COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 102/LM/Nov11
In the matter between:
Municipal Employee Pension Fund Acquiring Firm
And
The letting enterprises known as
Glen Village Shopping Centre North,
Glen Village Shopping Centre South and
Parkview Centre
being sold by
Takou Investments (Pty) Ltd,
Chrisal Investments (Pty) Ltd and
ProcProps 60 (Pty) Ltd Target Firms
Panel : Andreas Wessels (Presiding Member)
Medi Mokuena (Tribunal Member) and
Andiswa Ndoni (Tribunal Member)
Heard on : 18 January 2012
Order issued on : 18 January 2012
Reasons issued on : 18 January 2012
Reasons for Decision
Approval
1] On 18 January 2012 the Competition Tribunal (“Tribunal”) approved the
merger between the Municipal Employee Pension Fund and the letting
enterprises known as Glen Village Shopping Centre North, Glen Village
Shopping Centre South and Parkview Centre. The reasons for
1
approving the proposed transaction follow below.
Parties to the transaction
2] The primary acquiring firm is the Municipal Employee Pension Fund
(“MEPF”), a pension fund established in terms of the laws of the
Republic of South Africa, which was set up for the benefit of previously
disadvantaged employees within local government. It is administered
by AKANI Retirement Fund Administrators (Pty) Ltd (“AKANI”).
3] The primary target firms in effect consist of three letting enterprises
situated in Pretoria East, inclusive of associated residential property
and the associated leases, being the Glen Village North Shopping
Centre, the Glen Village South Shopping Centre (collectively referred
to as “Glen Village” 1) and Parkview Centre (“Parkview”). These
properties are held by Takou Investments (Pty) Ltd (“Takou”), Chrisal
Investments (Pty) Ltd (“Chrisal”) and ProcProps 60 (Pty) Ltd
(“ProcProps”), collectively referred to below as “the sellers”. The sellers
form part of Adamax Property Projects Menlyn (Pty) Ltd (“Adamax”).
Proposed transaction
4] The proposed transaction involves the MEPF’s acquisition of 55% of
the issued share capital held by Takou, Chrisal and ProcProps in the
respective target properties. However, MEPF and Adamax have
concluded a co-ownership agreement which reflects their joint-control
of the letting enterprises post-merger.
Rationale for transaction
5] The rationale for the proposed merger is that the acquiring firm wants
to realise returns on its investment in a growing and expanding
property node such as the Pretoria East one.
6] The sellers’ rationale is that they want to fully develop the potential of
the existing rights associated with the properties being sold, as well as
attract substantial investment by the acquiring firm.
1 These two centres are separated into North and South by a public road.
2
Impact on competition
7] There is no geographic overlap between the activities of the merging
parties since the MEPF, as the acquiring firm, does not own any
commercial property of any grade or any classification within the
Pretoria and environs region. Therefore the proposed transaction is
unlikely to substantially prevent or lessen competition.
Public interest
8] The merging parties confirmed that there will be no adverse effect on
employment as a result of the proposed transaction. 2 No other public
interest issues arise as a result of this transaction.
CONCLUSION
9] We conclude that the proposed transaction is unlikely to substantially
prevent or lessen competition in any relevant market. Furthermore, the
proposed transaction raises no public interest concerns. Accordingly,
we approve the proposed merger unconditionally.
____________________ 18 January 2012
ANDREAS WESSELS DATE
Andiswa Ndoni and Medi Mokuena concurring
Tribunal researcher: Nicola Ilgner
For the merging parties: Norton Rose
For the Commission: Dineo Mashego
2 See page 13 of the record.
3