COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No:68/LM/Aug11
In the matter between:
RESILIENT PROPERTIES (PTY) LTD Acquiring Firm
And
ILANGA LIFESTYLE CENTRE (PTY) LTD Target Firm
Panel : Norman Manoim (Presiding Member),
Andiswa Ndoni (Tribunal Member)
Medi Mokuena (Tribunal Member)
Heard on : 21 September 2011
Order issued on : 25 October 2011
Reasons issued on : 25 October 2011
Reasons for Decision
Approval
1] On 21 September 2011 the Competition Tribunal (“Tribunal”) unconditionally
approved the large merger between Resilient Properties (Pty) Ltd (“Resilient”)
and Ilanga Lifestyle Centre (Pty) Ltd, in respect of a 20% undivided share of the
property letting enterprise known as “Ilanga Mall”. The reasons for approving the
proposed transaction follow below.
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The Parties to the transaction
2] The primary acquiring firm is Resilient Properties (Pty) Ltd (“Resilient”), which is a
private company incorporated in terms of the laws of the Republic of South
Africa. Resilient is a wholly owned subsidiary of Resilient Property Income Fund
Ltd, a property income fund which is listed on the Johannesburg Securities
Exchange Limited.1 The Resilient Group conducts business in the rental of
properties in the retail space sector of the rental property market throughout the
Republic of South Africa.2
3] The primary target firm is Ilanga Lifestyle Centre (Pty) Ltd in respect of a 20%
undivided share of the property letting enterprise known as “Ilanga Mall”. Ilanga
does not control any firms except for Ilanga Mall. Ilanga is controlled by two
shareholders namely, Laeveld Trust (Pty) Ltd and the Visagie Beherende Trust.
The only business that is conducted by Ilanga is its investment in Ilanga Mall.
The activities of the parties
4] The Resilient Group conducts business in the rental of properties in the retail
space sector of the rental property market throughout the Republic of South
Africa. Ilanga’s business is its investment in Ilanga Mall.
The Rationale
5] In terms of the Sale of Letting Enterprise Agreement, Resilient is Acquiring from
Ilanga a 20% share in a shopping centre known as Ilanga Mall3
6] Pursuant to the sale of 20% undivided share in the Ilanga Mall, Resilient and
Ilanga have concluded a Co-ownership Agreement, which will regulate the
relationship between the parties as co-owners of Ilanga. Resilient currently
exercises joint control over Ilanga and pursuant to the transaction will own a 70%
undivided share in Ilanga Mall.
1 The following are its major shareholders and their shareholdings; Stanlib 14.4%, Investec 13.9%, Old
Mutual 8.1%, Des de Beer 6.1%.
2 Resilient controls the following companies: Southern Palace Investments 19 (Pty) Ltd, Res Capital,
Casadobe 73 (Pty) Ltd, Great Force Investments 112 (Pty) Ltd, Maphumulo Investments (Pty) Ltd
Diversified Properties (Pty) Ltd.
3 This includes a 20% undivided share in the immovable property described as Erf 2119 West Acres
Extension 38 Township, Registration Division JT Province of Mpumalanga, in extent 8.9545 (eight
point nine five four five) hectares.
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The relevant market and the impact on competition
7] Resilient owns Highveld Mall which is situated in Witbank whilst the target firm is
situated in Nelspruit. Highveld Mall and Ilanga Mall are approximately 250
kilometres apart and for that reason are too far apart to be regarded as
competitors. Resilient’s only interest in Nelspruit is it existing 50% shares in
Ilanga Mall. The merger therefore, does not lead to an increase in concentration
in the Nelspruit area.
Public Interest
8] The merger will not have any employment impact and no other substantial public
interest issues have been raised that would raise concerns about the merger.
CONCLUSION
9] The Commission found that the proposed transaction is unlikely to substantially
prevent or lessen competition in the market as there is no geographic overlap.
10] We agree with the Commission’s conclusion and accordingly, the merger is
approved without conditions.
____________________ 25 October 2011
NORMAN MANOIM DATE
A Ndoni and M Mokuena concurring.
Tribunal Researcher: Thabo Ngilande
For the merging parties: Vani Chetty Competition Law
For the Commission: Mr Bheki Masilela
Ms Lindiwe Khumalo
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