COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 05/LM/FEB10
In the matter between:
Investec Bank Ltd Acquiring Firm
And
Clidet 763 (Pty) Ltd Target Firm
Panel : Norman Manoim (Presiding Member),
Yasmin Carrim (Tribunal Member)
and Andreas Wessels (Tribunal Member)
Heard on : 14 April 2010
Order issued on : 14 April 2010
Reasons issued on : 16 April 2010
Reasons for Decision
Approval
[1] On 14 April 2010, the Tribunal unconditionally approved the merger
between the above mentioned parties. The reasons for approving the
transaction follow.
The Transaction
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[2] In terms of the proposed transaction, Clidet 799 (Pty) Ltd (“Clidet 779”)
shall sell 50,02% shareholding in Clidet 763 (Pty) Ltd (“Newco”) to
Investec Bank Ltd (“Investec”) . Investec holds 49,98% in Newco. In
increasing its shareholding in Newco, Investec will effectively move from
joint to sole control. Clidet 779 was formed solely for holding shares in Uni-
Span Holdings which is involved in the manufacture of scaffolding.
The Rationale
[3] Clidet 779 wishes to exit as a shareholder of Newco because in its view its
effective interest in Uni-Span Holdings (Pty) Ltd (“Uni-Span Holdings”) is
too small to warrant the time and effort that may need to be spent on such
investment. Investec wishes to increase its shareholding in Newco.
The parties and their activities
[4] The primary acquiring firm is Investec, a company incorporated under the
laws of the Republic of South Africa. Investec is controlled by Invested Ltd
and is listed on the JSE. The Investec group is an international specialist
banking group that provides a diverse range of financial products and
services to a niche client base.
[5] The primary target is Newco. Newco is a shelf company which is
controlled by Clidet 779.
[6] Uni-Span Holdings has the following shareholders:
• Newco 40%
• Investec 2.32%, and
• Various other shareholders hold 57.6%.
[7] Post merger Investec will have 40% shareholding in Uni-Span Holdings
through the merged entity in addition to the 2.32% it already holds.
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[8] Uni-Span Holdings has as its main trading entity Uni-Span Formwork and
scaffolding (Pty) Ltd (“Uni-Span scaffolding”). 1 Uni-Span scaffolding
manufactures and provides a range of products to provide steel formwork,
deckling, walling, scaffolding and support work systems. These products
are generally used for the construction of concrete structures, including
high rise offices and apartment buildings, low-cost housing projects and
civil works such as bridges and, reservoirs, tunnels and dams
The relevant market and the impact on competition
[9] There is no product overlap in the proposed transaction. Investec is an
investment and banking group and does not have any other subsidiaries
involved in the activities of the primary target firm which are formwork and
scaffolding.
[10] We agree with the Commission that this transaction is unlikely to
substantially lessen or prevent competition.
Conclusion
[11] There are no significant public interest issues and we accordingly
approve the transaction.
____________________ 16 April 2010
Yasmin Carrim DATE
Norman Manoim and Andreas Wessels concurring.
Tribunal Researcher : Mahashane Shabangu
For the Merging parties : Cliffe Deker Hofmeyr Inc
1 Other trading entities of Uni-Span include Uni-Span Botswana (Pty) Ltd, which provides
products in Botswana; Uni-Span manufacturing (Pty) Ltd, which is a dormant company and
Augusta Profiles (Pty) Ltd, which manufactures various cold-formed sections.
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For the Commission : Mogalane Matsimela
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