COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 28/LM/Mar12
In the matter between:
The Buffshelf 18 Trust Acquiring Firm
And
The 921 Properties situated in
Burgersfort and Rustenburg (RSA)
that are owned by subsidiaries of Impala
Platinum Holdings Limited Target Firms
Panel : Yasmin Carrim (Presiding Member)
Andiswa Ndoni(Tribunal Member)
Taki Madima(Tribunal Member)
Heard on : 28/03/2012
Order issued on : 28/03/2012
Reasons issued on : 02/04/2012
Reasons for Decision
Approval
1] On 28 March 2012 the Competition Tribunal (“Tribunal”) unconditionally
approved the property merger between the Buffshelf 18 Trust and the 921
properties situated in Burgersfort and Rustenburg (RSA) that are owned by the
subsidiaries of Impala Platinum Holdings Limited. The reasons for approval
follow below.
The transaction
2] This is a horizontal property transaction in which the acquiring entity is a trust
which is jointly controlled by 3 private individuals (‘The Trustees’), which through
a special purpose vehicle entity, Friedshelf 1169 seeks to acquire a total of 921
properties based in Burgersfort and Rustenburg (RSA).1
1 This transaction was initially notified and filed as an intermediate merger, but the Commission was
later of the view that considering Implats’ turnover, it was a large merger. Though this was contested
by the merging parties at first, they subsequently paid the large merger filing fee.
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3] The target properties are owned by various subsidiaries of Impala Platinum
Holdings Limited (‘Implats’) and were built exclusively to provide housing to
Implats’ employees. In terms of the transaction Implats will also subscribe for a
25% shareholding in Friedshelf 1169, thereby acquiring joint control of Friedshelf
1169.
Rationale for the transaction
4] The Trustees consider the transaction to be a viable investment opportunity in a
business in which they have expertise. They also intend to lease back the
property to Implats for the use of their employees. For Implats the rationale is to
obtain cash through the sale of the properties which it considers non-core assets,
so that it can use the cash for other business projects initiatives.
Competition Analysis
5] There is a horizontal overlap between the activities of the merging parties in that
they both provide residential property to miners in the Rustenburg and
Burgersfort areas.
6] Buffshelf owns residential properties which are leased back to Implats for the use
of their employees. Implats has also built its own properties for the purpose of
accommodating its employees. However its core business is in mining, refining
and marketing of platinum group metals.
7] The Commission submitted that the properties being acquired will not form part
of any contestable market as the properties are managed by Implats and leased
exclusively to Implats’ mineworkers. According to the merging parties, the
properties being acquired will not be open for leasing to the general market and
the lease period for these properties is between 15-25 years or longer.
CONCLUSION
8] Having regard to the facts stated above, the proposed merger is unlikely to
lead to a substantial prevention or lessening of competition in any relevant
market as the deal does not change the competitive landscape of the property
market. Furthermore, no public interest concerns arise. Consequently the
market. Furthermore, no public interest concerns arise. Consequently the
proposed transaction is approved unconditionally.
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____________________ 02/04/2012
Y Carrim DATE
A Ndoni and T Madima concurring
Tribunal Researcher: Londiwe Senona
For the merging parties: Edward Nathan Sonnenbergs
For the Commission: Bheki Masilela
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