring.
Tribunal Researcher : I Selaledi
For the merging parties : Vani Chetty Competition Law (Pty) Ltd
For the Commission : F Reid
3